Common use of Conduct of Parent Clause in Contracts

Conduct of Parent. From the date of this Agreement until the earlier to occur of the Effective Time and the date of termination of this Agreement in accordance with Article X, except as expressly contemplated by this Agreement, as set forth in Section 7.1 of the Parent Disclosure Letter, as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law, Parent shall, and shall cause each of its Subsidiaries to conduct its business in all material respects in the ordinary course; provided, however, that no action that is specifically permitted by any of clauses (a) through (d) of this Section 7.1 shall be deemed a breach of this sentence. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier to occur of the Effective Time and the date of termination of this Agreement in accordance with Article X, except as expressly contemplated by this Agreement, as set forth in Section 7.1 of the Parent Disclosure Letter, as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law, Parent shall not, nor shall it permit any of its Subsidiaries to: (a) amend the certificate of incorporation or bylaws of Parent in a manner that would have an adverse impact on the value of Parent Stock or that would reasonably be expected to prevent, or impede or delay, the consummation of the Merger or the transactions contemplated hereby (provided, that any amendment to its certificate of incorporation solely to increase the authorized number of shares of any class or series of the capital stock of Parent shall in no way be restricted by the foregoing); (b) adopt or publicly propose a plan of complete or partial liquidation, restructuring, recapitalization or other reorganization; (c) take any action (or omit to take any action) with the knowledge that such action (or omission) would reasonably be expected to result in a requirement to seek the approval by holders of Parent Stock of the transactions contemplated hereby; or (d) agree, resolve or commit to do any of the foregoing.

Conduct of Parent. From the date of this Agreement until the earlier to occur of the Effective Time and the date of termination of this Agreement in accordance with Article X, except Except as (i) is expressly contemplated by this Agreement, as set forth (ii) may be required by Applicable Law, or (iii) may be agreed in Section 7.1 of the Parent Disclosure Letter, as consented to advance in writing by with the Company (such which consent shall not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law, Parent shall, and shall cause each of its Subsidiaries to conduct its business in all material respects in the ordinary course; provided, however, that no action that is specifically permitted by any of clauses (a) through (d) of this Section 7.1 shall be deemed a breach of this sentence. Without limiting the generality of the foregoing), from the date of this Agreement hereof until the earlier Effective Time: (a) Parent shall not amend its certificate of incorporation or by-laws or comparable organizational documents to occur of the Effective Time and extent any such amendment would adversely affect the date of termination of this Agreement in accordance with Article X, except as expressly contemplated by this Agreement, as set forth in Section 7.1 rights of the Parent Disclosure LetterCommon Stock; (b) Parent shall not (i) declare, as consented set aside or pay any dividend or other distribution payable in cash, stock or property in respect of the share capital of the Company, or (ii) redeem, repurchase or otherwise acquire any shares of Parent Common Stock at a premium to in writing by the Company then-existing market price of such Parent Common Stock; (such consent not to be unreasonably withheld, conditioned or delayedc) or as required by applicable Law, Parent shall not, nor and shall it not permit any of its Subsidiaries to: (a) amend , merge or consolidate with, or acquire a substantial portion of the certificate of incorporation assets of, any business or bylaws of Parent any corporation, partnership, joint venture, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, in a manner that would have an adverse impact on the value of Parent Stock or each case, that would reasonably be expected to prevent(i) impose any material delay in the obtaining of, or impede significantly increase the risk of not obtaining, any Governmental Authorizations necessary to consummate the transactions contemplated by this Agreement or delaythe expiration or termination of any applicable waiting period, or (ii) significantly increase the risk of any Governmental Authority entering an order or other Applicable Law prohibiting the consummation of the Merger or the transactions contemplated hereby (provided, that any amendment to its certificate of incorporation solely to increase the authorized number of shares of any class or series of the capital stock of Parent shall in no way be restricted by the foregoing)this Agreement; (bd) adopt or publicly propose a plan Parent shall not, and shall not permit any of complete or partial liquidationits Subsidiaries to, restructuring, recapitalization or other reorganization; (c) take any action (or omit to take any action) with the knowledge that such action (or omission) would be reasonably be expected likely to result in a requirement to seek the approval by holders breach of Parent Stock of the transactions contemplated herebySection 5.15; orand (de) agreeParent shall not, resolve and shall not permit any of its Subsidiaries to, agree or commit to do any of the foregoing.

Conduct of Parent. (a) From the date of this Agreement until the earlier to occur of the Effective Time and the date of termination of this Agreement in accordance with Article XAgreement, except (w) as required by Applicable Law, (x) as set forth in Section 7.01(a) of the Parent Disclosure Schedule, (y) as otherwise required or expressly contemplated by this Agreement, as set forth in Section 7.1 or (z) with the prior written consent of the Parent Disclosure Letter, as consented to in writing by the Company (such which consent shall not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law), Parent shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in the ordinary course of business in all material respects in and to preserve intact its business organization, keep available the ordinary courseservices of its and their present officers and key employees and maintain its existing relations and goodwill with material customers, members, suppliers, licensors, licensees and other Third Parties with whom it has material business relations; provided, however, provided that (i) no action that is specifically by Parent or any of its Subsidiaries to the extent expressly permitted by an exception to any of clauses (aSection 7.01(b)(i) through (dSection 7.01(b)(x) shall be deemed to be a breach of this Section 7.1 7.01(a) and (ii) any failure to take any action prohibited by Section 7.01(b)(i) through Section 7.01(b)(x) shall not be deemed a breach of this sentence. Without limiting the generality of the foregoing, from Section 7.01(a). (b) From the date of this Agreement until the earlier to occur of the Effective Time and the date of valid termination of this Agreement in accordance with Article XAgreement, except (x) as required by Applicable Law, (y) as set forth in Section 7.01 of the Parent Disclosure Schedule, or (z) as otherwise required or expressly contemplated by this Agreement, as set forth in Section 7.1 of without the Parent Disclosure Letter, as consented to in writing by the Company Company’s prior written consent (such which consent shall not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law), Parent shall not, nor and shall it permit any of cause its Subsidiaries not to: (ai) adopt or propose any change to the Parent Organizational Documents; (ii) acquire (including by merger, consolidation, takeover offer, scheme of arrangement or acquisition of securities or assets or by any other means) or authorize or announce an intention to so acquire, or enter into any agreements providing for any acquisitions of, any securities of or other equity interest in or assets comprising a business or division of any Person, in each case for cash consideration, except (A) for transactions solely between Parent and a wholly owned Subsidiary of Parent or solely between wholly owned Subsidiaries of Parent or (B) any such acquisition involving cash payments not exceeding, individually or in the aggregate, $50,000,000; (iii) authorize, declare, set aside, make or pay any dividends or distribution with respect to its shares or other Equity Securities (whether in cash, assets, shares or other securities of Parent or any of its Subsidiaries) (other than dividends or distributions made by any wholly owned Subsidiary of Parent to Parent or to any wholly owned Subsidiary of Parent); (iv) (A) split, combine, consolidate, subdivide, reduce, reclassify or redesignate any of its share capital or other Equity Securities, or redeem, purchase, cancel or otherwise acquire or offer to acquire any of its share capital or other Equity Securities, or issue or authorize the issuance of any of its share capital or other Equity Securities or any other securities in respect of, in lieu of or in substitution for, shares of its share capital or other Equity Securities in Parent or any Subsidiary of Parent, except for (x) the acceptance of shares of Parent Common Stock as payment of the exercise price of options or equity awards and/or the payment of withholding taxes upon exercise or settlement of any such options or awards, or the acceptance or cancelation of shares of Parent Class B Common Stock upon the conversion or exchange thereof, or (y) any such transaction involving Parent and its wholly owned Subsidiary or only wholly owned Subsidiaries of Parent or (B) amend any term or alter any rights of any of the certificate of incorporation or bylaws outstanding shares of Parent Common Stock or other Equity Securities of Parent (other than Equity Securities granted under any Parent Employee Plan); (v) issue any shares of capital stock of Parent or issue any securities convertible into or exchangeable or exercisable for any such shares or other Equity Securities of Parent or its Subsidiaries, other than (A) issuances or grants of equity awards under Parent Employee Plans; provided that any such grants shall not, with respect to each Parent Employee Plan, cover a number of shares of Parent Common Stock that exceeds the sum of (1) the amount of Parent Common Stock that remains reserved, but unissued under such Parent Employee Plan as of the date of this Agreement plus (2) any shares of Parent Common Stock automatically added to the share reserve of such Parent Employee Plan following the date of this Agreement pursuant to its terms as in a manner that would have an adverse impact effect on the value date of this Agreement (including with respect to annual “evergreen” and share recycling provisions), (B) issuances of shares of Parent Common Stock or other securities as required pursuant to equity awards or obligations under Parent Employee Plans, or upon conversion of, or in exchange for, shares of Parent Class B Common Stock, (C) issuances of shares of Parent Common Stock not to exceed 20% of the aggregate amount of the shares of Parent Common Stock outstanding on the date of this Agreement in one or more transactions, the primary purpose of which is raising capital; provided that, with respect to this clause (C), (1) prior to (or on) December 31, 2024, Parent may not issue or sell any such shares in any such transaction at an offering price per share that is less than $6.37 and (2) on or after January 1, 2025, Parent may not issue or sell in such transactions shares of Parent Common Stock that exceed an amount equal to 10% of the aggregate amount of shares of Parent Common Stock outstanding on the date of this Agreement at an offering price per share that is less than $5.73, or (D) issuances of Parent Common Stock not to exceed an amount equal to 20% of the aggregate amount of the shares of Parent Common Stock outstanding on the date of this Agreement in one or more transactions that are part of one or more strategic transactions, the primary purpose of which is not raising capital between Parent or any of its Subsidiaries, on the one hand, and one or more Third Parties, on the other hand; provided that, with respect to this clause (D), Parent may not issue or sell shares of Parent Common Stock that exceed an amount equal to 10% of the aggregate amount of shares of Parent Common Stock outstanding on the date of this Agreement in such transactions for cash and provided, further, that the per share offering price of such shares issued or sold for cash may not be less than $5.73; (vi) liquidate (completely or partially), wind up, dissolve, place into administration or receivership, enter into any voluntary arrangement or other compromise with creditors, restructure, recapitalize or effect any other reorganization, or adopt any plan or resolution, or take any other action providing for any of the foregoing other than the winding up and dissolution of dormant Subsidiaries of Parent; (vii) make any material change in financial accounting policies, practices, principles or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by GAAP or Applicable Law; (viii) make, change or revoke any material Tax election adopt or change any Tax accounting period or material method of Tax accounting, amend any material Tax Return, file any material Tax Return that is materially inconsistent with a previously filed Tax Return of the same type for a prior taxable period, settle or compromise any material liability for Taxes or any Tax Proceeding relating to a material amount of Taxes, enter into any advance pricing agreement or “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local or non-U.S. law), request any ruling from any Taxing Authority (other than a ruling requested in connection with the Transaction that is not inconsistent with this Agreement, provided that Parent has notified the Company of such ruling request, provided the Company with a written copy of the proposed ruling request for its review and comment, and considered in good faith any reasonable comments received from the Company), assume any liability for a material amount of Taxes of any other Person by Contract (other than a Contract described in Section 5.15(c)(ii)(y)), change its jurisdiction of Tax residence or request or otherwise agree to an extension or waiver of the statute of limitations with respect to a material amount of Taxes; (ix) incur, assume, guarantee, endorse or otherwise become liable for or modify in any material respects the terms of any Indebtedness or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise), except for (A) for the incurrence of any Indebtedness solely among Parent and its wholly owned Subsidiaries or solely among wholly owned Subsidiaries of Parent, (B) currency derivatives not for speculative purposes, (C) Indebtedness of the type described in clause (d) or (g) of the definition of “Indebtedness” incurred in the ordinary course of business or (D) the incurrence of Indebtedness in an amount at any time outstanding pursuant to this clause (D) not to exceed $50,000,000 in the aggregate; or (x) agree or authorize, in writing or otherwise, to take any of the foregoing actions. (c) Until the earlier of the termination of this Agreement and the Closing, anything to the contrary set forth in this Agreement notwithstanding, Parent shall not, and shall cause its Affiliates not to, directly or indirectly (whether by merger, consolidation, takeover offer, scheme of arrangement or otherwise), acquire, purchase, lease or license or otherwise enter into a transaction with (or agree to acquire, purchase, lease or license or otherwise enter into a transaction with) any business, corporation, partnership, association or other business organization or division or part thereof that would reasonably be expected to prevent(i) impose any material delay in the satisfaction of, or impede increase materially the risk of not satisfying the conditions set forth in Section 9.01(d) (to the extent related to any Antitrust Law or delay, Foreign Investment Law) or the conditions set forth in Section 9.01(f); (ii) materially increase the risk of any Governmental Authority entering an Order prohibiting or enjoining the consummation of the Merger Transaction; or (iii) otherwise prevent or materially delay or impair the transactions contemplated hereby (provided, that any amendment to its certificate of incorporation solely to increase the authorized number of shares of any class or series consummation of the capital stock Transaction. The fact that a merger, acquisition or similar transaction requires approval under the Antitrust Laws or Foreign Investment Law shall not in and of Parent shall in no way be restricted by the foregoingitself restrict such transaction under this Section 7.01(c); (b) adopt or publicly propose a plan of complete or partial liquidation, restructuring, recapitalization or other reorganization; (c) take any action (or omit to take any action) with the knowledge that such action (or omission) would reasonably be expected to result in a requirement to seek the approval by holders of Parent Stock of the transactions contemplated hereby; or (d) agree, resolve or commit to do any of the foregoing.

Conduct of Parent. From the date of this Agreement hereof until the earlier to occur of the Effective Time and the date of termination of this Agreement in accordance with Article XTime, except as expressly contemplated or permitted by this Agreement, except as set forth in Section 7.1 7.01 of the Parent Disclosure Letter, Letter or as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed) or except as required by applicable Applicable Law, Parent shall, and shall cause each of its Subsidiaries to conduct its business in all material respects in the ordinary course; provided, however, that no action that is specifically permitted by any of clauses (a) through (d) of this Section 7.1 shall be deemed a breach of this sentencecourse consistent with past practice and use its commercially reasonable efforts to preserve intact its business organizations and relationships with material Third Parties. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier to occur of the Effective Time and the date of termination of this Agreement in accordance with Article X, except as expressly contemplated or permitted by this Agreement, except as set forth in Section 7.1 7.01 of the Parent Disclosure Letter, Letter or as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed) ), or except as required by applicable Applicable Law, from the date hereof until the Effective Time Parent shall not, nor shall it permit any of its Subsidiaries to: (a) amend the certificate articles of incorporation or bylaws of Parent in a manner that would have an a material and adverse impact on the value of Parent Stock Stock; (b) pay any extraordinary dividend or other extraordinary distribution (whether in cash, stock or property or any combination thereof) in respect of the capital stock of Parent, or redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any capital stock of Parent in a manner inconsistent with past practice; (c) acquire (or agree to acquire) (i) any assets utilized in production or transportation of natural gas or (ii) more than 50% of the voting interests of any entity that is a going concern, if, individually or in the aggregate, such acquisition or acquisitions would reasonably be expected to prevent, materially impede, interfere with or impede or delay, delay the consummation of the Merger or and the other transactions contemplated hereby (provided, that any amendment to its certificate of incorporation solely to increase the authorized number of shares of any class or series of the capital stock of Parent shall in no way be restricted by the foregoing)this Agreement; (bd) adopt or publicly propose a plan of complete or partial liquidation, restructuring, recapitalization or other reorganization; (c) knowingly and intentionally take any action (or omit to take any action) with the knowledge that such action (or omission) would reasonably be expected to result in a requirement to seek the approval by holders make any material representation or warranty of Parent Stock of hereunder inaccurate in any material respect at, or immediately prior to, the transactions contemplated herebyEffective Time; or (de) agree, resolve authorize or commit enter into any agreement to do any of the foregoing.

Conduct of Parent. (a) From the date of this Agreement until the earlier to occur of the Effective Time and the date of termination of this Agreement in accordance with Article XAgreement, except (i) as prohibited or required by Applicable Law, (ii) as a result of COVID-19 Measures, (iii) as set forth in Section 6.02 of the Parent Disclosure Schedule, or (iv) as otherwise required or expressly contemplated by this Agreement, as set forth in Section 7.1 of the Parent Disclosure Letter, as consented to in writing by unless the Company shall have given its prior written consent (such which consent shall not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law), Parent shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in all material respects in the ordinary coursecourse of business consistent with past practice and to preserve intact its business organization keep available the services of its employees who are integral to the operation of the business as presently conducted and maintain its existing relations and goodwill with material customers, members, suppliers, licensors, licensees and other Third Parties with whom it has material business relations; provided, however, that no action that is specifically by Parent or any of its Subsidiaries to the extent expressly permitted by an exception to any of clauses (aSection 6.02(b)(i) through (dSection 6.02(b)(xii) of this Section 7.1 shall be deemed a breach of this sentence. Without limiting the generality of the foregoing, from . (b) From the date of this Agreement until the earlier to occur of the Effective Time and the date of termination of this Agreement in accordance with Article XAgreement, except (x) as prohibited or required by Applicable Law, (y) as set forth in Section 6.02 of the Parent Disclosure Schedule, or (z) as otherwise required or expressly contemplated by this Agreement, as set forth in Section 7.1 of without the Parent Disclosure Letter, as consented to in writing by the Company Company’s prior written consent (such which consent shall not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law), Parent shall not, nor and shall it permit cause each of its Subsidiaries not to: (i) adopt or propose any change (A) to the Parent Organizational Documents that would adversely impact the rights of the holders of the Parent Ordinary Shares or the holders of the Parent ADSs, or (B) the organizational documents of Merger Sub; (ii) other than in the ordinary course of business, (A) acquire (including by merger, consolidation, or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, securities or property, other than inventory acquired in the ordinary course of business consistent with past practice, or (B) effect or be a party to any merger, consolidation, business combination, liquidation, dissolution, recapitalization or restructuring; (iii) (A) split, combine or reclassify any shares of its capital stock (other than transactions (1) solely among Parent and one or more of its wholly owned Subsidiaries or (2) solely among Parent’s wholly owned Subsidiaries), (B) amend any term or alter any rights of any of the outstanding Equity Securities of Parent, (C) declare, set aside or pay any dividend or make any other distribution (whether in cash, stock, property or any combination thereof) in respect of any shares of its capital stock or other Equity Securities, (D) enter into any Contract with respect to the voting or registration of any Equity Securities of Parent or (E) redeem, repurchase, cancel or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any of its Equity Securities or any Equity Securities of any Subsidiary of Parent, other than repurchases of (1) Parent Ordinary Shares or Parent ADSs (whether directly by Parent or by a third party employee benefit trust funded by Parent) in connection with the exercise, vesting or settlement of Parent Equity Awards (including in satisfaction of any amounts required to be deducted or withheld under Applicable Law), in each case outstanding as of the date of this Agreement in accordance with the present terms of such Parent Equity Awards or granted after the date of this Agreement to the extent permitted by this Agreement, or (2) Parent Warrants or any other convertible Equity Securities of Parent in accordance with the terms thereof; (iv) issue, deliver, sell, grant, pledge or otherwise encumber or subject to any Lien, or authorize the issuance, delivery, sale, pledge or other encumbrance of, any shares of its capital stock or any other Equity Securities, other than (A) the issuance of any shares of Parent Ordinary Shares upon the exercise, vesting or settlement of Parent Equity Awards or the exercise of Parent Warrants or any other convertible Equity Securities of Parent, (B) the grant of Parent Equity Awards to employees, directors or individual independent contractors of Parent or any of its Subsidiaries to:pursuant to Parent’s equity compensation plans in the ordinary course of business, (C) in connection with the allotment of the Parent Consideration Shares and/or the issuance of Parent ADSs in connection with the Merger (the “Parent ADS Issuance”) or (D) putting to Parent’s shareholders at the annual general meeting of Parent’s shareholders, and the passing of, customary resolutions in relation to Parent’s share capital; (av) authorize, make or incur any capital expenditures or obligations or liabilities in connection therewith, other than any not materially in excess of the capital expenditures expressly contemplated by the capital expenditure budget of Parent and its Subsidiaries made available to the Company prior to the date of this Agreement; (vi) sell, lease, license, transfer or otherwise dispose of any Subsidiary or any division thereof or of Parent or any assets, securities or property, other than sales or dispositions of inventory in the ordinary course of business consistent with past practice; (vii) make any material loans, advances or capital contributions to, or investments in, any other Person, other than loans, advances, capital contributions or investments (A) by Parent to or in, as applicable one or more of its wholly owned Subsidiaries or (B) by any Subsidiary of Parent to or in, as applicable, Parent or any wholly owned Subsidiary of Parent; (viii) incur, assume, guarantee, repurchase, otherwise become liable for or prepay any indebtedness for borrowed money or issue or sell any debt securities or any options, warrants or other rights to acquire debt securities (in each case, whether, directly or indirectly, on a contingent basis or otherwise), or forgive any loans to the directors, officers or employees of Parent or any of its Subsidiaries; (ix) enter into any new lease that would constitute a Parent Material Contract or amend the terms of any lease that constitutes a Parent Material Contract; (x) terminate, suspend, abrogate, amend or let lapse any material Parent Permit in a materially adverse manner to Parent or any of its Subsidiaries; (xi) change any method of financial accounting or financial accounting principles or practices, except for any such change required by a change in IFRS or Applicable Law, or revalue any of its material assets; (xii) enter into any new line of business outside of its existing business; (xiii) (A) make, change or revoke any material Tax election, (B) change any annual Tax accounting period, (C) adopt or change any material method of Tax accounting, (D) enter into any material closing agreement with respect to Taxes, (E) settle or surrender or otherwise concede, terminate or resolve any material Tax claim, audit, investigation or assessment for an amount in excess of $1 million individually or $3 million in the aggregate, (F) amend any material Tax Returns or (G) apply for a ruling from any Taxing Authority; (xiv) (A) pay, discharge, settle or satisfy any claims, liabilities or obligations (whether absolute, accrued, asserted or unasserted, contingent or otherwise), other than in the certificate ordinary course of incorporation business consistent with past practice or bylaws of Parent as required by their terms as in a manner that would have an adverse impact effect on the date of this Agreement, (B) cancel any material Indebtedness owed to Parent or any of its Subsidiaries, or (C) waive, release, grant or transfer any right of material value in each case for an amount in excess of Parent Stock $1,000,000 individually or that would $2,500,000 in the aggregate; (xv) (A) materially reduce the amount of any material insurance coverage provided by existing insurance policies or (B) fail to maintain in full force and effect insurance coverage materially consistent with past practices; (xvi) take any action (other than any action required by this Agreement) or knowingly fail to take any action (other than any action prohibited by this Agreement) where such action or failure to act could reasonably be expected to prevent(A) prevent or impede the Merger from qualifying for the Intended Tax Treatment, (B) cause the stockholders of the Company (other than any Excepted Stockholder) to recognize gain pursuant to Section 367(a)(1) of the Code, or (C) prevent or impede or delay, Parent from being able to deliver the consummation of the Merger or the transactions contemplated hereby (provided, that any amendment to its certificate of incorporation solely to increase the authorized number of shares of any class or series of the capital stock of executed Parent shall in no way be restricted by the foregoing)Tax Certificate at Closing; (b) adopt or publicly propose a plan of complete or partial liquidation, restructuring, recapitalization or other reorganization; (cxvii) take any action (or omit to take any action) with the knowledge that if such action (or omission) would could reasonably be expected to result in a requirement to seek the approval by holders of Parent Stock any of the transactions contemplated herebyconditions to the Merger set forth in Article VIII not being satisfied; or (dxviii) authorize, agree, resolve resolve, commit or commit propose to do any of the foregoing. (c) Nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or any of its Subsidiaries’ businesses or operations.

Conduct of Parent. From Except with the date of this Agreement until the earlier to occur prior written consent of the Effective Time and the date of termination of this Agreement in accordance with Article XCompany (which consent shall not be unreasonably withheld, except conditioned or delayed), as expressly contemplated by this Agreement, as set forth in Section 7.1 7.01 of the Parent Disclosure Letter, as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed) Letter or as required by applicable Applicable Law, from the date of this Amended and Restated Merger Agreement until the Effective Time, Parent shall, and shall cause each of its Subsidiaries to to, conduct its business in all material respects in the ordinary course; provided, however, that no action that is specifically permitted by any of clauses (a) through (d) of this Section 7.1 shall be deemed a breach of this sentence. Without limiting the generality of the foregoing, from except with the date prior written consent of this Agreement until the earlier to occur of the Effective Time and the date of termination of this Agreement in accordance with Article X, except as expressly contemplated by this Agreement, as set forth in Section 7.1 of the Parent Disclosure Letter, as consented to in writing by the Company (such which consent shall not to be unreasonably withheld, conditioned or delayed), as contemplated by this Agreement or set forth in Section 7.01 of the Parent Disclosure Letter, from the date hereof (except in the case of Section 7.01(a), which shall be from the date of this Amended and Restated Merger Agreement) or as required by applicable Lawuntil the Effective Time, Parent shall not, nor shall it permit any of its Subsidiaries to: (a) amend the its certificate of incorporation incorporation, bylaws or bylaws of Parent other similar organizational documents, in a each case, in any manner that would have an a material adverse impact effect on the value rights of holders of Parent Stock Class A Common Stock; (b) take any action or fail to take any action that would is intended or is reasonably be expected likely to prevent, or impede or delay, result in (i) a delay in the consummation of the Merger or the transactions contemplated hereby by this Agreement, (provided, that ii) any amendment impediment to its certificate of incorporation solely Parent’s ability to increase consummate the authorized number of shares of any class Merger or series of the capital stock of Parent shall in no way be restricted by the foregoing); (b) adopt or publicly propose a plan of complete or partial liquidation, restructuring, recapitalization or other reorganization; (c) take any action (or omit to take any action) with the knowledge that such action (or omission) would reasonably be expected to result in a requirement to seek the approval by holders of Parent Stock of the transactions contemplated herebyby this Agreement, (iii) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iv) any of the conditions to the Merger set forth in Article 9 not being satisfied or (v) a material violation of any provision of this Agreement, except, in each case, as required by Applicable Law; or (dc) agree, resolve or commit to do any of the foregoing.

Conduct of Parent. From the date of this Agreement until the earlier to occur of the Merger Effective Time and the date of termination of this Agreement in accordance with Article XAgreement, except (x) as prohibited or required by Applicable Law, (y) as set forth in Section 7.01 of the Parent Disclosure Schedule, or (z) as otherwise required or expressly contemplated by this Agreement, as set forth in Section 7.1 of unless the Parent Disclosure Letter, as consented to Company shall otherwise consent in writing by the Company (such which consent shall not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law), Parent shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in all material respects in the ordinary coursecourse of business consistent with past practice; provided, however, provided that (i) no action that is specifically by the Parent or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 7.01(a) through Section 7.01(f) will be a breach of this sentence and (ii) if Parent or any of its Subsidiaries seeks the consent of the Company to take any action prohibited by any of clauses (aSection 7.01(a) through (d) of this Section 7.1 shall 7.01(f), and such consent is withheld by the Company, the failure to take such action will not be deemed to be a breach of this sentence. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier to occur except (A) as prohibited or required by Applicable Law, (B) as set forth in Section 7.01 of the Effective Time and the date of termination of this Agreement in accordance with Article XParent Disclosure Schedule, except or (C) as otherwise required or expressly contemplated by this Agreement, as set forth in Section 7.1 of without the Parent Disclosure Letter, as consented to in writing by the Company Company’s prior written consent (such which consent shall not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law), Parent shall not, nor and shall it permit any cause each of its Subsidiaries not to: (a) amend adopt or propose any change to the Parent Organizational Documents or the certificate of incorporation or bylaws of Parent Merger Sub (whether by merger, consolidation or otherwise); (b) (i) merge or consolidate with any other Person, (ii) acquire (including by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, securities or property, (iii) otherwise purchase, lease, license or otherwise enter into a manner that would have an adverse impact on transaction, or (iv) agree to do any of the value foregoing, in each of Parent Stock cases (i), (ii), (iii) or (iv), that would reasonably be expected to prevent, prevent or impede or delay, delay in any material respect the consummation of the Merger or the transactions contemplated hereby by this Agreement, or (provided, that any amendment to its certificate of incorporation solely to increase the authorized number of shares of any class or series of the capital stock of Parent shall in no way be restricted by the foregoing); (bv) adopt or publicly propose a plan of complete or partial liquidation, restructuring, recapitalization liquidation or other reorganizationdissolution with respect to Parent or Merger Sub; (c) take (i) split, combine or reclassify any action shares of its capital stock (other than transactions (1) solely among Parent and one or omit more of its wholly owned Subsidiaries or (2) solely among Parent’s wholly owned Subsidiaries), (ii) declare, set aside or pay any dividend or make any other distribution (whether in cash, stock, property or any combination thereof) in respect of any shares of its capital stock or other Equity Securities, other than (A) in the case of Parent, regular cash dividends in the ordinary course of business consistent with past practice (including with respect to take the timing of declaration, and the record and payment dates) in an amount not to exceed $0.41 per share of Parent Common Stock per quarter (appropriately adjusted to reflect any actionstock dividends, subdivisions, splits, combinations or other similar events relating to Parent Common Stock), or (B) dividends or distributions by a Subsidiary of Parent to Parent or a wholly owned Subsidiary of Parent, or (iii) redeem, repurchase, cancel or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any of its Equity Securities or any Equity Securities of any Subsidiary of Parent, other than (A) repurchases of shares of Parent Common Stock at market price, or (B) repurchases of shares of Parent Common Stock in connection with the knowledge that such action (or omission) would reasonably be expected to result in a requirement to seek the approval by holders exercise of Parent Stock Options or the vesting or settlement of Parent Restricted Stock Units, Market Based Units, Performance Share Units and other Parent Equity Awards (including in satisfaction of any amounts required to be deducted or withheld under Applicable Law), in each case outstanding as of the date of this Agreement in accordance with the present terms of such Parent Equity Awards or granted after the date of this Agreement to the extent permitted by this Agreement; (d) issue, deliver or sell, or authorize the issuance, delivery or sale of, any shares of its capital stock or other Equity Securities, other than (i) the issuance of any shares of Parent Common Stock upon the exercise of Parent Equity Awards or other equity and equity-linked awards that are outstanding on the date of this Agreement or are granted after the date of this Agreement, (ii) with respect to capital stock or other Equity Securities of any Subsidiary of Parent, in connection with transactions contemplated hereby(A) solely among Parent and one or more of its wholly owned Subsidiaries or (B) solely among Parent’s wholly owned Subsidiaries, (iii) the grant of Parent Equity Awards or other equity and equity-linked awards to employees, directors or individual independent contractors of Parent or any of its Subsidiaries pursuant to Parent’s equity compensation plans or (iv) in connection with the Parent Share Issuance; (e) make any material change in any method of financial accounting or financial accounting principles or practices, except for any such change required by reason of (or, in the reasonable good-faith judgment of Parent, advisable under) a change in GAAP or Regulation S-X, as approved by its independent public accountants; or (df) agree, resolve commit or commit propose to do any of the foregoing.

Conduct of Parent. From the date of this Agreement until the earlier to occur of the Effective Time and the date of termination of this Agreement in accordance with Article Xand the Effective Time, except (x) as prohibited or required by Applicable Law, (y) as set forth in Section 7.01 of the Parent Disclosure Schedule or (z) as otherwise required or expressly contemplated by this Agreement, as set forth in Section 7.1 of the Parent Disclosure Letter, as consented to in writing by unless the Company shall otherwise consent (such which consent shall not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law), Parent shall, and shall cause each of its Subsidiaries to to, conduct its business in the ordinary course of business consistent with past practice and in compliance in all material respects in with all Applicable Laws and all Parent Permits and use its commercially reasonable efforts to preserve intact its business organization and relationships with customers, suppliers, licensors, licensees, distributors and other third parties and keep available the ordinary courseservices of its present officers and employees; provided, however, that no action that is or failure to take action by Parent or any of its Subsidiaries with respect to matters specifically permitted addressed by any provision of clauses (aSection 7.01(a) through (dc) of shall constitute a breach under this Section 7.1 shall be deemed paragraph unless such action or failure to take action would constitute a breach of this sentencesuch provision of Section 7.01(a) through (c), as applicable. Without limiting the generality of the foregoingforegoing and to the fullest extent permitted by Applicable Law, from the date of this Agreement until the earlier to occur of the Effective Time and the date of termination of this Agreement in accordance with Article Xand the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 7.1 of with the Parent Disclosure Letter, as consented to in writing by the Company Company’s prior written consent (such which consent shall not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law), Parent shall not, nor shall it permit any of its Subsidiaries to: (a) amend the adopt or propose any change in Parent’s certificate of incorporation or bylaws of Parent in a manner that would have an materially adverse impact on to the value of Parent Stock Company’s stockholders (whether by merger, consolidation or that would reasonably be expected to prevent, or impede or delay, the consummation of the Merger or the transactions contemplated hereby (provided, that any amendment to its certificate of incorporation solely to increase the authorized number of shares of any class or series of the capital stock of Parent shall in no way be restricted by the foregoingotherwise); (b) declare, set aside or pay any dividend or other distribution, payable in cash, stock or property, with respect to any of its capital stock, other than regular cash dividends in the ordinary course of business consistent with past practice; or (c) adopt or publicly propose a plan of complete or partial liquidation, restructuring, recapitalization liquidation or other reorganization; (c) take any action (or omit to take any action) with the knowledge that such action (or omission) would reasonably be expected to result in a requirement to seek the approval by holders dissolution of Parent Stock of the transactions contemplated hereby; or (d) agree, resolve or commit to do any of the foregoingParent.

Conduct of Parent. From the date of this Agreement until the earlier to occur of the Effective Time and the date of termination of this Agreement in accordance with Article X, except as expressly contemplated by this Agreement, as Except for matters set forth in Section 7.1 5.2 of the Parent Purchaser Disclosure Letter, as otherwise expressly contemplated by or specifically provided in this Agreement, as consented to in writing by the Company (such which consent shall not to be unreasonably withheld, conditioned withheld or delayed) or as required by applicable Law, from the date hereof until the earlier of the Effective Time and the time this Agreement is terminated in accordance with its terms, Parent shall, and shall cause each of use its Subsidiaries reasonable best efforts to (a) conduct its business in the ordinary course consistent with past practice, except as required to comply with the COVID-19 Measures, (b) preserve intact in all material respects its business organization, and its existing relationships with Persons having material business relationships therewith, and (c) comply with all applicable Law in the ordinary course; provided, however, that no action that is specifically permitted by any of clauses (a) through (d) of this Section 7.1 shall be deemed a breach of this sentenceall material respects. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier to occur of the Effective Time and the date of termination of this Agreement in accordance with Article X, except as expressly contemplated by this Agreement, as for matters set forth in Section 7.1 5.2 of the Parent Purchaser Disclosure LetterLetter or as expressly contemplated or specifically provided in this Agreement (including the Plan of Arrangement), as consented to in writing by without the prior written consent of the Company (such which consent shall not to be unreasonably withheld, conditioned withheld or delayed) or as required by applicable Law), Parent shall not: (a) amend or otherwise change its articles or bylaws in a manner that would prevent, nor materially delay or materially impede the ability of Parent to consummate the transactions contemplated by this Agreement or would disproportionately adversely impact the prospective holders of Exchangeable Shares relative to other holders of Parent Shares; (b) adopt a plan of complete or partial liquidation or dissolution of Parent; (c) and shall it not permit any of its Subsidiaries to: , acquire (aby purchase, merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, exchange offer, recapitalization, reorganization, share exchange, business combination or similar transaction) amend the certificate of incorporation any business or bylaws of Parent in a manner that would have an adverse impact on the value of Parent Stock or that assets which would reasonably be expected to prevent, materially delay or impede materially impair the ability of Parent or delay, the consummation of the Merger or Purchaser to consummate the transactions contemplated hereby (providedby this Agreement, that any amendment to its certificate of incorporation solely to increase including the authorized number of shares of any class or series of the capital stock of Parent shall in no way be restricted by the foregoing)Arrangement; (bd) adopt and shall not permit any of its Subsidiaries to, incur, assume, guarantee or publicly propose a plan otherwise become liable for any Indebtedness for borrowed money or any guarantee of complete or partial liquidationsuch Indebtedness except any such incurrence, restructuringassumption, recapitalization guarantee or other reorganizationliability which would not be reasonably expected to prevent, materially delay or materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement, including the Arrangement; (ce) take any action that would result in the need for Parent stockholder approval of the transactions contemplated by this Agreement; (or omit to f) take any action) with the knowledge action that such action (is intended to, or omission) would reasonably be expected to result to, individually or in a requirement to seek the approval by holders aggregate, prevent, materially delay or materially impede the ability of Parent Stock of or Purchaser to consummate the transactions contemplated herebyby this Agreement; or (dg) agreeannounce an intention, resolve enter into any formal or commit informal agreement or otherwise make a commitment, to do any of the foregoing.

Conduct of Parent. From the date of this Agreement Execution Date until the earlier to occur of the Effective Time and the date of termination of this Agreement in accordance with Article X, except as expressly contemplated by this Agreement, as set forth in Section 7.1 of the Parent Disclosure Letter, as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable LawClosing, Parent shall, and shall cause each of its Subsidiaries Merger Sub to, except as expressly required by this Agreement or any Transaction Document, as required by applicable Law or COVID-19 Measures or as consented to conduct by the Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), operate its business in all material respects in the ordinary course; provided, however, that no action that is specifically permitted by any of clauses (a) through (d) of this Section 7.1 shall be deemed a breach of this sentencecourse and consistent with past practice. Without limiting the generality of the foregoing, from except (w) as described in the date corresponding subsection of this Agreement until the earlier to occur of the Effective Time and the date of termination of this Agreement in accordance with Article X, except as expressly contemplated by this Agreement, as set forth in Section 7.1 6.1 of the Parent Disclosure Letter, (x) as consented otherwise expressly required by this Agreement or any Transaction Document, (y) as required by applicable Law or COVID-19 Measures or (z) as the Company shall otherwise consent to in writing by the Company (such which consent shall not to be unreasonably withheld, conditioned conditioned, delayed or delayed) or as required by applicable Lawdenied), Parent shall not, nor shall it will not and will not permit any of its Subsidiaries to: (a) amend the certificate of incorporation change, modify or bylaws of Parent in a manner that would have an adverse impact on the value of Parent Stock or that would reasonably be expected to preventamend, or impede seek any approval from the Parent Stockholders to change, modify or delayamend, the consummation of Parent Trust Agreement, the Merger Parent Organizational Documents or the transactions contemplated hereby (providedorganizational documents of Merger Sub, that any amendment other than to its certificate of incorporation solely to increase effectuate the authorized number of shares of any class or series of Parent Restated Charter and the capital stock of Parent shall in no way be restricted by the foregoing)Restated Bylaws; (b) (i) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding capital stock or other equity interests; (ii) split, combine, reclassify or otherwise change any of its capital stock or other equity interests; or (iii) other than the redemption of any shares of Parent Common Stock required by the Redemption Offer or as otherwise required by Parent’s Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any capital stock of, or other equity interests in, Parent; (c) enter into, or permit any of the assets owned or used by it to become bound by, any Contract, other than as expressly required in connection with the Transactions; (d) other than as expressly required by the Sponsor Support Agreement, enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Parent or Merger Sub (including, for the avoidance of doubt, (x) the Sponsor and (y) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); (e) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of the Company’s Subsidiaries or guaranty any debt securities of another Person, other than any (x) Indebtedness for borrowed money or guarantee incurred between Parent and Merger Sub and (y) Indebtedness for borrowed money not to exceed an aggregate of $1,500,000 between Parent and Sponsor; (f) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or otherwise knowingly and purposefully incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any other material liabilities, debts or obligations, other than the Parent Expenses; (g) make any loans, advances, guarantees or capital contributions to or investments in any Person (other than Merger Sub); (h) make any changes with respect to its accounting policies or procedures, except as required by changes in Law or GAAP; (i) (i) issue, sell, grant or authorize the issuance, sale or grant of any shares of capital stock or other securities of Parent or any of its Subsidiaries or any options, warrants, convertible securities, subscription rights or other similar rights entitling its holder to receive or acquire any shares of capital stock or other securities of Parent or any of its Subsidiaries, other than (A) in connection with the exercise of any Parent Warrants outstanding on the Execution Date, (B) any Working Capital Warrants (as defined in the Parent Warrant Agreement) or (C) the Transactions or (ii) amend, modify or waive any of the terms or rights set forth in any Parent Warrant, the Parent Warrant Agreement, any Parent Right or the Parent Rights Agreement, including any amendment, modification or reduction of the warrant price set forth therein, other than pursuant to the Sponsor Support Agreement; (j) except as contemplated by the Parent Incentive Plan, (i) adopt or publicly propose amend any Parent Benefit Plan, or enter into any employment contract or collective bargaining agreement or (ii) hire any employee or any other individual to provide services to Parent or its Subsidiaries following Closing; (k) except in the ordinary course of business consistent with past practice, file any material amended Tax Return, make, revoke or change any material Tax election, adopt or change any material Tax accounting method or period, enter into any agreement with a Governmental Entity with respect to material Taxes, settle or compromise any examination, audit or other action with a Governmental Entity of or relating to any material Taxes or settle or compromise any claim or assessment by a Governmental Entity in respect of material Taxes, or enter into any Tax sharing or similar agreement (excluding any commercial contract not primarily related to Taxes); (i) fail to maintain its existence or merge or consolidate with, or purchase any assets or equity securities of, any corporation, partnership, limited liability company, association, joint venture or other entity or organization or any division thereof; or (ii) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganizationreorganization of Parent or its Subsidiaries; (cm) take make any action capital expenditures; (n) make any loans, advances or omit capital contributions to, or investments in, any other Person (including to take any actionof its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (o) with enter into any new line of business outside of the knowledge that such action business currently conducted by Parent and its Subsidiaries as of the Execution Date; (p) fail to maintain, cancel or omission) would reasonably be expected to result materially change coverage under, in a requirement manner materially detrimental to seek Parent or Merger Sub, any insurance policy maintained with respect to Parent or Merger Sub and their assets and properties; (q) settle any Proceeding, except claims not involving Parent Stockholder Litigation (which shall be subject to Section 6.12), in the approval ordinary course of business or where such settlement is covered by holders insurance or involves only the payment of Parent Stock of monetary damages in an amount not more than $250,000 in the transactions contemplated herebyaggregate; or (dr) agreeenter into any Contract, resolve or commit otherwise become obligated, to do do, or authorize any of the foregoing.

Conduct of Parent. From the date of this Agreement until the earlier to occur of the Effective Time and the date of termination of this Agreement in accordance with Article X, except as expressly contemplated by this Agreement, as set forth in Section 7.1 of the Parent Disclosure Letter, as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable LawClosing, Parent shall, and shall cause each of its Subsidiaries Merger Sub to, except as expressly required or permitted by this Agreement or any Transaction Document (including as contemplated by the Private Placements), as required by applicable Law or as consented to conduct by the Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), operate its business in all material respects in the ordinary course; provided, however, that no action that is specifically permitted by any of clauses (a) through (d) of this Section 7.1 shall be deemed a breach of this sentencecourse and consistent with past practice. Without limiting the generality of the foregoing, from except (w) as described in the date corresponding subsection of this Agreement until the earlier to occur of the Effective Time and the date of termination of this Agreement in accordance with Article X, except as expressly contemplated by this Agreement, as set forth in Section 7.1 6.1 of the Parent Disclosure Letter, (x) as consented otherwise expressly required or permitted by this Agreement or any Transaction Document (including as contemplated by the Private Placements), (y) as required by applicable Law or (z) as the Company shall otherwise consent to in writing by the Company (such which consent shall not to be unreasonably withheld, conditioned conditioned, delayed or delayed) or as required by applicable Lawdenied), Parent shall not, nor shall it will not and will not permit any of its Subsidiaries to: (a) amend the certificate of incorporation change, modify or bylaws of Parent in a manner that would have an adverse impact on the value of Parent Stock or that would reasonably be expected to preventamend, or impede seek any approval from the Parent Stockholders to change, modify or delayamend, the consummation of Parent Trust Agreement, the Merger Parent Organizational Documents or the transactions contemplated hereby (providedOrganizational Documents of Merger Sub, that any amendment other than to its certificate of incorporation solely to increase effectuate the authorized number of shares of any class or series of Parent Restated Charter and the capital stock of Parent shall in no way be restricted by the foregoing)Restated Bylaws; (b) adopt (i) make, declare, set aside or publicly propose a plan pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of complete or partial liquidation, restructuring, recapitalization any of its outstanding capital stock or other reorganization; equity interests; (cii) take split, combine, reclassify or otherwise change any action of its capital stock or other equity interests; or (or omit to take iii) other than the redemption of any action) with the knowledge that such action (or omission) would reasonably be expected to result in a requirement to seek the approval by holders shares of Parent Common Stock of required by the transactions contemplated hereby; or (d) agreeRedemption Offer or as otherwise required by Parent’s Organizational Documents in order to consummate the Transactions, resolve repurchase, redeem or commit otherwise acquire, or offer to do repurchase, redeem or otherwise acquire, any of the foregoing.capital stock of, or other equity interests in, Parent;

Conduct of Parent. (a) From the date of this Agreement until the earlier to occur of the Effective Time and the date of termination of this Agreement in accordance with Article XAgreement, except (w) as required by Applicable Law, (x) as set forth in Section 7.01(a) of the Parent Disclosure Schedule, (y) as otherwise required or expressly contemplated by this Agreement, as set forth in Section 7.1 or (z) with the prior written consent of the Parent Disclosure Letter, as consented to in writing by the Company (such which consent shall not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law), Parent shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in the ordinary course of business in all material respects in and to preserve intact its business organization, keep available the ordinary courseservices of its and their present officers and key employees and maintain its existing relations and goodwill with material customers, members, suppliers, licensors, licensees and other Third Parties with whom it has material business relations; provided, however, provided that (i) no action that is specifically by Parent or any of its Subsidiaries to the extent expressly permitted by an exception to any of clauses (aSection 7.01(b)(i) through (dSection 7.01(b)(x) shall be deemed to be a breach of this Section 7.1 7.01(a) and (ii) any failure to take any action prohibited by Section 7.01(b)(i) through Section 7.01(b)(x) shall not be deemed a breach of this sentence. Without limiting the generality of the foregoing, from Section 7.01(a). (b) From the date of this Agreement until the earlier to occur of the Effective Time and the date of valid termination of this Agreement in accordance with Article XAgreement, except (x) as required by Applicable Law, (y) as set forth in Section 7.01 of the Parent Disclosure Schedule, or (z) as otherwise required or expressly contemplated by this Agreement, as set forth in Section 7.1 of without the Parent Disclosure Letter, as consented to in writing by the Company Company’s prior written consent (such which consent shall not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law), Parent shall not, nor and shall it permit any of cause its Subsidiaries not to: (ai) adopt or propose any change to the Parent Organizational Documents; (ii) acquire (including by merger, consolidation, takeover offer, scheme of arrangement or acquisition of securities or assets or by any other means) or authorize or announce an intention to so acquire, or enter into any agreements providing for any acquisitions of, any securities of or other equity interest in or assets comprising a business or division of any Person, in each case for cash consideration, except (A) for transactions solely between Parent and a wholly owned Subsidiary of Parent or solely between wholly owned Subsidiaries of Parent or (B) any such acquisition involving cash payments not exceeding, individually or in the aggregate, $50,000,000; (iii) authorize, declare, set aside, make or pay any dividends or distribution with respect to its shares or other Equity Securities (whether in cash, assets, shares or other securities of Parent or any of its Subsidiaries) (other than dividends or distributions made by any wholly owned Subsidiary of Parent to Parent or to any wholly owned Subsidiary of Parent); (iv) (A) split, combine, consolidate, subdivide, reduce, reclassify or redesignate any of its share capital or other Equity Securities, or redeem, purchase, cancel or otherwise acquire or offer to acquire any of its share capital or other Equity Securities, or issue or authorize the issuance of any of its share capital or other Equity Securities or any other securities in respect of, in lieu of or in substitution for, shares of its share capital or other Equity Securities in Parent or any Subsidiary of Parent, except for (x) the acceptance of shares of Parent Common Stock as payment of the exercise price of options or equity awards and/or the payment of withholding taxes upon exercise or settlement of any such options or awards, or the acceptance or cancelation of shares of Parent TABLE OF CONTENTS Class B Common Stock upon the conversion or exchange thereof, or (y) any such transaction involving Parent and its wholly owned Subsidiary or only wholly owned Subsidiaries of Parent or (B) amend any term or alter any rights of any of the certificate of incorporation or bylaws outstanding shares of Parent in a manner that would have an adverse impact on the value Common Stock or other Equity Securities of Parent Stock (other than Equity Securities granted under any Parent Employee Plan); (v) issue any shares of capital stock of Parent or that would reasonably be expected to preventissue any securities convertible into or exchangeable or exercisable for any such shares or other Equity Securities of Parent or its Subsidiaries, other than (A) issuances or impede or delay, the consummation grants of the Merger or the transactions contemplated hereby (provided, equity awards under Parent Employee Plans; provided that any amendment such grants shall not, with respect to its certificate of incorporation solely to increase the authorized each Parent Employee Plan, cover a number of shares of any class or series Parent Common Stock that exceeds the sum of (1) the amount of Parent Common Stock that remains reserved, but unissued under such Parent Employee Plan as of the capital stock date of this Agreement plus (2) any shares of Parent shall Common Stock automatically added to the share reserve of such Parent Employee Plan following the date of this Agreement pursuant to its terms as in no way effect on the date of this Agreement (including with respect to annual “evergreen” and share recycling provisions), (B) issuances of shares of Parent Common Stock or other securities as required pursuant to equity awards or obligations under Parent Employee Plans, or upon conversion of, or in exchange for, shares of Parent Class B Common Stock, (C) issuances of shares of Parent Common Stock not to exceed 20% of the aggregate amount of the shares of Parent Common Stock outstanding on the date of this Agreement in one or more transactions, the primary purpose of which is raising capital; provided that, with respect to this clause (C), (1) prior to (or on) December 31, 2024, Parent may not issue or sell any such shares in any such transaction at an offering price per share that is less than $6.37 and (2) on or after January 1, 2025, Parent may not issue or sell in such transactions shares of Parent Common Stock that exceed an amount equal to 10% of the aggregate amount of shares of Parent Common Stock outstanding on the date of this Agreement at an offering price per share that is less than $5.73, or (D) issuances of Parent Common Stock not to exceed an amount equal to 20% of the aggregate amount of the shares of Parent Common Stock outstanding on the date of this Agreement in one or more transactions that are part of one or more strategic transactions, the primary purpose of which is not raising capital between Parent or any of its Subsidiaries, on the one hand, and one or more Third Parties, on the other hand; provided that, with respect to this clause (D), Parent may not issue or sell shares of Parent Common Stock that exceed an amount equal to 10% of the aggregate amount of shares of Parent Common Stock outstanding on the date of this Agreement in such transactions for cash and provided, further, that the per share offering price of such shares issued or sold for cash may not be restricted by the foregoing)less than $5.73; (bvi) adopt liquidate (completely or publicly propose a plan of complete partially), wind up, dissolve, place into administration or partial liquidationreceivership, restructuring, recapitalization enter into any voluntary arrangement or other compromise with creditors, restructure, recapitalize or effect any other reorganization, or adopt any plan or resolution, or take any other action providing for any of the foregoing other than the winding up and dissolution of dormant Subsidiaries of Parent; (cvii) take make any action material change in financial accounting policies, practices, principles or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by GAAP or Applicable Law; (viii) make, change or revoke any material Tax election adopt or change any Tax accounting period or material method of Tax accounting, amend any material Tax Return, file any material Tax Return that is materially inconsistent with a previously filed Tax Return of the same type for a prior taxable period, settle or compromise any material liability for Taxes or any Tax Proceeding relating to a material amount of Taxes, enter into any advance pricing agreement or “closing agreement” within the meaning of Section 7121 of the Code (or omit to take any action) similar provision of state, local or non-U.S. law), request any ruling from any Taxing Authority (other than a ruling requested in connection with the knowledge Transaction that is not inconsistent with this Agreement, provided that Parent has notified the Company of such action (or omission) would reasonably be expected to result in ruling request, provided the Company with a requirement to seek the approval by holders of Parent Stock written copy of the transactions contemplated hereby; or (d) agreeproposed ruling request for its review and comment, resolve or commit to do and considered in good faith any of reasonable comments received from the foregoing.Company), assume any liability for a material amount of

Conduct of Parent. From the date of this Agreement until the earlier to occur of the Effective Time and the date of termination of this Agreement in accordance with Article X, except (a) Except as expressly contemplated by this Agreement, as set forth described in Section 7.1 5.2(a) of the Parent Disclosure Letter, or as consented otherwise expressly required or permitted by this Agreement or any Transaction Document (including as contemplated by the PIPE Investment), Parent covenants and agrees as to itself and Merger Sub that, during the period from the Execution Date until the Closing, unless the Company shall otherwise approve in writing by the Company (such consent approval not to be unreasonably withheldwithheld or delayed) and except as required by applicable Laws or to comply with COVID-19 Measures: (i) the business of it and Merger Sub shall be conducted in the ordinary course in all material respects consistent with past practice; and (ii) Parent and Merger Sub shall have no other activity. (b) Without limiting the generality of, conditioned and in furtherance of, the foregoing, from the Execution Date until the Closing: except (x) as otherwise expressly required by this Agreement or as described in Section 5.2(a) of the Parent Disclosure Letter, (y) as the Company may approve in writing (such approval not to be unreasonably withheld or delayed) or (z) as required by applicable Law, Parent shall, and shall cause each of its Subsidiaries or to conduct its business in all material respects in the ordinary course; provided, however, that no action that is specifically permitted by any of clauses (a) through (d) of this Section 7.1 shall be deemed a breach of this sentence. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier to occur of the Effective Time and the date of termination of this Agreement in accordance comply with Article X, except as expressly contemplated by this Agreement, as set forth in Section 7.1 of the Parent Disclosure Letter, as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable LawCOVID-19 Measures, Parent shall not, nor shall it will not and will not permit any of its Subsidiaries Merger Sub to: (ai) adopt any change in their Organizational Documents, amend the certificate Parent Trust Agreement, make any other agreement related to the Parent Trust Account, or make any distribution of incorporation or bylaws of amounts held in the Parent Trust Account, other than in a manner that would have an adverse impact on connection with the value of Parent Stock Redemption; (ii) declare, set aside, make or that would reasonably be expected pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to preventany of its capital stock or repurchase or redeem any Parent Common Stock, other than in connection with the Parent Stock Redemption, the PIPE Investment or the conversion of Convertible Notes; (iii) issue, sell, pledge, dispose of, grant, transfer, encumber, or impede authorize the issuance, sale, pledge, disposition, grant, transfer or delayencumbrance of, the consummation of the Merger or the transactions contemplated hereby (provided, that any amendment to its certificate of incorporation solely to increase the authorized number of shares of any class or series of the capital stock of Parent shall or Merger Sub (other than the issuance of shares by a wholly owned Subsidiary of Parent to Parent or another wholly owned Subsidiary of Parent), or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any shares of such capital stock, other than in no way be restricted connection with the Parent Stock Redemption or the PIPE Investment or the conversion of Convertible Notes; (iv) reclassify, recapitalize, exchange, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or securities convertible or exchangeable into or exercisable for any shares of its capital stock, other than in connection with the Parent Stock Redemption or the PIPE Investment or the conversion of Convertible Notes; (v) enter into, or permit any of the assets owned or used by it to become bound by, any Contract, other than as expressly required in connection with the foregoingTransactions; (vi) make any loans, advances, guarantees or capital contributions to or investments in any Person (other than the Company or any direct or indirect wholly owned Subsidiary of the Company); (bvii) adopt make any changes with respect to its accounting policies or publicly propose a plan of complete procedures, except as required by changes in Law or partial liquidation, restructuring, recapitalization or other reorganizationGAAP; (cviii) make, change or revoke any material Tax election, prepare any material Tax Return in a manner which is inconsistent with the past practices of Parent or Merger Sub with respect to the treatment of items on such Tax Returns, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to Parent or Merger Sub, file any amended material Tax Return or a claim for refund of material Taxes with respect to the income, assets or operations of Parent or Merger Sub or settle or compromise any material income Tax liability; (ix) take any steps for liquidation, winding-up, receivership, freeze of proceedings, arrangements with creditors or any similar action or proceeding by or in respect of Parent of Merger Sub; (x) take any actions or omit to take any action) with actions that would, individually or in the knowledge that such action (or omission) would aggregate, reasonably be expected to result in any of the conditions set forth in Article VI not being satisfied; (xi) incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person or Persons, as applicable, enter into any “keep well” or other agreements to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing, in each case, except in the ordinary course of business consistent with past practice or except a requirement loan from Sponsor or an affiliate thereof or certain of Parent’s officers and directors to seek the approval by holders of Parent Stock of finance Parent’s transaction costs in connection with the transactions contemplated hereby; or (dxii) agree, resolve authorize or commit to do any of the foregoing.