Common use of Conduct of the Business of Parent Clause in Contracts

Conduct of the Business of Parent. (a) During the Interim Period, Parent shall, and shall cause each of its Subsidiaries, except (i) as expressly permitted or required by this Agreement, (ii) as required by applicable Law, (iii) in connection with a Parent COVID Action or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed), to use reasonable best efforts to operate in the ordinary course of business. Notwithstanding the foregoing, Parent and its Subsidiaries shall be permitted to take, and nothing in this Agreement shall prohibit Parent or its Subsidiaries from taking, any Parent COVID Action. (b) Without limiting the generality of the foregoing, during the Interim Period, except (A) as otherwise expressly permitted or required by this Agreement, (B) as set forth in Section 7.01(b) of the Parent Disclosure Letter, (C) as required by and not in contravention of applicable Law or (D) in connection with a Parent COVID Action, Parent shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed): (i) amend or propose to amend the Charter Documents of Parent (whether by merger, consolidation or otherwise); (ii) propose or adopt any plan of merger, consolidation, reorganization, liquidation, scheme of arrangement, tender offer or dissolution of Parent or any of its material Subsidiaries, file a petition in bankruptcy under any provisions of federal or state bankruptcy Law on behalf of Parent or any of its material Subsidiaries or consent to the filing of any bankruptcy petition against Parent or any of its material Subsidiaries under any similar applicable Law; (iii) (A) split, combine, or reclassify or otherwise amend the terms of any Parent Securities, (B) repurchase, redeem, or otherwise acquire, or offer to repurchase, redeem, or otherwise acquire, any Parent Securities (other than for purposes of effecting a net exercise or settlement or net share withholding, in satisfaction of any exercise price or required tax withholdings, under, or in connection with the forfeiture of, any Parent Equity Award), (C) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, shares of Parent (other than upon the grant, exercise or settlement of any Parent Equity Award) or (D) establish a record date for, declare, set aside, accrue or pay any dividend or distribution (whether in cash, stock, property, or otherwise) in respect of, or enter into any Contract with respect to the voting of, any shares or other securities (other than dividends from its direct or indirect wholly owned Subsidiaries); (iv) other than with respect to any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), issue, sell, pledge, dispose of, transfer, lease, grant any Lien on, or otherwise encumber or enter into any Contract or other agreement with respect to any Parent Securities or Parent Subsidiary Securities, other than the issuance of shares of Parent Ordinary Shares upon the grant, exercise or settlement of any Parent Equity Award; (v) other than any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), repurchase, prepay, assume or incur any Indebtedness or guarantee any such Indebtedness of another Person, issue or sell any debt securities or options, warrants, calls, or other rights to acquire any debt securities of Parent or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other Contract to maintain any financial statement condition of any other Person (other than any wholly owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings incurred in the ordinary course of business (including in connection with the financing of ordinary course trade payables consistent with past practice) that do not, at any time, exceed $10,000,000 in the aggregate; (vi) except in connection with actions permitted by Section 7.02 hereof, take any action to exempt any Person from, or make any acquisition of securities of Parent by any Person not subject to, any state takeover statute or similar statute or regulation that applies to Parent with respect to a Parent Takeover Proposal or otherwise, including the restrictions on “business combinations” set forth in Section 203 of the DGCL, except for the Company or any of its Subsidiaries or Affiliates, or the transactions contemplated by this Agreement; (vii) other than with respect to any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), abandon, allow to lapse, sell, assign, transfer, grant any security interest in otherwise encumber or dispose of any material Parent IP, or grant any right or license to any material Parent IP other than pursuant to non-exclusive licenses or sublicenses entered into in the ordinary course of business consistent with past practice; (viii) adopt or implement any stockholder rights plan or similar arrangement; or (ix) authorize, resolve, agree or commit to do any of the foregoing.

Conduct of the Business of Parent. (a) During the Interim Pre-Closing Period, Parent shall, and shall cause each of its Subsidiaries, except (iw) as expressly permitted or required by set forth in Part 4.3 of the Parent Disclosure Schedule, (x) to the extent necessary to comply with Parent’s obligations under this Agreement, (iiy) as required by necessary to ensure that the Parent complies with applicable LawLaws, (iii) in connection with a Parent COVID Action or (ivz) with the prior written Company’s consent of the Company (which consent shall not be unreasonably withheld, conditionedconditioned or delayed): Parent shall not: (a) change or amend the Parent Charter or Parent’s bylaws, or delayed), to use reasonable best efforts to operate in authorize or propose the ordinary course of business. Notwithstanding the foregoing, Parent and its Subsidiaries shall be permitted to take, and nothing in this Agreement shall prohibit Parent or its Subsidiaries from taking, any Parent COVID Action.same; (b) Without limiting reclassify, combine split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock in any manner that would have (or would reasonably be expected to have) a material and adverse impact on the generality value of the foregoing, during the Interim PeriodParent Common Stock, except (A) as otherwise expressly permitted or required for repurchases made in the Ordinary Course of Business with respect to of equity awards issued by this Agreement, Parent; (B) as declare, set forth aside, make or pay any dividend or other distribution, payable in Section 7.01(b) cash, stock, property or otherwise, with respect to any of the its capital stock except for dividends or other distributions made by any direct or indirect wholly-owned Subsidiary of Parent Disclosure Letter, to Parent or one of its other wholly-owned Subsidiaries; or (C) as required by and not in contravention of applicable Law or (D) in connection with a Parent COVID Action, Parent shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed): (i) amend or propose to amend the Charter Documents of Parent (whether by merger, consolidation or otherwise); (ii) propose or adopt any plan of merger, consolidation, reorganization, liquidation, scheme of arrangement, tender offer or dissolution of Parent or any of its material Subsidiaries, file a petition in bankruptcy under any provisions of federal or state bankruptcy Law on behalf of Parent or any of its material Subsidiaries or consent to the filing of any bankruptcy petition against Parent or any of its material Subsidiaries under any similar applicable Law; (iii) (A) split, combine, or reclassify or otherwise amend the terms of any Parent Securities, (B) repurchase, redeem, redeem or otherwise acquire, or offer to repurchase, redeem, redeem or otherwise acquire, any Parent Securities (other than for purposes of effecting a net exercise capital stock or settlement or net share withholding, in satisfaction of any exercise price or required tax withholdings, under, or in connection with the forfeiture of, any Parent Equity Award), (C) issue or authorize the issuance of any other voting securities in respect of, in lieu of or in substitution for, shares of Parent (other than upon the grant, exercise or settlement of any Parent Equity Award) or (D) establish a record date for, declare, set aside, accrue or pay any dividend or distribution (whether in cash, stock, property, or otherwise) in respect of, or enter equity interests in, Parent or any Parent Subsidiary or any securities of Parent or any Parent Subsidiary convertible into any Contract with respect to the or exchangeable or exercisable for capital stock or voting securities of, or equity interests in, Parent or any shares or other securities (other than dividends from its direct or indirect wholly owned Subsidiaries); (iv) other than with respect to any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), issue, sell, pledge, dispose of, transfer, lease, grant any Lien onParent Subsidiary, or otherwise encumber or enter into any Contract or other agreement with respect to any Parent Securities or Parent Subsidiary Securities, other than the issuance of shares of Parent Ordinary Shares upon the grant, exercise or settlement of any Parent Equity Award; (v) other than any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), repurchase, prepay, assume or incur any Indebtedness or guarantee any such Indebtedness of another Person, issue or sell any debt securities or options, warrants, calls, options or other rights to acquire any debt such capital stock, securities of Parent or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other Contract to maintain any financial statement condition of any other Person (other than any wholly owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoinginterests, other than borrowings incurred the withholding of Parent Common Stock to satisfy the exercise price and/or Tax obligations with respect to awards granted pursuant to any Parent Equity Plan; (c) issue, deliver, transfer or sell, or authorize to issue, deliver, transfer or sell, any shares of Parent Capital Stock or securities convertible into, or subscriptions, rights, calls, conversion rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any such shares or other convertible securities, or authorize or propose any change in its equity capitalization or capital structure; provided, however, that the ordinary course Parent may issue shares of business (including Parent Common Stock in connection with the financing of ordinary course trade payables consistent with past practice) that do notContemplated Transactions, at any time, exceed $10,000,000 in the aggregate; (vi) except in connection with actions permitted by Section 7.02 hereof, take any action to exempt any Person from, or make any acquisition of securities of Parent by any Person not subject to, any state takeover statute or similar statute or regulation that applies to Parent with respect to a Parent Takeover Proposal or otherwise, including the restrictions on “business combinations” set forth in Section 203 of the DGCL, except for the Company or any of its Subsidiaries or Affiliates, or the transactions contemplated by this Agreement; (vii) other than with respect to any Indebtedness incurred or repaid in connection with the transactions contemplated by exercise of options, warrants or other rights to purchase Parent Capital Stock outstanding as of the date of this Agreement (including any Debt Financing or Take-Out Financing), abandon, allow to lapse, sell, assign, transfer, grant any security interest in otherwise encumber or dispose of any material Parent IPAgreement, or grant pursuant to the Parent Plans; (d) enter into or adopt any right plan or license to any material Parent IP agreement of complete or partial liquidation, restructuring, recapitalization or dissolution, or file a voluntary petition in bankruptcy or commence a voluntary legal procedure for reorganization, arrangement, adjustment, release or composition of Debt in bankruptcy or other similar Laws now or hereafter in effect; (e) handle its payables other than pursuant to non-exclusive licenses or sublicenses entered into in the ordinary course of business consistent with past practice; (viiif) adopt Acquire another business or implement restructure, reorganize or completely or partially liquidate, in each case, to the extent that such action would, or would reasonably be expected to, (A) require the financial statements of such acquired Person or business to be incorporated within the Form S-4 under Regulation S-X of the Securities Act, or (B) otherwise prevent, materially delay or materially impair the consummation of the Merger; (g) Take any stockholder rights plan or similar arrangementaction where such action would have an Effect described in clause (ii) of the definition of Parent Material Adverse Effect; or (ixh) authorize, resolve, agree or commit to do take any of the foregoingactions described in clauses (a) through (g) of this Section 4.3 (Conduct of the Business of Parent).

Conduct of the Business of Parent. (a) During the Interim Periodperiod from the date of this Agreement until the Effective Time, Parent shall, and shall cause each of its Subsidiaries, except (i) as expressly permitted or required contemplated by this Agreement, (ii) as required by applicable Law, (iii) as set forth in connection with a Section 5.02 of the Parent COVID Action Disclosure Letter, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed), to use reasonable best efforts to operate conduct its business in the ordinary course of businessbusiness consistent with past practice. Notwithstanding To the foregoingextent consistent therewith, Parent shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to preserve its and its Subsidiaries shall be permitted Subsidiaries’ business organization, to takekeep available the services of its and its Subsidiaries’ current officers and management-level employees, to preserve its and its Subsidiaries’ present relationships with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates, licensors, licensees, and nothing in this Agreement shall prohibit Parent or its Subsidiaries from taking, any Parent COVID Action. (b) other Persons having material business relationships with it. Without limiting the generality of the foregoing, during between the Interim Perioddate of this Agreement and the Effective Time, except (A) as otherwise expressly permitted or required contemplated by this Agreement, (B) as set forth in Section 7.01(b) 5.02 of the Parent Disclosure Letter, (C) Letter or as required by and not in contravention of applicable Law or (D) in connection with a Parent COVID ActionLaw, Parent shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed): (ia) Except for the Holdco Charter Amendment, amend or propose to amend its Governing Documents in a manner that would adversely affect the Charter Documents Company or the holders of Company Capital Stock relative to holders of Parent (whether by merger, consolidation or otherwise)Common Stock; (ii) propose or adopt any plan of merger, consolidation, reorganization, liquidation, scheme of arrangement, tender offer or dissolution of Parent or any of its material Subsidiaries, file a petition in bankruptcy under any provisions of federal or state bankruptcy Law on behalf of Parent or any of its material Subsidiaries or consent to the filing of any bankruptcy petition against Parent or any of its material Subsidiaries under any similar applicable Law; (iiib) (Ai) split, combine, or reclassify or otherwise amend the terms of any Parent SecuritiesSecurities or Parent Subsidiary Securities in a manner that would adversely affect the Company or the holders of Company Common Stock relative to the other holders of Parent Common Stock, (Bii) repurchase, redeem, or otherwise acquire, or offer to repurchase, redeem, or otherwise acquire, any Parent Securities or Parent Subsidiary Securities (other than for purposes of effecting a net exercise or settlement or net share withholding, in satisfaction of any exercise price or required tax withholdings, under, or in connection with the forfeiture of, payment of the exercise price or tax withholding relating to any Parent Equity Award), (C) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, shares of Parent (other than upon the grant, exercise or settlement of any Parent Equity Award) or (Diii) establish a record date for, declare, set aside, accrue or pay any dividend or distribution (whether in cash, stock, property, or otherwise) in respect of, or enter into any Contract with respect to the voting of, any shares or other securities of its capital stock (other than (A) dividends from its direct or indirect wholly wholly-owned Subsidiaries, (B) ordinary quarterly dividends, consistent with past practice with respect to timing of declaration and payment and (C) the payment of dividends and dividend equivalents in respect of Parent Equity Awards in accordance with the terms thereof); (ivc) other than with respect to any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), issue, sell, pledge, dispose of, transfer, lease, grant any Lien on, or otherwise encumber or enter into any Contract or other agreement with respect to any Parent Securities or Parent Subsidiary Securities, other than (i) the issuance of shares of Parent Ordinary Shares upon the grant, exercise or settlement of Common Stock in connection with any Parent Equity Award; Awards outstanding as of the date of this Agreement in accordance with its terms, (vii) other than any Indebtedness incurred or repaid the issuance of shares of Parent Common Stock in connection with any Parent Equity Award granted after the transactions contemplated by date of this Agreement (including any Debt Financing or Take-Out Financing), repurchase, prepay, assume or incur any Indebtedness or guarantee any such Indebtedness of another Person, issue or sell any debt securities or options, warrants, calls, or other rights to acquire any debt securities of Parent or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other Contract to maintain any financial statement condition of any other Person (other than any wholly owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings incurred in the ordinary course of business (including in connection with the financing of ordinary course trade payables consistent with past practice) that do not, at any time, exceed $10,000,000 in the aggregate; (vi) except in connection with actions permitted by Section 7.02 hereof, take any action to exempt any Person from, or make any acquisition of securities of Parent by any Person not subject to, any state takeover statute or similar statute or regulation that applies to Parent with respect to a Parent Takeover Proposal or otherwise, including the restrictions on “business combinations” set forth in Section 203 of the DGCL, except for the Company or any of its Subsidiaries or Affiliates, or the transactions contemplated by this Agreement; (vii) other than with respect to any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), abandon, allow to lapse, sell, assign, transfer, grant any security interest in otherwise encumber or dispose of any material Parent IP, or grant any right or license to any material Parent IP other than pursuant to non-exclusive licenses or sublicenses entered into in the ordinary course of business consistent with past practicepractice and (iii) after consultation in good faith with the Company, sales or issuance of Parent Common Stock or securities convertible into Parent Common Stock in an amount sufficient to raise net proceeds equal to the Required Amount to the extent the Debt Financing is not available notwithstanding Parent’s reasonable best efforts to secure the Debt Financing (including Alternative Financing) in accordance with Section 5.17; (viiid) except as set forth in Section 5.02(d) of the Parent Disclosure Letter, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof or make any loans, advances, or capital contributions to or investments in any Person, in each case that would reasonably be expected to prevent, impede, or delay the consummation of the Mergers or other transactions contemplated by this Agreement; (e) (i) transfer, license, sell, lease, or otherwise dispose of (whether by way of merger, consolidation, sale of stock or assets, or otherwise) or pledge, encumber, or otherwise subject to any Lien (other than a Permitted Lien), any assets, including the capital stock or other equity interests in any Subsidiary of Parent; except (A) in the ordinary course of business consistent with past practice or (B) for any assets having an aggregate value of less than $1,000,000, or (ii) adopt or implement effect a material plan of complete or partial liquidation, dissolution, restructuring, recapitalization, or other reorganization; (f) make any stockholder rights plan material change in any method of financial accounting principles or similar arrangementpractices, in each case except for any such change required by a change in GAAP or applicable Law; (g) except to the extent expressly permitted by Section 5.04 or Article VII, take any action that is intended or that would reasonably be expected to, individually or in the aggregate, prevent, materially impede, or materially delay the consummation of the Mergers, the Holdco Stock Issuance or the other transactions contemplated by this Agreement; or (ixh) authorizeagree, resolve, agree authorize or commit to do any of the foregoing.

Conduct of the Business of Parent. (a) During the Interim Periodperiod from the date of this Agreement until the earlier of the termination of this Agreement (in accordance with its terms) or the Effective Time, Parent shall, and shall cause each of its Subsidiaries, except (i) as expressly permitted or required by this Agreement, (ii) as required by applicable Law, (iii) in connection with a Parent COVID Action or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed), to use its commercially reasonable best efforts to operate conduct its business in all material respects in the ordinary course of businessbusiness consistent with past practice. Notwithstanding the foregoing, Parent and its Subsidiaries shall be permitted to take, and nothing in this Agreement shall prohibit Parent or its Subsidiaries from taking, any Parent COVID Action. (b) Without limiting the generality of the foregoing, during between the Interim Perioddate of this Agreement and the Effective Time, except (A) as otherwise expressly permitted or required by this Agreement, (B) as set forth in Section 7.01(b) 5.02 of the Parent Disclosure Letter, (C) or as required by and not in contravention of applicable Law or (D) in connection with a Parent COVID ActionLaw, Parent shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed): (ia) amend or propose to amend the its Charter Documents of Parent (whether by merger, consolidation or otherwise)Documents; (ii) propose or adopt any plan of merger, consolidation, reorganization, liquidation, scheme of arrangement, tender offer or dissolution of Parent or any of its material Subsidiaries, file a petition in bankruptcy under any provisions of federal or state bankruptcy Law on behalf of Parent or any of its material Subsidiaries or consent to the filing of any bankruptcy petition against Parent or any of its material Subsidiaries under any similar applicable Law; (iiib) (Ai) split, combine, or reclassify or otherwise amend the terms of any Parent Securities or Parent Subsidiary Securities, (Bii) repurchase, redeem, or otherwise acquire, or offer to repurchase, redeem, or otherwise acquire, any Parent Securities (other than for purposes of effecting a net exercise or settlement or net share withholding, in satisfaction of any exercise price or required tax withholdings, underParent Subsidiary Securities, or in connection with the forfeiture of, any Parent Equity Award), (Ciii) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, shares of Parent (other than upon the grant, exercise or settlement of any Parent Equity Award) or (D) establish a record date for, declare, set aside, accrue or pay any dividend or distribution (whether in cash, stock, property, or otherwise) in respect of, or enter into any Contract with respect to the voting of, any shares or other securities of its capital stock (other than dividends from its direct or indirect wholly owned SubsidiariesSubsidiaries and ordinary quarterly dividends, consistent with past practice with respect to timing of declaration and payment); (ivc) other than with respect to any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), issue, sell, pledge, dispose of, transfer, lease, grant any Lien on, or otherwise encumber or enter into any Contract or other agreement with respect to any Parent Securities or Parent Subsidiary Securities, other than the issuance of shares of Parent Ordinary Shares Common Stock upon the grant, exercise or settlement of any Parent Equity AwardAwards outstanding as of the date of this Agreement in accordance with its terms; (vd) other than acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Indebtedness incurred business or repaid Person or division thereof or make any loans, advances, or capital contributions to or investments in connection with any Person in excess of $100,000 in the transactions contemplated by this Agreement aggregate; (including any Debt Financing or Take-Out Financing), e) repurchase, prepay, assume or incur any Indebtedness indebtedness for borrowed money or guarantee any such Indebtedness indebtedness of another Person, issue or sell any debt securities or options, warrants, calls, or other rights to acquire any debt securities of the Parent or of any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other Contract to maintain any financial statement condition of any other Person (other than any wholly owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings incurred in the ordinary course of business (including in connection with the financing of ordinary course trade payables consistent with past practice) that do not, at any time, exceed $10,000,000 in the aggregate; (vif) except in connection with actions permitted by Section 7.02 hereof, take any action to exempt any Person from, or make any acquisition material change in any method of securities of Parent by any Person not subject tofinancial accounting principles or practices, any state takeover statute or similar statute or regulation that applies to Parent with respect to a Parent Takeover Proposal or otherwise, including the restrictions on “business combinations” set forth in Section 203 of the DGCL, each case except for the Company any such change required by a change in GAAP or any of its Subsidiaries or Affiliates, or the transactions contemplated by this Agreementapplicable Law; (viig) (i) settle or compromise any material Tax claim, audit, or assessment for an amount materially in excess of the amount reserved or accrued on the Parent Balance Sheet (or most recent consolidated balance sheet included in the Parent SEC Documents), (ii) make or change any material Tax election, change any annual Tax accounting period, or adopt or change any method of Tax accounting, (iii) amend any material Tax Returns or file claims for material Tax refunds, or (iv) enter into any material closing agreement, surrender in writing any right to claim a material Tax refund, offset or other than reduction in Tax liability or consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to the Parent or its Subsidiaries; (h) enter into any material agreement, agreement in principle, letter of intent, memorandum of understanding, or similar Contract with respect to any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing)joint venture, abandon, allow to lapse, sell, assign, transfer, grant any security interest in otherwise encumber or dispose of any material Parent IPstrategic partnership, or grant any right or license to any material Parent IP other than pursuant to non-exclusive licenses or sublicenses entered into in the ordinary course of business consistent with past practicealliance; (viiii) terminate or modify in any material respect, or fail to exercise renewal rights with respect to, any material insurance policy; (j) engage in any transaction with, or enter into any agreement, arrangement or understanding with, any Affiliate of the Parent or other Person covered by Item 404 of Regulation S-K promulgated by the SEC that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC; (k) adopt or implement any stockholder rights plan or similar arrangement; or (ixl) authorizeadopt or effect a plan of complete or partial liquidation, resolvedissolution, restructuring, recapitalization, or other reorganization; or (m) agree or commit to do any of the foregoing.

Conduct of the Business of Parent. (a) During the Interim Period, Parent shall, and shall cause each of its SubsidiariesSubsidiaries to, during the period from the date of this Agreement until the Effective Time, except (i) as expressly permitted or required contemplated by this Agreement, (ii) Agreement or as required by applicable Law, (iii) in connection with a Parent COVID Action Law or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheldCompany, conditioned, or delayed), to use reasonable best efforts to operate conduct its business in the ordinary course Ordinary Course of businessBusiness. Notwithstanding the foregoing, Parent and its Subsidiaries shall be permitted to take, and nothing in this Agreement shall prohibit Parent or its Subsidiaries from taking, any Parent COVID Action. (b) Without limiting the generality of the foregoing, during between the Interim Perioddate of this Agreement and the Effective Time, except (A) as otherwise expressly permitted or required contemplated by this Agreement, (B) Agreement or as set forth in Section 7.01(b) 5.02 of the Parent Disclosure Letter, (C) Schedule or as required by and not in contravention of applicable Law or (D) in connection with a Parent COVID ActionLaw, Parent shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed): (ia) amend the Parent Organizational Documents in a manner that would adversely affect the Company or propose the holders of Company Units relative to amend the Charter Documents other holders of Parent (whether by merger, consolidation or otherwise)Stock; (ii) propose or adopt any plan of merger, consolidation, reorganization, liquidation, scheme of arrangement, tender offer or dissolution of Parent or any of its material Subsidiaries, file a petition in bankruptcy under any provisions of federal or state bankruptcy Law on behalf of Parent or any of its material Subsidiaries or consent to the filing of any bankruptcy petition against Parent or any of its material Subsidiaries under any similar applicable Law; (iiib) (Ai) split, combine, or reclassify or otherwise amend the terms of any Parent SecuritiesStock in a manner that would adversely affect the Company or the holders of Company Units relative to the other holders of Parent Stock, (Bii) repurchase, redeem, or otherwise acquire, or offer to repurchase, redeem, or otherwise acquire, any Parent Securities (other than for purposes of effecting a net exercise or settlement or net share withholding, in satisfaction of any exercise price or required tax withholdings, underStock, or in connection with the forfeiture of, any Parent Equity Award), (Ciii) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, shares of Parent (other than upon the grant, exercise or settlement of any Parent Equity Award) or (D) establish a record date for, declare, set aside, accrue or pay any dividend or distribution (whether in cash, stock, property, or otherwise) in respect of, or enter into any Contract with respect to the voting of, any shares or other securities of its capital stock (other than dividends from its direct or indirect wholly wholly-owned Subsidiaries); (ivc) other than with respect to any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), issue, sell, pledge, dispose of, transfer, lease, grant any Lien on, or otherwise encumber or enter into any Contract or other agreement with respect to any Parent Securities or Parent Subsidiary SecuritiesStock, other than (i) the issuance of shares of Parent Ordinary Shares Stock upon the grant, exercise or settlement of any equity awards outstanding as of the date of this Agreement in accordance with its terms, and (ii) the issuance of shares of Parent Equity AwardStock in connection with or upon the exercise of any equity awards granted after the date hereof in the Ordinary Course of Business; (vd) except as required by applicable Law or by any Contract in effect as of the date of this Agreement (i) increase the compensation payable or that could become payable by the Company to directors, officers, or employees, other than increases in compensation made to non-officer employees in the Ordinary Course of Business, or (ii) promote any Indebtedness incurred officers or repaid employees, except in connection with the Company’s annual or quarterly compensation review cycle or as the result of the termination or resignation of any officer or employee; (e) acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof or make any loans, advances, or capital contributions to or investments in any Person, in each case that would reasonably be expected to prevent, impede, or materially delay the consummation of the Merger or other transactions contemplated by this Agreement Agreement; (including f) (i) transfer, license, sell, lease, or otherwise dispose of (whether by way of merger, consolidation, sale of stock or assets, or otherwise) or pledge, encumber, or otherwise subject to any Debt Financing or Take-Out FinancingLien (other than a Permitted Lien), any assets, including the capital stock or other equity interests in any Subsidiary of the Parent; provided, that the foregoing shall not prohibit the Parent from transferring, selling, leasing, or disposing of obsolete equipment or assets being replaced, or granting of non-exclusive licenses under the Parent IP, in each case in the Ordinary Course of Business, or (ii) adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, or other reorganization; (g) repurchase, prepay, assume or incur any Indebtedness indebtedness for borrowed money or guarantee any such Indebtedness indebtedness of another Person, issue or sell any debt securities or options, warrants, calls, or other rights to acquire any debt securities of Parent or any of its Subsidiariesthe Parent, guarantee any debt securities of another Person, enter into any “keep well” or other Contract to maintain any financial statement condition of any other Person (other than any wholly wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings incurred in the ordinary course of business (including in connection with the financing of ordinary course trade payables consistent with past practice; (h) that do notenter into or amend or modify in any material respect, or consent to the termination of (other than at its stated expiry date), any timeParent Material Contract or any Lease with respect to material Real Estate or any other Contract or Lease that, exceed if in effect as of the date hereof would constitute a Parent Material Contract or Lease with respect to material Real Estate hereunder; (i) institute, settle, or compromise any Action involving the payment of monetary damages by the Parent of any amount exceeding $10,000,000 20,000 in the aggregate, other than (i) any Action brought against the Company arising out of a breach or alleged breach of this Agreement by the Company, and (ii) the settlement of claims, liabilities, or obligations reserved against on the Parent Balance Sheet; provided, that the Parent shall not settle or agree to settle any Action which settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Parent’s business; (vij) make any material change in any method of financial accounting principles or practices, in each case except for any such change required by a change in GAAP or applicable Law; (k) (i) settle or compromise any material Tax claim, audit, or assessment for an amount materially in excess of the amount reserved or accrued on the Balance Sheet, (ii) make or change any material Tax election, change any annual Tax accounting period, or adopt or change any method of Tax accounting, (iii) amend any material Tax Returns or file claims for material Tax refunds, or (iv) enter into any material closing agreement, surrender in writing any right to claim a material Tax refund, offset or other reduction in Tax liability or consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to the Parent; (l) enter into any material agreement, agreement in principle, letter of intent, memorandum of understanding, or similar Contract with respect to any joint venture, strategic partnership, or alliance; (m) except in connection with actions permitted by Section 7.02 5.04 hereof, take any action to exempt any Person from, or make any acquisition of securities of the Parent by any Person not subject to, any state takeover statute or similar statute or regulation that applies to Parent with respect to a Parent Takeover Proposal or otherwise, including the restrictions on “business combinations” set forth in Section 203 of the DGCLCompany, except for the Company Company, or any of its their respective Subsidiaries or Affiliates, or the transactions contemplated by this Agreement; (viin) other than with respect to any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), abandon, allow to lapse, sell, assign, transfer, grant any security interest in otherwise encumber or dispose of any material Parent IP, or grant any right or license to any material Parent IP other than pursuant to non-exclusive licenses or sublicenses entered into in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (viiio) adopt terminate or implement modify in any stockholder material respect, or fail to exercise renewal rights plan with respect to, any material insurance policy; (p) except to the extent expressly permitted by Section 5.04 or similar arrangementARTICLE VII, 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 contemplated by this Agreement; or (ixq) authorize, resolve, agree or commit to do any of the foregoing.

Conduct of the Business of Parent. (a) During the Interim Pre-Closing Period, Parent shall, and shall cause each of its Subsidiaries, except (iw) as expressly permitted specifically listed on Schedule 5.1, (x) to the extent necessary to comply with Parent’s or required by Merger Subs’ respective obligations under this Agreement, (iiy) as required by to the extent necessary to ensure that Parent or Merger Subs complies with applicable LawLaws, (iii) in connection with a Parent COVID Action or (ivz) with the Company’s prior written consent of the Company (which consent shall will not be unreasonably withheld, conditioned, conditioned or delayed), to ): (i) Parent shall use commercially reasonable best efforts to operate (A) carry on Parent’s business in the ordinary course and in accordance with all applicable Laws (provided, however, in the case of business. Notwithstanding the foregoingthis clause (A), Parent may, in connection with COVID-19, take such actions as are reasonably necessary or advisable and, where applicable, consistent with past practice to protect the health and its Subsidiaries shall be permitted to takesafety of Parent’s employees and other individuals having business dealings with Parent), (B) preserve substantially intact Parent’s present business organization, and nothing in this Agreement (C) preserve the Parent’s material relationships with its employees, suppliers, distributors, licensors, licensees and others to whom the Company has contractual obligations; and (ii) Parent shall prohibit Parent not, directly or its Subsidiaries from takingindirectly: (a) change or amend Parent’s organizational documents or charter, any Parent COVID Action.or Parent’s by-laws or authorize or propose the same; (b) Without limiting the generality of the foregoingsplit, during the Interim Period, except (A) as otherwise expressly permitted combine or required by this Agreement, (B) as set forth in Section 7.01(b) of the Parent Disclosure Letter, (C) as required by and not in contravention of applicable Law or (D) in connection with a Parent COVID Action, Parent shall not, nor shall it permit reclassify any of its Subsidiaries tocapital stock, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed): (i) amend or propose to amend the Charter Documents of Parent (whether by merger, consolidation or otherwise); (ii) propose or adopt any plan of merger, consolidation, reorganization, liquidation, scheme of arrangement, tender offer or dissolution of Parent or any of its material Subsidiaries, file a petition in bankruptcy under any provisions of federal or state bankruptcy Law on behalf of Parent or any of its material Subsidiaries or consent to the filing of any bankruptcy petition against Parent or any of its material Subsidiaries under any similar applicable Law; (iii) (A) split, combine, or reclassify or otherwise amend the terms of any Parent Securities, (B) repurchase, redeem, or otherwise acquire, or offer to repurchase, redeem, or otherwise acquire, any Parent Securities (other than for purposes of effecting a net exercise or settlement or net share withholding, in satisfaction of any exercise price or required tax withholdings, under, or in connection with the forfeiture of, any Parent Equity Award), (C) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, for shares of Parent (other than upon the grantits capital stock, exercise or settlement of any Parent Equity Award) or (D) establish a record date for, declare, set aside, accrue or pay any dividend or make any distribution (whether in cash, stock, property, in kind or otherwise) in respect of, or enter into any Contract with respect to the voting ofany of its capital stock, membership interest or other equity interests (as applicable) or redeem, purchase, or otherwise acquire, directly or indirectly, any shares of its capital stock, membership interests or other securities equity interests (other than dividends from its direct or indirect wholly owned Subsidiariesas applicable); (ivc) other than with respect to any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), issue, deliver, transfer or sell, pledgeor authorize to issue, dispose ofdeliver, transfertransfer or sell, lease, grant any Lien onshares of its capital stock or securities convertible into, or otherwise encumber subscriptions, rights, calls, conversion rights, warrants or enter into any Contract options to acquire, or other agreement with respect agreements or commitments of any character obligating it to issue any Parent Securities such shares or Parent Subsidiary Securitiesother convertible securities, other than or authorize or propose any change in its equity capitalization or capital structure (except for the issuance of shares Parent Common Stock upon exercise of Parent Ordinary Shares upon stock options in accordance with the grant, exercise or settlement Contracts evidencing such stock options as of any Parent Equity Awardthe date of this Agreement); (vd) enter into or adopt any plan or agreement of complete or partial liquidation, restructuring, recapitalization or dissolution, or file a voluntary petition in bankruptcy or commence a voluntary legal procedure for reorganization, arrangement, adjustment, release or composition of Debt in bankruptcy or other than any Indebtedness incurred similar Laws now or repaid hereafter in connection with the transactions contemplated by this Agreement effect; (e) alter through liquidation, reorganization, restructuring or otherwise its corporate structure, including through reincorporation into a state that is not Delaware; (f) incur any Debt Financing or Take-Out Financing)for borrowed money, repurchase, prepay, assume or incur any Indebtedness or guarantee any such Indebtedness Debt; (g) establish or acquire any Subsidiary; (h) acquire any (or any portion of another Personany) business or any entity (whether by merger, issue share acquisition or sell similar transaction); (i) (A) initiate any debt securities new line of business or options, warrants, calls, (B) otherwise acquire or other rights agree to acquire any debt securities of Parent or any of its Subsidiariesassets that are material, guarantee any debt securities of another Person, enter into any “keep well” individually or other Contract to maintain any financial statement condition of any other Person (other than any wholly owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings incurred in the ordinary course of business (including in connection with the financing of ordinary course trade payables consistent with past practice) that do not, at any time, exceed $10,000,000 in the aggregate, to Parent; (vij) except in connection with actions permitted by Section 7.02 hereof, take any action to exempt any Person from, or make any acquisition of securities of Parent by any Person not subject to, any state takeover statute or similar statute or regulation that applies to Parent with respect to a Parent Takeover Proposal or otherwise, including the restrictions on “business combinations” set forth in Section 203 of the DGCL, except for the Company or any of its Subsidiaries or Affiliates, or the transactions contemplated by this Agreement; (viii) other than with respect to any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), abandon, allow to lapse, sell, assign, transfer, grant any security interest in license, abandon or otherwise encumber or dispose of any material Parent IPIntellectual Property, (ii) acquire, in-license or grant otherwise obtain any right right, title or license interest in or to any pending or issued Patents, inventions, patent disclosures or other material Parent IP Intellectual Property from any other than pursuant Person (other than, with respect to each of clauses (i) and (ii), immaterial non-exclusive licenses licenses, material transfer agreements, or sublicenses clinical trial agreements, in each case, entered into in the ordinary course of business, and, as applicable, the Parent’s form agreement(s), provided that any Intellectual Property arising from any such form agreement will be solely owned by Parent), or (iii) acquire, in-license, file any patent application for, or otherwise obtain any right, title or interest in or to any Patent, that, in each case of clauses (i), (ii) and (iii), constitute Intellectual Property that is material, individually or in the aggregate, to Parent; (k) enter into any Contract material to Parent’s business (“Parent Material Contract”), amend or modify in any material respect any Parent Material Contract or terminate any Parent Material Contract (other than amendments, extensions, waivers, or modifications in the ordinary course of business consistent with past practice); (viiil) enter into any Affiliate Agreement, amend or modify in any respect any Affiliate Agreement or terminate any Affiliate Agreement, except for any termination required under the terms of this Agreement; (m) make, revoke, or change any material election in respect of Taxes, change an annual Tax accounting period, adopt or implement change any stockholder rights plan accounting method in respect of Taxes, file any amendment to a Tax Return, file any Tax Return outside the ordinary course of business or otherwise in a manner inconsistent with past practice, enter into any closing agreement or other Contract with respect to Taxes with any Governmental Body, enter into any Tax sharing or similar arrangementagreement, assume any Liability for the Taxes of any other Person (whether by Contract or otherwise, other than agreements entered into in the ordinary course of business the primary purpose of which is unrelated to Tax), settle or compromise any claim or assessment in respect of Taxes, consent to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxes; (n) make, or amend, any filings with the FDA or any other Regulatory Authority performing functions similar to those performed by the FDA; (o) (i), adopt, establish, enter into, amend or terminate any Parent Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Parent Plan if it were in existence as of the date of this Agreement (except for amendments to be required by contract or to comply with applicable Law); (p) dividends, distributions, redemptions, repurchases or any other analogous returns of investment proceeds, profits or assets (in cash or in kind) to any Person that holds an interest in Parent; (q) waive, release, assign, compromise, commence, settle or agree to settle any Legal Proceeding; or (ixr) authorize, resolve, agree or commit or agree to do take, any of the foregoingforegoing actions.

Conduct of the Business of Parent. (a) During the Interim Period, The Parent shall, and shall cause each of its Subsidiariesagrees that, except (i) as expressly permitted set forth in the Parent Disclosure Schedule, or as permitted, required or specifically contemplated by, or otherwise described in, this Agreement or otherwise consented to or approved in writing by this Agreement, (ii) as required by applicable Law, (iii) in connection with a Parent COVID Action or (iv) with the prior written consent of the Company (which consent or approval shall not be unreasonably withheld, conditioned, withheld or delayed), during the period commencing on the date hereof until the earlier of the termination of this Agreement or the Effective Time: (a) the Parent and each of its Subsidiaries shall conduct their respective operations in all material respects according to their ordinary and usual course of business consistent with past practice or otherwise which are not reasonably likely to give rise to a Parent Material Adverse Effect and shall use their reasonable best efforts to operate in preserve intact their respective business organization, keep available the ordinary course services of business. Notwithstanding their officers, employees and consultants and maintain satisfactory relationships with licensors, suppliers, distributors, clients, customers, joint venture partners and others having significant business relationships with them unless the foregoing, failure to take such actions would not give rise to a Parent and its Subsidiaries shall be permitted to take, and nothing in this Agreement shall prohibit Parent or its Subsidiaries from taking, any Parent COVID Action.Material Adverse Effect; (b) Without limiting the generality of the foregoing, during the Interim Period, except (A) as otherwise expressly permitted or required by this Agreement, (B) as set forth in Section 7.01(b) of the Parent Disclosure Letter, (C) as required by and not in contravention of applicable Law or (D) in connection with a Parent COVID Action, Parent shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed):: (i) amend make any change in or propose amendment to amend the Parent’s Charter Documents which would give rise to a Parent Material Adverse Effect or which would increase the size of Parent (whether by merger, consolidation or otherwise)the Board of Directors beyond the number authorized as of the date of this Agreement; (ii) propose or adopt any plan of merger, consolidation, reorganization, liquidation, scheme of arrangement, tender offer or dissolution of Parent or any of its material Subsidiaries, file a petition in bankruptcy under any provisions of federal or state bankruptcy Law on behalf of Parent or any of its material Subsidiaries or consent to the filing of any bankruptcy petition against Parent or any of its material Subsidiaries under any similar applicable Law; (iii) (A) split, combine, or reclassify or otherwise amend the terms of any Parent Securities, (B) repurchase, redeem, or otherwise acquire, or offer to repurchase, redeem, or otherwise acquire, any Parent Securities (other than for purposes of effecting a net exercise or settlement or net share withholding, in satisfaction of any exercise price or required tax withholdings, under, or in connection with the forfeiture of, any Parent Equity Award), (C) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, shares of Parent (other than upon the grant, exercise or settlement of any Parent Equity Award) or (D) establish a record date for, declare, pay or set aside, accrue or pay aside any dividend or other distribution (whether in cash, stock, propertystock or property or any combination thereof) or payment with respect to, or otherwisesplit, combine, redeem or reclassify, or purchase or otherwise acquire, any shares of its capital stock or its other securities, other than (A) dividends payable by a wholly-owned Subsidiary of the Parent to the Parent or another wholly-owned Subsidiary of the Parent, (B) repurchases permitted under any Parent Benefit Plan (not to exceed 5% of Parent’s outstanding capital stock)or (C) participation rights in respect of, any capital raising transaction; (iii) adopt or enter into any Contract with respect to the voting ofa plan of complete or partial liquidation, any shares dissolution, merger, consolidation, restructuring, recapitalization or other securities reorganization of the Parent, provided that this clause (other than dividends from iii) shall not limit (A) any reincorporation merger of Parent solely to change its direct or indirect wholly owned Subsidiaries)jurisdiction of incorporation; (iv) other than with respect take any action including, without limitation, the adoption of any shareholder rights plan or amendments to any Indebtedness incurred its Charter Documents, which would, directly or repaid in connection with indirectly, restrict or impair the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), issue, sell, pledge, dispose of, transfer, lease, grant any Lien onability of the Company’s shareholders to vote, or otherwise encumber or enter into any Contract or other agreement to exercise the rights and receive the benefits of a shareholder with respect to any Parent Securities or Parent Subsidiary Securitiesto, other than the issuance of shares securities of Parent Ordinary Shares upon that may be acquired by the grant, exercise or settlement of any Parent Equity AwardCompany’s shareholders in the Merger; (v) other than any Indebtedness incurred or repaid in connection with the transactions contemplated by pursuant to this Agreement (including any Debt Financing or Take-Out Financing), repurchase, prepay, assume or incur any Indebtedness or guarantee any such Indebtedness of another Person, issue or sell any debt securities or options, warrants, calls, or other rights to acquire any debt securities of Parent or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other Contract to maintain any financial statement condition of any other Person (other than any wholly owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings incurred in the ordinary course of business (including in connection with the financing of ordinary course trade payables consistent with past practice) that do not, at any time, exceed $10,000,000 in the aggregate; (vi) except in connection with actions permitted by Section 7.02 hereofAgreement, take any action to exempt any Person fromcause the Parent Shares to cease to be quoted on the American Stock Exchange unless the Parent Shares are listed on another national securities exchange including the Nasdaq National Market; or (vi) agree, or make any acquisition of securities of Parent by any Person not subject to, any state takeover statute or similar statute or regulation that applies to Parent with respect to a Parent Takeover Proposal in writing or otherwise, including the restrictions on “business combinations” set forth in Section 203 to take any of the DGCLforegoing actions in this Section 5.2(b), except for except, in each case, where such actions would not result in a Parent Material Adverse Effect. (c) neither the Company or Parent nor any of its Subsidiaries shall knowingly take any action or Affiliatesfail to take any action which action or failure to act would prevent, or would be reasonably likely to prevent, the transactions contemplated by this Agreement; (vii) other than with respect to any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), abandon, allow to lapse, sell, assign, transfer, grant any security interest in otherwise encumber or dispose of any material Parent IP, or grant any right or license to any material Parent IP other than pursuant to non-exclusive licenses or sublicenses entered into in the ordinary course of business consistent with past practice; (viii) adopt or implement any stockholder rights plan or similar arrangement; or (ix) authorize, resolve, agree or commit to do any of the foregoingMerger from qualifying as a Section 368 Reorganization.

Conduct of the Business of Parent. (a) During the Interim Period, Parent shall, and shall cause each of its SubsidiariesSubsidiaries to, during the period from the date of this Agreement until the Effective Time, except (i) as expressly permitted or required contemplated by this Agreement, (ii) Agreement or as required by applicable Law, (iii) in connection with a Parent COVID Action Law or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheldCompany, conditioned, or delayed), to use reasonable best efforts to operate conduct its business in the ordinary course Ordinary Course of businessBusiness. Notwithstanding the foregoing, Parent and its Subsidiaries shall be permitted to take, and nothing in this Agreement shall prohibit Parent or its Subsidiaries from taking, any Parent COVID Action. (b) Without limiting the generality of the foregoing, during between the Interim Perioddate of this Agreement and the Effective Time, except (A) as otherwise expressly permitted or required contemplated by this Agreement, (B) Agreement or as set forth in Section 7.01(b) 5.02 of the Parent Disclosure Letter, (C) Schedule or as required by and not in contravention of applicable Law or (D) in connection with a Parent COVID ActionLaw, Parent shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed): (ia) amend the Parent Organizational Documents in a manner that would adversely affect the Company or propose the holders of Units relative to amend the Charter Documents other holders of Parent (whether by merger, consolidation or otherwise)Stock; (ii) propose or adopt any plan of merger, consolidation, reorganization, liquidation, scheme of arrangement, tender offer or dissolution of Parent or any of its material Subsidiaries, file a petition in bankruptcy under any provisions of federal or state bankruptcy Law on behalf of Parent or any of its material Subsidiaries or consent to the filing of any bankruptcy petition against Parent or any of its material Subsidiaries under any similar applicable Law; (iiib) (Ai) split, combine, or reclassify or otherwise amend the terms of any Parent SecuritiesStock in a manner that would adversely affect the Company or the holders of Units relative to the other holders of Parent Stock, (Bii) repurchase, redeem, or otherwise acquire, or offer to repurchase, redeem, or otherwise acquire, any Parent Securities (other than for purposes of effecting a net exercise or settlement or net share withholding, in satisfaction of any exercise price or required tax withholdings, underStock, or in connection with the forfeiture of, any Parent Equity Award), (Ciii) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, shares of Parent (other than upon the grant, exercise or settlement of any Parent Equity Award) or (D) establish a record date for, declare, set aside, accrue or pay any dividend or distribution (whether in cash, stock, property, or otherwise) in respect of, or enter into any Contract with respect to the voting of, any shares or other securities of its capital stock (other than dividends from its direct or indirect wholly wholly-owned Subsidiaries); (ivc) other than with respect to any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), issue, sell, pledge, dispose of, transfer, lease, grant any Lien on, or otherwise encumber or enter into any Contract or other agreement with respect to any Parent Securities or Parent Subsidiary SecuritiesStock, other than (i) the issuance of shares of Parent Ordinary Shares Stock upon the grant, exercise or settlement of any equity awards outstanding as of the date of this Agreement in accordance with its terms, and (ii) the issuance of shares of Parent Equity AwardStock in connection with or upon the exercise of any equity awards granted after the date hereof in the Ordinary Course of Business; (vd) except as required by applicable Law or by any Contract in effect as of the date of this Agreement (i) increase the compensation payable or that could become payable by the Company to directors, officers, or employees, other than increases in compensation made to non-officer employees in the Ordinary Course of Business, or (ii) promote any Indebtedness incurred officers or repaid employees, except in connection with the Company’s annual or quarterly compensation review cycle or as the result of the termination or resignation of any officer or employee; (e) acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof or make any loans, advances, or capital contributions to or investments in any Person, in each case that would reasonably be expected to prevent, impede, or materially delay the consummation of the Merger or other transactions contemplated by this Agreement Agreement; (including f) (i) transfer, license, sell, lease, or otherwise dispose of (whether by way of merger, consolidation, sale of stock or assets, or otherwise) or pledge, encumber, or otherwise subject to any Debt Financing or Take-Out FinancingLien (other than a Permitted Lien), any assets, including the capital stock or other equity interests in any Subsidiary of the Parent; provided, that the foregoing shall not prohibit the Parent from transferring, selling, leasing, or disposing of obsolete equipment or assets being replaced, or granting of non-exclusive licenses under the Parent IP, in each case in the Ordinary Course of Business, or (ii) adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, or other reorganization; (g) repurchase, prepay, assume or incur any Indebtedness indebtedness for borrowed money or guarantee any such Indebtedness indebtedness of another Person, issue or sell any debt securities or options, warrants, calls, or other rights to acquire any debt securities of Parent or any of its Subsidiariesthe Parent, guarantee any debt securities of another Person, enter into any “keep well” or other Contract to maintain any financial statement condition of any other Person (other than any wholly wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings incurred in the ordinary course of business (including in connection with the financing of ordinary course trade payables consistent with past practice; (h) that do notenter into or amend or modify in any material respect, or consent to the termination of (other than at its stated expiry date), any timeParent Material Contract or any Lease with respect to material Real Estate or any other Contract or Lease that, exceed if in effect as of the date hereof would constitute a Parent Material Contract or Lease with respect to material Real Estate hereunder; (i) institute, settle, or compromise any Action involving the payment of monetary damages by the Parent of any amount exceeding $10,000,000 20,000 in the aggregate, other than (i) any Action brought against the Company arising out of a breach or alleged breach of this Agreement by the Company, and (ii) the settlement of claims, liabilities, or obligations reserved against on the Parent Balance Sheet; provided, that the Parent shall not settle or agree to settle any Action which settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Parent’s business; (vij) make any material change in any method of financial accounting principles or practices, in each case except for any such change required by a change in GAAP or applicable Law; (k) (i) settle or compromise any material Tax claim, audit, or assessment for an amount materially in excess of the amount reserved or accrued on the Balance Sheet, (ii) make or change any material Tax election, change any annual Tax accounting period, or adopt or change any method of Tax accounting, (iii) amend any material Tax Returns or file claims for material Tax refunds, or (iv) enter into any material closing agreement, surrender in writing any right to claim a material Tax refund, offset or other reduction in Tax liability or consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to the Parent; (l) enter into any material agreement, agreement in principle, letter of intent, memorandum of understanding, or similar Contract with respect to any joint venture, strategic partnership, or alliance; (m) except in connection with actions permitted by Section 7.02 5.04 hereof, take any action to exempt any Person from, or make any acquisition of securities of the Parent by any Person not subject to, any state takeover statute or similar statute or regulation that applies to Parent with respect to a Parent Takeover Proposal or otherwise, including the restrictions on “business combinations” set forth in Section 203 of the DGCLCompany, except for the Company Company, or any of its their respective Subsidiaries or Affiliates, or the transactions contemplated by this Agreement; (viin) other than with respect to any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), abandon, allow to lapse, sell, assign, transfer, grant any security interest in otherwise encumber or dispose of any material Parent IP, or grant any right or license to any material Parent IP other than pursuant to non-exclusive licenses or sublicenses entered into in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (viiio) adopt terminate or implement modify in any stockholder material respect, or fail to exercise renewal rights plan with respect to, any material insurance policy; (p) except to the extent expressly permitted by Section 5.04 or similar arrangementARTICLE VII, 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 contemplated by this Agreement; or (ixq) authorize, resolve, agree or commit to do any of the foregoing.

Conduct of the Business of Parent. (a) During the Interim Period, Parent shall, and shall cause each of its Subsidiaries, except (i) Except as contemplated or expressly permitted or required by this Agreement, (ii) as required by applicable Law, (iii) in connection with a Parent COVID Action or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned, ) or delayed(iii) as required by applicable Law (including COVID-19 Measures), to during the Pre-Closing Period, Parent shall use commercially reasonable best efforts to operate (A) conduct its business in compliance with all applicable Laws, (B) maintain and preserve intact its business organization and the ordinary course goodwill of business. Notwithstanding those having business relationships with it (including by using commercially reasonable efforts to maintain the foregoingvalue of its assets and technology and preserve its relationships with employees, Parent customers, suppliers, strategic partners, licensors, licensees, regulators, landlords and its Subsidiaries shall be permitted to take, and nothing in this Agreement shall prohibit others having business relationships with Parent or its Subsidiaries from takingany Subsidiary) and (C) maintain in full force and effect all insurance policies that are material to the Parent Group as in effect on the date of this Agreement. In addition, any Parent COVID Action. (b) Without without limiting the generality of the foregoing, during the Interim Pre-Closing Period, except (AI) as otherwise contemplated or expressly permitted or required by this Agreement, (BII) as set forth in Section 7.01(b) of the Parent Disclosure Letter, (C) as required by and not in contravention of applicable Law or (D) in connection with a Parent COVID Action, Parent shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned) or (III) as required by applicable Law (including COVID-19 Measures), or delayed):neither Parent nor any Subsidiary of Parent shall: (i) amend or propose to amend the Charter Documents of Parent (whether by merger, consolidation or otherwise); (ii) propose or adopt any plan of merger, consolidation, reorganization, liquidation, scheme of arrangement, tender offer or dissolution of Parent or any of its material Subsidiaries, file a petition in bankruptcy under any provisions of federal or state bankruptcy Law on behalf of Parent or any of its material Subsidiaries or consent to the filing of any bankruptcy petition against Parent or any of its material Subsidiaries under any similar applicable Law; (iii) (Aa) split, combine, or subdivide, reclassify or otherwise amend take any similar action with respect to any shares of capital stock of Parent in a manner that has a Material Adverse Effect on Parent’s ability to consummate the terms of any Parent SecuritiesTransactions; (b) adopt a plan or agreement for, or carry out, (Bi) repurchaseany complete or partial liquidation, redeemdissolution, restructuring or otherwise acquirerecapitalization or, or offer (ii) to repurchase, redeem, or otherwise acquirethe extent it would reasonably be expected to have a Material Adverse Effect on Parent’s ability to consummate the Transactions, any Parent Securities merger, consolidation or other reorganization; (other than for purposes c) acquire or agree to acquire in any manner (whether by merger or consolidation, the purchase of effecting an equity interest in or a net exercise or settlement or net share withholding, in satisfaction material portion of any exercise price or required tax withholdings, under, or in connection with the forfeiture of, any Parent Equity Award), (C) issue or authorize the issuance of any other securities in respect of, in lieu assets of or in substitution forotherwise) any business or any corporation, shares of Parent partnership, association or other business organization or division thereof, to the extent it would reasonably be expected to have a Material Adverse Effect on Parent’s ability to consummate the Transactions; (other than upon the grant, exercise or settlement of any Parent Equity Awardd) or (D) establish a record date for, declare, set aside, accrue aside funds for the payment of or pay any dividend on, or make any other distribution (whether in cash, stock, stock or property, or otherwise) in respect of, any shares of the capital stock of Parent or enter into make any Contract with respect payments to the voting of, any shares or other securities (other than dividends from its direct or indirect wholly owned Subsidiaries)stockholders of Parent in their capacity as such; (ive) other than with respect make any investment (by contribution to any Indebtedness incurred capital, property transfers, purchase of securities or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), issue, sell, pledge, dispose of, transfer, lease, grant any Lien onotherwise) in, or otherwise encumber loan or enter into any Contract or other agreement with respect to any Parent Securities or Parent Subsidiary Securities, other than the issuance of shares of Parent Ordinary Shares upon the grant, exercise or settlement of any Parent Equity Award; (v) other than any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), repurchase, prepay, assume or incur any Indebtedness or guarantee any such Indebtedness of another Person, issue or sell any debt securities or options, warrants, calls, or other rights to acquire any debt securities of Parent or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other Contract to maintain any financial statement condition of any other Person (other than any wholly owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings incurred in the ordinary course of business (including in connection with the financing of ordinary course trade payables consistent with past practice) that do not, at any time, exceed $10,000,000 in the aggregate; (vi) except in connection with actions permitted by Section 7.02 hereof, take any action to exempt any Person from, or make any acquisition of securities of Parent by any Person not subject advance funds to, any state takeover statute Person to the extent it would reasonably be expected to have a Material Adverse Effect on Parent’s ability to consummate the Transactions, any merger, consolidation or similar statute or regulation that applies to Parent with respect to a Parent Takeover Proposal or otherwise, including the restrictions on “business combinations” set forth in Section 203 of the DGCL, except for the Company or any of its Subsidiaries or Affiliates, or the transactions contemplated by this Agreement; (vii) other than with respect to any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), abandon, allow to lapse, sell, assign, transfer, grant any security interest in otherwise encumber or dispose of any material Parent IP, or grant any right or license to any material Parent IP other than pursuant to non-exclusive licenses or sublicenses entered into in the ordinary course of business consistent with past practice; (viii) adopt or implement any stockholder rights plan or similar arrangementreorganization; or (ixf) authorize, resolve, agree or commit amend the organizational documents of Parent in a manner that has an adverse effect on Parent’s ability to do any of consummate the foregoingTransactions.

Conduct of the Business of Parent. Parent agrees that, between the date of this Agreement and the Closing, except as set forth in Section 4.2 of the Parent Disclosure Schedule (or in connection with the Equity Purchase Agreement, the Contribution Agreement and the Distribution Agreement, and except as necessary to perform its obligations under the Related Agreements and to effectuate the Transactions), it shall (a) During the Interim Period, Parent shall, conduct its business and shall cause each of its Subsidiaries, except (i) as expressly permitted or required by this Agreement, (ii) as required by applicable Law, (iii) in connection with a Parent COVID Action or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed), to use reasonable best efforts to operate operations only in the ordinary course of business. Notwithstanding business except as necessary to perform its obligations under the foregoingRelated Agreements and to effectuate the Transactions, Parent and its Subsidiaries shall be permitted to take, and nothing in this Agreement shall prohibit Parent or its Subsidiaries from taking, any Parent COVID Action. (b) Without limiting the generality maintain in effect all of the foregoingits material Permits and other approvals of Governmental Authorities, during the Interim Period, (c) except (A) as otherwise expressly permitted or required by pursuant to this Agreement, (B) as set forth in Section 7.01(b) of not amend its Charter Documents or the Parent Disclosure LetterTrust Agreement, (Cd) as required by and not in contravention issue any shares of applicable Law or (D) in connection with a Parent COVID Action, Parent shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed): (i) amend or propose to amend the Charter Documents of Parent (whether by merger, consolidation or otherwise); (ii) propose or adopt any plan of merger, consolidation, reorganization, liquidation, scheme of arrangement, tender offer or dissolution of Parent capital stock or any of its material Subsidiaries, file a petition in bankruptcy under any provisions of federal or state bankruptcy Law on behalf of Parent or any of its material Subsidiaries or consent to the filing of any bankruptcy petition against Parent or any of its material Subsidiaries under any similar applicable Law; (iii) (A) split, combine, or reclassify or otherwise amend the terms of any Parent Securities, (B) repurchase, redeem, or otherwise acquire, or offer to repurchase, redeem, or otherwise acquire, any Parent Securities other equity interests (other than for purposes of effecting a net exercise or settlement or net share withholding, in satisfaction of any exercise price or required tax withholdings, under, or in connection with the forfeiture Equity Financing), (e) not create any Subsidiary or acquire any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person, or merge or consolidate with, or purchase any assets of, any Person, (f) not incur any Indebtedness (excluding the Parent Equity AwardStockholder Redemption), (Cg) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, shares of Parent (other than upon the grant, exercise or settlement of any Parent Equity Award) or (D) establish a record date for, not declare, set aside, accrue aside or pay any dividend or make any other distribution (whether in cash, stock, property, stock or otherwiseother assets) in respect of, or enter into any Contract payment with respect to the voting of, any shares of capital stock or other securities (other than dividends from its direct or indirect wholly owned Subsidiaries); set any record date therefor) (iv) other than with respect to any Indebtedness incurred or repaid in connection with excluding the transactions contemplated by this Agreement (including any Debt Financing or Take-Out FinancingParent Stockholder Redemption), issue(h) as applicable, sellnot split, pledgecombine, dispose ofdivide, transfersubdivide, leasereclassify or redeem, grant any Lien onpurchase or otherwise acquire, or propose to redeem or purchase or otherwise encumber or enter into acquire, any Contract or other agreement with respect to any Parent Securities or Parent Subsidiary Securities, other than the issuance of shares of Parent Ordinary Shares upon the grant, exercise or settlement of any Parent Equity Award; (v) other than any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), repurchase, prepay, assume or incur any Indebtedness or guarantee any such Indebtedness of another Person, issue or sell any debt securities or options, warrants, calls, or other rights to acquire any debt securities of Parent its capital stock or any of its Subsidiaries, guarantee any debt other securities out of another Person, enter into any “keep well” or other Contract to maintain any financial statement condition of any other Person (other than any wholly owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings incurred in the ordinary course of business (including excluding the Parent Stockholder Redemption), (i) not engage in any transactions with Parent’s Affiliates or its or its Affiliates’ officers, directors, managers or employees outside the ordinary course of business, (j) not enter into, or permit any of the assets owned or used by it to become bound by, any Contract requiring the Consent of any other party to such Contract in connection with the financing Transactions, (k) not change any of ordinary course trade payables consistent with past practiceits methods of accounting or accounting practices in any material respect, (l) not undertake any other action that do notwould be reasonably likely to materially adversely impede consummation of the Transactions, at (m) not enter into any timeagreement, exceed $10,000,000 in the aggregate; (vi) except in connection with actions permitted by Section 7.02 hereof, take any action to exempt any Person from, understanding or make any acquisition of securities of Parent by any Person not subject to, any state takeover statute or similar statute or regulation that applies to Parent arrangement with respect to a the voting of Parent Takeover Proposal Common Stock or otherwise, including the restrictions on “business combinations” set forth in Section 203 of the DGCL, except for the Company or any of its Subsidiaries or Affiliates, or the transactions contemplated by this Agreement; (viin) other than with respect to any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), abandon, allow to lapse, sell, assign, transfer, grant any security interest in otherwise encumber or dispose of any material Parent IP, or grant any right or license to any material Parent IP other than pursuant to non-exclusive licenses or sublicenses entered into in the ordinary course of business consistent with past practice; (viii) adopt or implement any stockholder rights plan or similar arrangement; or (ix) authorize, resolve, not agree or commit to do take any of the foregoingactions described in this Section 4.2.

Conduct of the Business of Parent. (a) During the Interim Periodperiod from the date of this Agreement until the Effective Time, Parent shall, and shall cause each of its Subsidiaries, except (i) as expressly permitted or required contemplated by this Agreement, (ii) as required by applicable Law, (iii) in connection with a Parent COVID Action or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed), to use reasonable best efforts to operate conduct its business in the ordinary course of businessbusiness consistent with past practice. Notwithstanding the foregoing, Parent and its Subsidiaries shall not take any action that would cause it to be permitted to take, and nothing in this Agreement shall prohibit Parent or its Subsidiaries from taking, any Parent COVID Action. (b) treated as other than a U.S. domestic corporation for U.S. federal income Tax purposes. Without limiting the generality of the foregoing, during between the Interim Perioddate of this Agreement and the Effective Time, except (A) as otherwise expressly permitted or required contemplated by this Agreement, (B) as set forth in Section 7.01(b) 5.2 of the Parent Disclosure Letter, (C) Schedule or as required by and not in contravention of applicable Law or (D) in connection with a Parent COVID ActionLaw, Parent shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed): (ia) amend or propose to amend the its Charter Documents in a manner that would adversely affect the Company or the holders of Company Stock relative to the other holders of Parent (whether by merger, consolidation or otherwise)Stock; (ii) propose or adopt any plan of merger, consolidation, reorganization, liquidation, scheme of arrangement, tender offer or dissolution of Parent or any of its material Subsidiaries, file a petition in bankruptcy under any provisions of federal or state bankruptcy Law on behalf of Parent or any of its material Subsidiaries or consent to the filing of any bankruptcy petition against Parent or any of its material Subsidiaries under any similar applicable Law; (iiib) (Ai) split, combine, or reclassify or otherwise amend the terms of any Parent Securities, (B) repurchase, redeem, or otherwise acquire, or offer to repurchase, redeem, or otherwise acquire, any Parent Securities (in a manner that would adversely affect the Company or the holders of Company Stock relative to the other than for purposes holders of effecting a net exercise or settlement or net share withholding, in satisfaction of any exercise price or required tax withholdings, under, or in connection with the forfeiture of, any Parent Equity Award)Stock or, (Cii) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, shares of Parent (other than upon the grant, exercise or settlement of any Parent Equity Award) or (D) establish a record date for, declare, set aside, accrue or pay any dividend or distribution (whether in cash, stock, property, or otherwise) in respect of, or enter into any Contract with respect to the voting of, any shares or other securities of its capital stock (other than dividends from its direct or indirect wholly wholly-owned SubsidiariesSubsidiaries and ordinary quarterly dividends, consistent with past practice with respect to timing of declaration and payment); (ivc) other than with respect to any Indebtedness incurred adopt or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing effect a plan of complete or Take-Out Financing)partial liquidation, issuedissolution, sellrestructuring, pledge, dispose of, transfer, lease, grant any Lien onrecapitalization, or otherwise encumber or enter into any Contract or other agreement with respect to any Parent Securities or Parent Subsidiary Securities, other than the issuance of shares of Parent Ordinary Shares upon the grant, exercise or settlement of any Parent Equity Awardreorganization; (v) other than any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), repurchase, prepay, assume or incur any Indebtedness or guarantee any such Indebtedness of another Person, issue or sell any debt securities or options, warrants, calls, or other rights to acquire any debt securities of Parent or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other Contract to maintain any financial statement condition of any other Person (other than any wholly owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings incurred in the ordinary course of business (including in connection with the financing of ordinary course trade payables consistent with past practice) that do not, at any time, exceed $10,000,000 in the aggregate; (vid) except in connection with actions to the extent expressly permitted by Section 7.02 hereof5.4 or Article VIII, take any action to exempt any Person fromthat is intended or that would reasonably be expected to, individually or in the aggregate, prevent, impede, or make any acquisition of securities of Parent by any Person not subject to, any state takeover statute or similar statute or regulation that applies to Parent with respect to a Parent Takeover Proposal or otherwise, including materially delay the restrictions on “business combinations” set forth in Section 203 consummation of the DGCL, except for the Company or any of its Subsidiaries or AffiliatesMerger, or the other transactions contemplated by this Agreement; (vii) other than with respect to any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), abandon, allow to lapse, sell, assign, transfer, grant any security interest in otherwise encumber or dispose of any material Parent IP, or grant any right or license to any material Parent IP other than pursuant to non-exclusive licenses or sublicenses entered into in the ordinary course of business consistent with past practice; (viii) adopt or implement any stockholder rights plan or similar arrangement; or (ixe) authorize, resolve, agree or commit to do any of the foregoing.

Conduct of the Business of Parent. (a) During the Interim Periodperiod from the date of this Agreement until the Effective Time, Parent shall, and shall cause each of its Subsidiaries, except (i) as expressly permitted or required by this AgreementAgreement (including with respect to the pursuit and consummation of the Qualified Transactions pursuant to the Definitive Agreements), (ii) as required by applicable Law, (iii) in connection with a Parent COVID Action or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed), to use its commercially reasonable best efforts to operate conduct its business only in the ordinary course of business. Notwithstanding business consistent with past practice, and, to the foregoingextent consistent therewith, Parent shall, and shall cause each of its Subsidiaries, to use its commercially reasonable efforts to preserve substantially intact its and its Subsidiaries shall be permitted Subsidiaries’ business organization, to takekeep available the services of its and its Subsidiaries’ current officers and employees, to preserve its and its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, and nothing in this Agreement shall prohibit Parent or its Subsidiaries from taking, any Parent COVID Action. (b) other Persons having business relationships with it. Without limiting the generality of the foregoing, during between the Interim Perioddate of this Agreement and the Effective Time, except as (Ai) as otherwise expressly permitted or required by this Agreement, ; (B) as set forth in Section 7.01(b) of the Parent Disclosure Letter, (Cii) as required by and not in contravention of applicable Law Law; or (Diii) in connection with a Parent COVID Actionthe Qualified Transactions, Parent shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed): (ia) amend or propose to amend its Organizational Documents in a manner that would be adverse to the Charter Documents of Parent (whether by merger, consolidation or otherwise)Sole Stockholder; (ii) propose or adopt any plan of merger, consolidation, reorganization, liquidation, scheme of arrangement, tender offer or dissolution of Parent or any of its material Subsidiaries, file a petition in bankruptcy under any provisions of federal or state bankruptcy Law on behalf of Parent or any of its material Subsidiaries or consent to the filing of any bankruptcy petition against Parent or any of its material Subsidiaries under any similar applicable Law; (iiib) (Ai) split, combine, or reclassify any equity securities of Parent or otherwise amend the terms any of any Parent Securitiesits Subsidiaries, (Bii) repurchase, redeem, or otherwise acquire, or offer to repurchase, redeem, or otherwise acquire, any Parent Securities (other than for purposes equity securities of effecting a net exercise or settlement or net share withholding, in satisfaction of any exercise price or required tax withholdings, underParent, or in connection with the forfeiture of, any Parent Equity Award), (Ciii) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, shares of Parent (other than upon the grant, exercise or settlement of any Parent Equity Award) or (D) establish a record date for, declare, set aside, accrue or pay any dividend or distribution (whether in cash, stock, property, or otherwise) in respect of, or enter into any Contract with respect to the voting of, any shares or other securities of its capital stock (other than dividends from its direct or indirect wholly wholly-owned Subsidiaries), in each case in a manner that would be adverse to the Sole Stockholder; (ivc) other than acquire by merger, consolidation, acquisition of stock or assets, or otherwise, any material businesses of Persons or divisions thereof or make any material loans, advances, or capital contributions to or investments in any Person, in any case having an aggregate purchase price principal amount in excess of [Redacted – commercially sensitive information]; provided that for any such merger, consolidation, acquisition of stock or assets, or otherwise, Parent shall provide prior written notice to the Company of its becoming a party to a letter of intent with respect to the any Indebtedness incurred or repaid of the foregoing in connection with the transactions contemplated by this Agreement subsection (including any Debt Financing or Take-Out Financingc), issue, sell, pledge, dispose of, transfer, lease, grant any Lien on, or otherwise encumber or enter into any Contract or other agreement with respect to any Parent Securities or Parent Subsidiary Securities, other than regardless of the issuance of shares of Parent Ordinary Shares upon the grant, exercise or settlement of any Parent Equity Awardanticipated purchase price; (vd) other than make any Indebtedness incurred material change in any method of financial accounting principles or repaid practices, in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), repurchase, prepay, assume or incur any Indebtedness or guarantee each case except for any such Indebtedness of another Person, issue change required by a change in IFRS or sell any debt securities or options, warrants, calls, or other rights to acquire any debt securities of Parent or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other Contract to maintain any financial statement condition of any other Person (other than any wholly owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings incurred in the ordinary course of business (including in connection with the financing of ordinary course trade payables consistent with past practice) that do not, at any time, exceed $10,000,000 in the aggregate; (vi) except in connection with actions permitted by Section 7.02 hereof, take any action to exempt any Person from, or make any acquisition of securities of Parent by any Person not subject to, any state takeover statute or similar statute or regulation that applies to Parent with respect to a Parent Takeover Proposal or otherwise, including the restrictions on “business combinations” set forth in Section 203 of the DGCL, except for the Company or any of its Subsidiaries or Affiliates, or the transactions contemplated by this Agreement; (vii) other than with respect to any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), abandon, allow to lapse, sell, assign, transfer, grant any security interest in otherwise encumber or dispose of any material Parent IP, or grant any right or license to any material Parent IP other than pursuant to non-exclusive licenses or sublicenses entered into in the ordinary course of business consistent with past practice; (viii) adopt or implement any stockholder rights plan or similar arrangementapplicable Law; or (ixe) authorize, resolve, agree or commit to do any of the foregoing.

Conduct of the Business of Parent. (a) During the Interim Period, The Parent shall, and shall cause each of its Subsidiariesagrees --------------------------------- that, except (i) as expressly permitted set forth in the Parent Disclosure Schedule, or as permitted, required or specifically contemplated by, or otherwise described in, this Agreement or otherwise consented to or approved in writing by this Agreement, (ii) as required by applicable Law, (iii) in connection with a Parent COVID Action or (iv) with the prior written consent of the Company (which consent or approval shall not be unreasonably withheld, conditioned, withheld or delayed), during the period commencing on the date hereof until the earlier of the termination of this Agreement or the Effective Time: (a) the Parent and each of its Subsidiaries shall conduct their respective operations in all material respects only according to their ordinary and usual course of business consistent with past practice and shall use their reasonable best efforts to operate in preserve intact their respective business organization, keep available the ordinary course services of business. Notwithstanding the foregoingtheir officers, Parent employees and its Subsidiaries shall be permitted to takeconsultants and maintain satisfactory relationships with licensors, suppliers, distributors, clients, joint venture partners and nothing in this Agreement shall prohibit Parent or its Subsidiaries from taking, any Parent COVID Action.others having significant business relationships with them; (b) Without limiting the generality by way of the foregoingillustration and not limitation, during the Interim Period, except (A) as otherwise expressly permitted or required by this Agreement, (B) as set forth in Section 7.01(b) of neither the Parent Disclosure Letter, (C) as required by and not in contravention of applicable Law or (D) in connection with a Parent COVID Action, Parent shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed):shall: (i) amend except as contemplated in the Conversion Agreement, make any change in or propose amendment to amend the Charter Documents Parent's articles of Parent (whether by mergerassociation, consolidation by-laws, or otherwise)similar organizational documents; (ii) propose or adopt any plan of merger, consolidation, reorganization, liquidation, scheme of arrangement, tender offer or dissolution of Parent or any of its material Subsidiaries, file a petition in bankruptcy under any provisions of federal or state bankruptcy Law on behalf of Parent or any of its material Subsidiaries or consent except pursuant to the filing of any bankruptcy petition against Parent or any of its material Subsidiaries under any similar applicable Law; (iii) (A) split, combine, or reclassify or otherwise amend the terms of any Parent Securities, (B) repurchase, redeem, or otherwise acquire, or offer to repurchase, redeem, or otherwise acquire, any Parent Securities (other than for purposes of effecting a net exercise or settlement or net share withholding, in satisfaction of any exercise price or required tax withholdings, under, or in connection with the forfeiture of, any Parent Equity Award), (C) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, shares of Parent (other than upon the grant, exercise or settlement of any Parent Equity Award) or (D) establish a record date for, declare, set aside, accrue or pay any dividend or distribution (whether in cash, stock, property, or otherwise) in respect of, or enter into any Contract with respect to the voting of, any shares or other securities (other than dividends from its direct or indirect wholly owned Subsidiaries); (iv) other than with respect to any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing)Conversion Agreement, issue, sell, pledge, dispose of, transfer, lease, grant any Lien onof or encumber, or otherwise encumber authorize to issue or sell, pledge, dispose of or encumber, any shares of its capital stock or any other securities, or issue or sell, or authorize to issue or sell, any securities convertible into, or options, warrants, convertible securities or other rights to purchase or subscribe to, or enter into any Contract arrangement or other agreement contract with respect to the issuance or sale of, any Parent Securities shares of its capital stock or Parent Subsidiary Securitiesany other securities, or make any other changes in its capital structure, other than (i) the issuance of shares of Parent Ordinary Shares upon the grantexercise of Parent Options outstanding on the date hereof, exercise in accordance with their present terms or settlement (ii) issuances by a wholly-owned Subsidiary of any the Parent Equity Awardof capital stock to such Subsidiary's parent, the Parent or another wholly-owned Subsidiary of the Parent; (viii) declare, pay or set aside any dividend or other distribution (whether in cash, stock or property or any combination thereof) or payment with respect to, or split, combine, redeem or reclassify, or purchase or otherwise acquire, any shares of its capital stock or its other securities, other than dividends payable by a wholly-owned Subsidiary of the Parent to the Parent or another wholly-owned Subsidiary of the Parent; (iv) other than any Indebtedness incurred or repaid in connection with the transactions permitted by Section 5.2(b)(v), incur any capital expenditures or any obligations or ----------------- liabilities in respect thereof, except for those (A) contemplated by this Agreement the capital expenditure budgets for the Parent and its Subsidiaries made available to the Company prior to the date hereof, (including any Debt Financing or Take-Out Financing), repurchase, prepay, assume or incur any Indebtedness or guarantee any such Indebtedness of another Person, issue or sell any debt securities or options, warrants, calls, or other rights to acquire any debt securities of Parent or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other Contract to maintain any financial statement condition of any other Person (other than any wholly owned Subsidiary of itB) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings incurred in the ordinary course of business of the Parent and its Subsidiaries, or (C) not otherwise described in clauses (A) and (B) which, as to this subsection (C), in the aggregate, do not -------------- exceed $1,000,000 in the aggregate; (v) acquire (whether pursuant to merger, stock or asset purchase or otherwise) in one transaction or series of related transactions (A) any assets (including any equity interests) having a fair market value in excess of $1,000,000, in the aggregate, other than acquisition of inventory in the ordinary course of business consistent with past practice, or (B) all or substantially all of the equity interests of any Person or any business or division of any Person having a fair market value in excess of $1,000,000, in the aggregate; (vi) transfer, lease, license, guarantee, sell, mortgage, pledge, renovate, rehabilitate, dispose of, encumber or subject to any Lien, any assets of the Parent or any of its Subsidiaries (except for (A) sales of assets or Liens made or granted in the ordinary course of business, (B) sales of assets which are not, individually or in the aggregate, material to the Parent and its Subsidiaries, taken as a whole, and mortgagees, pledgees and similar encumbrances in connection with the Parent's financing activities consistent with past practice and which could not reasonably be expected to result in a Parent Material Adverse Effect; (vii) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Parent or any of its Subsidiaries (other than the Merger) or any agreement relating to a Parent Acquisition Proposal, except as provided for in Section 7.1(b)(iv); ------------------ (viii) (A) incur any material indebtedness for borrowed money, issue any debt securities, or assume or guarantee any such indebtedness of another Person (other than indebtedness owing to or guarantees of indebtedness owing to the Parent or any direct or indirect wholly-owned Subsidiary of the Parent) or endorse or otherwise become responsible for the obligations of any Person or (B) make any loans or advances to any other Person, other than to the Parent or to any direct or indirect wholly-owned Subsidiary of the Parent, except for borrowings (1) in the ordinary course trade payables of business consistent with past practice, including without limitation borrowings under existing credit facilities or for working capital, (2) that in connection with the Transactions, (3) in connection with financing relating to activities described in item 5.2(1), (2) and (4) of the Parent Disclosure Schedule, and (4) which are not otherwise described in subclauses (1), (2) or (3) of this clause (viii) and do not, at any time, not exceed $10,000,000 in the aggregate; (viix) except in connection with actions permitted by Section 7.02 hereofaccelerate the payment, take right to payment or vesting of any action bonus, severance, profit sharing, retirement, deferred compensation, stock option (including any options issued pursuant to exempt the Parent 1999 Warrant Plan, under any Person fromaward (including restricted stock, deferred stock, phantom stock, stock equivalent or stock unit) for capital stock of the Parent, or make otherwise), insurance or other compensation or benefits, or amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit any acquisition Subsidiary to amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, any of its securities or any securities of its subsidiaries, including, without limitation, Parent by Ordinary Shares, or any Person not subject tooption, warrant or right, directly or indirectly, to acquire any state takeover statute such securities; (x) settle, pay or similar statute discharge any claim, suit or regulation that applies to other action brought or threatened against the Parent with respect to or arising out of a Parent Takeover Proposal shareholder's equity interest in the Parent, or pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) over $250,000, including individually or in the restrictions on “aggregate, other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business combinations” set forth and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in Section 203 the Parent Public Reports; provided, in each case, that any such settlement provides for a complete release of the DGCLParent and its Subsidiaries and imposes no obligation on the Parent or its Subsidiaries other than the payment of money; (xi) enter into any agreement, except understanding or commitment that materially restrains, limits or impedes the Parent's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Parent's or any of its Subsidiaries' activities; (xii) knowingly take any action or fail to take any action which action or failure to act would prevent, or would be reasonably likely to prevent, the Merger from qualifying (A) for "pooling of interests" accounting treatment under Finnish GAAP or (B) as a Section 368 Reorganization; (xiii) take any action including, without limitation, the Company adoption of any shareholder rights plan or amendments to its articles of association or bylaws (or comparable governing documents), which would, directly or indirectly, restrict or impair the ability of the Company's shareholders to vote, or otherwise to exercise the rights and receive the benefits of a shareholder with respect to, securities of the Parent that may be acquired by the Company's shareholders in the Merger; (xiv) materially modify, amend or terminate any material contract to which the Parent or any of its Subsidiaries is a party or Affiliateswaive any of their material rights or claims except, or the transactions contemplated by this Agreement; (vii) other than with respect to any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing)each case, abandon, allow to lapse, sell, assign, transfer, grant any security interest in otherwise encumber or dispose of any material Parent IP, or grant any right or license to any material Parent IP other than pursuant to non-exclusive licenses or sublicenses entered into in the ordinary course of business consistent with past practice; (viiixv) adopt agree, in writing or implement otherwise, to take any stockholder rights plan or similar arrangementof the foregoing actions; or (ixxvi) authorize, resolve, agree amend the Parent's 1999 Warrant Plan or commit to do any of the foregoingParent Option.

Conduct of the Business of Parent. (a) During the Interim Period, The Parent shall, and shall cause each of its Subsidiariesagrees that, except (i) as expressly permitted set forth in the Parent Disclosure Schedule, or as permitted, required or specifically contemplated by, or otherwise described in, this Agreement or otherwise consented to or approved in writing by this Agreement, (ii) as required by applicable Law, (iii) in connection with a Parent COVID Action or (iv) with the prior written consent of the Company (which consent or approval shall not be unreasonably withheld, conditioned, withheld or delayed), during the period commencing on the date hereof until the earlier of the termination of this Agreement or the Effective Time: (a) the Parent and each of its Subsidiaries shall conduct their respective operations in all material respects only according to their ordinary and usual course of business consistent with past practice and shall use their reasonable best efforts to operate in preserve intact their respective business organization, keep available the ordinary course services of business. Notwithstanding the foregoingtheir officers, Parent employees and its Subsidiaries shall be permitted to takeconsultants and maintain satisfactory relationships with licensors, suppliers, distributors, clients, joint venture partners and nothing in this Agreement shall prohibit Parent or its Subsidiaries from taking, any Parent COVID Action.others having significant business relationships with them; (b) Without limiting the generality by way of the foregoingillustration and not limitation, during the Interim Period, except (A) as otherwise expressly permitted or required by this Agreement, (B) as set forth in Section 7.01(b) of neither the Parent Disclosure Letter, (C) as required by and not in contravention of applicable Law or (D) in connection with a Parent COVID Action, Parent shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed):shall: (i) amend except as contemplated in the Conversion Agreement, make any change in or propose amendment to amend the Charter Documents Parent's articles of Parent (whether by mergerassociation, consolidation by-laws, or otherwise)similar organizational documents; (ii) propose or adopt any plan of merger, consolidation, reorganization, liquidation, scheme of arrangement, tender offer or dissolution of Parent or any of its material Subsidiaries, file a petition in bankruptcy under any provisions of federal or state bankruptcy Law on behalf of Parent or any of its material Subsidiaries or consent except pursuant to the filing of any bankruptcy petition against Parent or any of its material Subsidiaries under any similar applicable Law; (iii) (A) split, combine, or reclassify or otherwise amend the terms of any Parent Securities, (B) repurchase, redeem, or otherwise acquire, or offer to repurchase, redeem, or otherwise acquire, any Parent Securities (other than for purposes of effecting a net exercise or settlement or net share withholding, in satisfaction of any exercise price or required tax withholdings, under, or in connection with the forfeiture of, any Parent Equity Award), (C) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, shares of Parent (other than upon the grant, exercise or settlement of any Parent Equity Award) or (D) establish a record date for, declare, set aside, accrue or pay any dividend or distribution (whether in cash, stock, property, or otherwise) in respect of, or enter into any Contract with respect to the voting of, any shares or other securities (other than dividends from its direct or indirect wholly owned Subsidiaries); (iv) other than with respect to any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing)Conversion Agreement, issue, sell, pledge, dispose of, transfer, lease, grant any Lien onof or encumber, or otherwise encumber authorize to issue or sell, pledge, dispose of or encumber, any shares of its capital stock or any other securities, or issue or sell, or authorize to issue or sell, any securities convertible into, or options, warrants, convertible securities or other rights to purchase or subscribe to, or enter into any Contract arrangement or other agreement contract with respect to the issuance or sale of, any Parent Securities shares of its capital stock or Parent Subsidiary Securitiesany other securities, or make any other changes in its capital structure, other than (i) the issuance of shares of Parent Ordinary Shares upon the grantexercise of Parent Options outstanding on the date hereof, exercise in accordance with their present terms or settlement (ii) issuances by a wholly- owned Subsidiary of any the Parent Equity Awardof capital stock to such Subsidiary's parent, the Parent or another wholly-owned Subsidiary of the Parent; (viii) declare, pay or set aside any dividend or other distribution (whether in cash, stock or property or any combination thereof) or payment with respect to, or split, combine, redeem or reclassify, or purchase or otherwise acquire, any shares of its capital stock or its other securities, other than dividends payable by a wholly-owned Subsidiary of the Parent to the Parent or another wholly-owned Subsidiary of the Parent; (iv) other than any Indebtedness incurred or repaid in connection with the transactions permitted by SECTION 5.2(b)(v), incur any capital expenditures or any obligations or liabilities in respect thereof, except for those (A) contemplated by this Agreement the capital expenditure budgets for the Parent and its Subsidiaries made available to the Company prior to the date hereof, (including any Debt Financing or Take-Out Financing), repurchase, prepay, assume or incur any Indebtedness or guarantee any such Indebtedness of another Person, issue or sell any debt securities or options, warrants, calls, or other rights to acquire any debt securities of Parent or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other Contract to maintain any financial statement condition of any other Person (other than any wholly owned Subsidiary of itB) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings incurred in the ordinary course of business of the Parent and its Subsidiaries, or (C) not otherwise described in clauses (A) and (B) which, as to this SUBSECTION (C), in the aggregate, do not exceed $1,000,000 in the aggregate; (v) acquire (whether pursuant to merger, stock or asset purchase or otherwise) in one transaction or series of related transactions (A) any assets (including any equity interests) having a fair market value in excess of $1,000,000, in the aggregate, other than acquisition of inventory in the ordinary course of business consistent with past practice, or (B) all or substantially all of the equity interests of any Person or any business or division of any Person having a fair market value in excess of $1,000,000, in the aggregate; (vi) transfer, lease, license, guarantee, sell, mortgage, pledge, renovate, rehabilitate, dispose of, encumber or subject to any Lien, any assets of the Parent or any of its Subsidiaries (except for (A) sales of assets or Liens made or granted in the ordinary course of business, (B) sales of assets which are not, individually or in the aggregate, material to the Parent and its Subsidiaries, taken as a whole, and mortgagees, pledgees and similar encumbrances in connection with the Parent's financing activities consistent with past practice and which could not reasonably be expected to result in a Parent Material Adverse Effect; (vii) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Parent or any of its Subsidiaries (other than the Merger) or any agreement relating to a Parent Acquisition Proposal, except as provided for in SECTION 7.1(b)(iv); (viii) (A) incur any material indebtedness for borrowed money, issue any debt securities, or assume or guarantee any such indebtedness of another Person (other than indebtedness owing to or guarantees of indebtedness owing to the Parent or any direct or indirect wholly-owned Subsidiary of the Parent) or endorse or otherwise become responsible for the obligations of any Person or (B) make any loans or advances to any other Person, other than to the Parent or to any direct or indirect wholly-owned Subsidiary of the Parent, except for borrowings (1) in the ordinary course trade payables of business consistent with past practice, including without limitation borrowings under existing credit facilities or for working capital, (2) that in connection with the Transactions, (3) in connection with financing relating to activities described in item 5.2(1), (2) and (4) of the Parent Disclosure Schedule, and (4) which are not otherwise described in subclauses (1), (2) or (3) of this clause (viii) and do not, at any time, not exceed $10,000,000 in the aggregate; (viix) except in connection with actions permitted by Section 7.02 hereofaccelerate the payment, take right to payment or vesting of any action bonus, severance, profit sharing, retirement, deferred compensation, stock option (including any options issued pursuant to exempt the Parent 1999 Warrant Plan, under any Person fromaward (including restricted stock, deferred stock, phantom stock, stock equivalent or stock unit) for capital stock of the Parent, or make otherwise), insurance or other compensation or benefits, or amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit any acquisition Subsidiary to amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, any of its securities or any securities of its subsidiaries, including, without limitation, Parent by Ordinary Shares, or any Person not subject tooption, warrant or right, directly or indirectly, to acquire any state takeover statute such securities; (x) settle, pay or similar statute discharge any claim, suit or regulation that applies to other action brought or threatened against the Parent with respect to or arising out of a Parent Takeover Proposal shareholder's equity interest in the Parent, or pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) over $250,000, including individually or in the restrictions on “aggregate, other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business combinations” set forth and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in Section 203 the Parent Public Reports; provided, in each case, that any such settlement provides for a complete release of the DGCLParent and its Subsidiaries and imposes no obligation on the Parent or its Subsidiaries other than the payment of money; (xi) enter into any agreement, except understanding or commitment that materially restrains, limits or impedes the Parent's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Parent's or any of its Subsidiaries' activities; (xii) knowingly take any action or fail to take any action which action or failure to act would prevent, or would be reasonably likely to prevent, the Merger from qualifying (A) for "pooling of interests" accounting treatment under Finnish GAAP or (B) as a Section 368 Reorganization; (xiii) take any action including, without limitation, the Company adoption of any shareholder rights plan or amendments to its articles of association or bylaws (or comparable governing documents), which would, directly or indirectly, restrict or impair the ability of the Company's shareholders to vote, or otherwise to exercise the rights and receive the benefits of a shareholder with respect to, securities of the Parent that may be acquired by the Company's shareholders in the Merger; (xiv) materially modify, amend or terminate any material contract to which the Parent or any of its Subsidiaries is a party or Affiliateswaive any of their material rights or claims except, or the transactions contemplated by this Agreement; (vii) other than with respect to any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing)each case, abandon, allow to lapse, sell, assign, transfer, grant any security interest in otherwise encumber or dispose of any material Parent IP, or grant any right or license to any material Parent IP other than pursuant to non-exclusive licenses or sublicenses entered into in the ordinary course of business consistent with past practice; (viiixv) adopt agree, in writing or implement otherwise, to take any stockholder rights plan or similar arrangementof the foregoing actions; or (ixxvi) authorize, resolve, agree amend the Parent's 1999 Warrant Plan or commit to do any of the foregoingParent Option.

Conduct of the Business of Parent. (a) During the Interim Period, Parent shall, and shall cause each of its Subsidiaries, except (i) Except as contemplated or expressly permitted or required by this Agreement, (ii) as required by applicable Law, (iii) in connection with a Parent COVID Action or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned, ) or delayed(iii) as required by applicable Law (including COVID-19 Measures), to during the Pre-Closing Period, Parent shall use commercially reasonable best efforts to operate (A) conduct its business in compliance with all applicable Laws, (B) maintain and preserve intact its business organization and the ordinary course goodwill of business. Notwithstanding those having business relationships with it (including by using commercially reasonable efforts to maintain the foregoingvalue of its assets and technology and preserve its relationships with employees, Parent customers, suppliers, strategic partners, licensors, licensees, regulators, landlords and its Subsidiaries shall be permitted to take, and nothing in this Agreement shall prohibit others having business relationships with Parent or its Subsidiaries from takingany Subsidiary) and (C) maintain in full force and effect all insurance policies that are material to the Parent Group as in effect on the date of this Agreement. In addition, any Parent COVID Action. (b) Without without limiting the generality of the foregoing, during the Interim Pre-Closing Period, except (AI) as otherwise contemplated or expressly permitted or required by this Agreement, (BII) as set forth in Section 7.01(b) of the Parent Disclosure Letter, (C) as required by and not in contravention of applicable Law or (D) in connection with a Parent COVID Action, Parent shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned) or (III) as required by applicable Law (including COVID-19 Measures), or delayed):neither Parent nor any Subsidiary of Parent shall: (i) amend or propose to amend the Charter Documents of Parent (whether by merger, consolidation or otherwise); (ii) propose or adopt any plan of merger, consolidation, reorganization, liquidation, scheme of arrangement, tender offer or dissolution of Parent or any of its material Subsidiaries, file a petition in bankruptcy under any provisions of federal or state bankruptcy Law on behalf of Parent or any of its material Subsidiaries or consent to the filing of any bankruptcy petition against Parent or any of its material Subsidiaries under any similar applicable Law; (iii) (Aa) split, combine, or subdivide, reclassify or otherwise amend take any similar action with respect to any shares of capital stock of Parent in a manner that has a material adverse effect on Parent’s ability to consummate the terms of any Parent SecuritiesTransactions; (b) adopt a plan or agreement for, or carry out, (Bi) repurchaseany complete or partial liquidation, redeemdissolution, restructuring or otherwise acquirerecapitalization or, or offer (ii) to repurchase, redeem, or otherwise acquirethe extent it would reasonably be expected to have a material adverse effect on Parent’s ability to consummate the Transactions, any Parent Securities merger, consolidation or other reorganization; (other than for purposes c) acquire or agree to acquire in any manner (whether by merger or consolidation, the purchase of effecting an equity interest in or a net exercise or settlement or net share withholding, in satisfaction material portion of any exercise price or required tax withholdings, under, or in connection with the forfeiture of, any Parent Equity Award), (C) issue or authorize the issuance of any other securities in respect of, in lieu assets of or in substitution forotherwise) any business or any corporation, shares of Parent partnership, association or other business organization or division thereof, to the extent it would reasonably be expected to have a material adverse effect on Parent’s ability to consummate the Transactions; (other than upon the grant, exercise or settlement of any Parent Equity Awardd) or (D) establish a record date for, declare, set aside, accrue aside funds for the payment of or pay any dividend on, or make any other distribution (whether in cash, stock, stock or property, or otherwise) in respect of, any shares of the capital stock of Parent or enter into make any Contract with respect payments to the voting of, any shares or other securities (other than dividends from its direct or indirect wholly owned Subsidiaries)stockholders of Parent in their capacity as such; (ive) other than with respect make any investment (by contribution to any Indebtedness incurred capital, property transfers, purchase of securities or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), issue, sell, pledge, dispose of, transfer, lease, grant any Lien onotherwise) in, or otherwise encumber loan or enter into any Contract or other agreement with respect to any Parent Securities or Parent Subsidiary Securities, other than the issuance of shares of Parent Ordinary Shares upon the grant, exercise or settlement of any Parent Equity Award; (v) other than any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), repurchase, prepay, assume or incur any Indebtedness or guarantee any such Indebtedness of another Person, issue or sell any debt securities or options, warrants, calls, or other rights to acquire any debt securities of Parent or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other Contract to maintain any financial statement condition of any other Person (other than any wholly owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings incurred in the ordinary course of business (including in connection with the financing of ordinary course trade payables consistent with past practice) that do not, at any time, exceed $10,000,000 in the aggregate; (vi) except in connection with actions permitted by Section 7.02 hereof, take any action to exempt any Person from, or make any acquisition of securities of Parent by any Person not subject advance funds to, any state takeover statute Person to the extent it would reasonably be expected to have a material adverse effect on Parent’s ability to consummate the Transactions, any merger, consolidation or similar statute or regulation that applies to Parent with respect to a Parent Takeover Proposal or otherwise, including the restrictions on “business combinations” set forth in Section 203 of the DGCL, except for the Company or any of its Subsidiaries or Affiliates, or the transactions contemplated by this Agreement; (vii) other than with respect to any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), abandon, allow to lapse, sell, assign, transfer, grant any security interest in otherwise encumber or dispose of any material Parent IP, or grant any right or license to any material Parent IP other than pursuant to non-exclusive licenses or sublicenses entered into in the ordinary course of business consistent with past practice; (viii) adopt or implement any stockholder rights plan or similar arrangementreorganization; or (ixf) authorize, resolve, agree or commit amend the organizational documents of Parent in a manner that has an adverse effect on Parent’s ability to do any of consummate the foregoingTransactions.

Conduct of the Business of Parent. (a) During the Interim Periodperiod from the date of this Agreement until the Effective Time, Parent shall, and shall cause each of its Subsidiaries, except (i) as expressly permitted or required contemplated by this Agreement, (ii) as required by applicable Law, (iii) in connection with a Parent COVID Action or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed), to use its reasonable best efforts to operate conduct its business in the ordinary course of businessbusiness consistent with past practice in all material respects. Notwithstanding the foregoing, Parent and its Subsidiaries shall be permitted to take, and nothing in this Agreement shall prohibit Parent or its Subsidiaries from taking, any Parent COVID Action. (b) Without limiting the generality of the foregoing, during between the Interim Perioddate of this Agreement and the Effective Time, except (A) as otherwise expressly permitted or required contemplated by this Agreement, (B) as set forth in Section 7.01(b) of the Parent Disclosure Letter, (C) or as required by and not in contravention of applicable Law or (D) in connection with a Parent COVID ActionLaw, Parent shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed): (ia) amend or propose to amend the its Charter Documents in a manner that would adversely affect the Company or the holders of Company Common Stock relative to the other holders of Parent (whether by merger, consolidation or otherwise)Common Stock; (ii) propose or adopt any plan of merger, consolidation, reorganization, liquidation, scheme of arrangement, tender offer or dissolution of Parent or any of its material Subsidiaries, file a petition in bankruptcy under any provisions of federal or state bankruptcy Law on behalf of Parent or any of its material Subsidiaries or consent to the filing of any bankruptcy petition against Parent or any of its material Subsidiaries under any similar applicable Law; (iiib) (Ai) split, combine, or reclassify or otherwise amend the terms of any Parent SecuritiesSecurities or Parent Subsidiary Securities in a manner that would adversely affect the Company or the holders of Company Common Stock relative to the other holders of Parent Common Stock, (Bii) repurchase, redeem, or otherwise acquire, or offer to repurchase, redeem, or otherwise acquire, any Parent Securities (other than for purposes of effecting a net exercise or settlement or net share withholding, in satisfaction of any exercise price or required tax withholdings, underParent Subsidiary Securities, or in connection with the forfeiture of, any Parent Equity Award), (Ciii) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, shares of Parent (other than upon the grant, exercise or settlement of any Parent Equity Award) or (D) establish a record date for, declare, set aside, accrue or pay any dividend or distribution (whether in cash, stock, property, or otherwise) in respect of, or enter into any Contract with respect to the voting of, any shares or other securities of its capital stock (other than dividends from its direct or indirect wholly wholly- owned SubsidiariesSubsidiaries and ordinary quarterly dividends, consistent with past practice with respect to timing of declaration and payment); (ivc) other than with respect to any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), issue, sell, pledge, dispose of, transfer, lease, grant any Lien on, or otherwise encumber or enter into any Contract or other agreement with respect to any Parent Securities or Parent Subsidiary Securities, other than (i) the issuance of shares of Parent Ordinary Shares Common Stock upon the grant, exercise or settlement of any Parent Equity Award; Awards outstanding as of the date of this Agreement in accordance with its terms, (vii) other than any Indebtedness incurred or repaid the issuance of shares of Parent Common Stock in connection with or upon the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), repurchase, prepay, assume or incur any Indebtedness or guarantee any such Indebtedness of another Person, issue or sell any debt securities or options, warrants, calls, or other rights to acquire any debt securities of Parent or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other Contract to maintain any financial statement condition exercise of any other Person (other than any wholly owned Subsidiary of it) or enter into any arrangement having Parent Equity Awards granted after the economic effect of any of the foregoing, other than borrowings incurred in the ordinary course of business (including in connection with the financing of ordinary course trade payables consistent with past practice) that do not, at any time, exceed $10,000,000 in the aggregate; (vi) except in connection with actions permitted by Section 7.02 hereof, take any action to exempt any Person from, or make any acquisition of securities of Parent by any Person not subject to, any state takeover statute or similar statute or regulation that applies to Parent with respect to a Parent Takeover Proposal or otherwise, including the restrictions on “business combinations” set forth in Section 203 of the DGCL, except for the Company or any of its Subsidiaries or Affiliates, or the transactions contemplated by this Agreement; (vii) other than with respect to any Indebtedness incurred or repaid in connection with the transactions contemplated by this Agreement (including any Debt Financing or Take-Out Financing), abandon, allow to lapse, sell, assign, transfer, grant any security interest in otherwise encumber or dispose of any material Parent IP, or grant any right or license to any material Parent IP other than pursuant to non-exclusive licenses or sublicenses entered into date hereof in the ordinary course of business consistent with past practice, and (iii) sales or issuances of shares of Parent Common Stock or convertible securities in an amount not exceeding 5% of the issued and outstanding shares of Parent Common Stock (in the case of convertible securities, on an as-converted basis) as of the date of this Agreement; (viiid) adopt or implement any stockholder rights effect a plan of complete or similar arrangementpartial liquidation, dissolution, restructuring, recapitalization, or other reorganization; or (ixe) authorize, resolve, agree or commit to do any of the foregoing.