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

Conduct of the Business of the Company. During the Pre-Closing Period, except (w) as set forth in Part 4.2 of the Company Disclosure Schedule, (x) to the extent necessary to comply with the Company’s obligations under this Agreement, (y) as necessary to ensure that the Company complies with applicable Laws and obligations under any Material Contract, or (z) with Parent’s consent (which shall not be unreasonably withheld, conditioned or delayed): (i) the Company shall operate in the Ordinary Course of Business in all material respects and in material compliance with applicable Law; (ii) use commercially reasonable efforts to (A) preserve substantially intact its present business organization, (B) preserve its material relationships with suppliers, distributors, licensors, licensees and others to whom the Company has contractual obligations, (C) prosecute and maintain the Patents owned by the Company and other material Company Registered Intellectual Property, and (D) file all Tax Returns and pay all Taxes when due (except for Taxes being contested in good faith in appropriate proceedings for which adequate reserves have been have been established in accordance with GAAP, with respect to which Parent has been notified in advance in writing); and (iii) except as set forth in Schedule 4.2, the Company shall not: (a) change or amend the Company’s Articles of Incorporation or the Company’s bylaws or authorize or propose the same; (b) split, combine or reclassify any of its capital stock (except with respect to the exercise of any Company Warrants or Company Options); issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; declare, set aside, or pay any dividend or make any distribution (whether in cash or in kind) with respect to any of its capital stock or other equity interests (as applicable) or redeem, purchase, or otherwise acquire, directly or indirectly, any of its capital stock or other equity interests (as applicable); (c) issue, deliver, transfer or sell, or authorize to issue, deliver, transfer or sell, any shares of Company 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 Company may issue shares of Company Common Stock in connection with the exercise of Company Options or Company Warrants outstanding as of the date of this Agreement; (d) 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 similar Laws now or hereafter in effect; (e) incur any Debt for borrowed money, or guarantee any such Debt, or issue or sell any debt securities or guarantee any debt securities of others; (f) make any capital expenditures, capital additions or capital improvements, in excess of $50,000; (g) waive any material right of the Company under any Material Contract; (h) acquire or agree to acquire by merging with, or by purchasing a portion of the stock or assets of, or by any other manner, any business or any Entity; (i) initiate any new line of business, make any loan or capital contribution to any Person (other than business-related advances to its employees in the Ordinary Course of Business) or otherwise acquire or agree to acquire any securities or assets of a Third Party that are material, individually or in the aggregate, to the Company; (j) terminate, cancel, amend, waive, modify or fail to maintain, use commercially reasonable efforts to renew or comply with any material Permit; (k) sell, assign or otherwise dispose of, lease or exclusively license any properties or assets of the Company which are material to the Company; (l) (i) sell, assign, transfer, license, abandon or otherwise dispose of any Company Owned Intellectual Property, or (ii) acquire, in-license or otherwise obtain any right, title or interest in or to any pending or issued Patents, inventions, patent disclosures or other material Intellectual Property from any other Person (other than, with respect to each of clauses (i) and (ii), non-exclusive licenses or other non-exclusive grants of rights entered into in the Ordinary Course of Business, and, as applicable, on terms materially consistent with the Company’s applicable form agreement(s), provided that any Intellectual Property arising from any such form agreement, for such agreements entered into in the Pre-Closing Period, will be solely owned by the Company to the extent permitted under applicable Law); (m) enter into any Material Contract, amend or modify in any material respect any Material Contract or terminate any Material Contract; (n) make, revoke, or change any material election in respect of Taxes, change an annual Tax accounting period, adopt or change any accounting method in respect of Taxes, file any amended Tax Return, enter into any Tax allocation, sharing or indemnity agreement or any agreement with respect to Taxes, settle any claim or assessment in respect of Taxes, surrender or abandon any right to claim a material refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxes; (o) (i) adopt, establish, enter into, amend or terminate any Company Equity Plan, Company Plan or Company Service Provider Agreement or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan or Company Service Provider Agreement if it were in existence as of the date of this Agreement (except for amendments to be required to comply with applicable Law or to comply with the terms and provisions of this Agreement), (ii) increase the compensation or benefits (including severance, termination, retention and change of control compensation or benefits) of, or grant any bonus or other incentive compensation to, any Company Service Provider (including in respect of stock options, restricted stock units, restricted stock or other stock-based or stock-related awards or the removal or modification of any restrictions in any Company Equity Plan or awards made thereunder but excluding the payment of bonuses to current employees of the Company with respect to 2023 as set forth on Schedule 4.2(o)), (iii) grant any severance or termination pay to any Company Service Provider, (iv) terminate the employment or engagement of any Company Service Provider other than for cause and after advance notification to Parent, (v) hire or engage any new Company Service Provider, or (vi) take any action to accelerate the vesting, funding or payment of any compensation or benefit under any Company Equity Plan (except as provided in Section 5.9 (Company Options)) or other Company Plan (except as provided in Section 5.11 (Employee Benefits)) or other Contract.; (p) terminate or allow to lapse any of the Insurance Policies; (q) waive or release in writing, assign, commence, settle or agree to settle any Legal Proceeding, other than any settlement of a proceeding described in Part 2.19 of the Company Disclosure Schedule on the terms described therein and other than waivers, releases, compromises or settlements (i) in the Ordinary Course of Business (ii) that involve only the payment of monetary damages not in excess of $50,000 in the aggregate and (iii) that do not include the imposition of equitable relief on, or the admission of wrongdoing by, the Company; or (r) agree or commit to take any of the actions described in clauses (a) through (q) of this Section 4.2 (Conduct of the Business of the Company). Notwithstanding the foregoing, Parent and Merger Subs acknowledge and agree that nothing contained in this Agreement shall give Parent or its Affiliates, directly or indirectly, the right to control or direct the operations of the Company prior to the Closing.

Conduct of the Business of the Company. (a) During the Pre-Closing Periodperiod from the date of this Agreement to the Effective Time, the Company shall, and shall cause each the Company Subsidiary to: (i) conduct its business in the usual, regular and ordinary course consistent with past practice and prudent banking principles, (ii) use its best efforts to maintain and preserve intact for the Company and Parent its business organization, employees, goodwill with customers and advantageous business relationships and retain the services of its officers and key employees, (iii) except as required by law or regulation, take no action that would adversely affect or delay the ability of any of the Parties to obtain any Consent from any Regulatory Authority or other approvals required for the consummation of the transactions contemplated hereby or to perform its covenants and agreements under this Agreement, and (iv) take no action that results in or that would reasonably be expected to result in a Material Adverse Effect on the Company, provided that compliance with the forgoing shall not require the Company to violate any other provision of this Agreement. (b) During the period from the date of this Agreement to the Effective Time, except (w) as required by law, regulation or the provisions of this Agreement, neither the Company nor any Company Subsidiary shall, without the prior written consent of Parent or as set forth in Part 4.2 this Agreement: (i) change, delete or add any provision of or to its Certificate of Incorporation or Bylaws or other governing documents of any such entity; (ii) (A) change the number of shares of the authorized, issued or outstanding Company Capital Stock, including any issuance, purchase, redemption, split, combination or reclassification thereof, (B) issue or grant any option, warrant, call, commitment, subscription, right or agreement to purchase relating to the authorized or issued capital stock, including without limitation any Company Restricted Stock Awards; or (C) declare, set aside or pay any dividend or other distributions; (iii) with respect to borrowings, incur any liabilities or material obligations (other than deposit liabilities and short-term borrowings (including FHLB borrowings and correspondent bank borrowings) with maturities of six months or less in the ordinary course of business), whether directly or by way of guaranty, including any obligation for borrowed money, or whether evidenced by any note, bond, debenture, or similar instrument; (iv) make any capital expenditures individually in excess of $5,000 and collectively in excess of $10,000, other than expenditures necessary to maintain existing assets in good repair; (v) except as set forth on Company Disclosure Schedule 3.14(a), sell, transfer, convey or otherwise dispose of any real property (including “other real estate owned”) or interest therein; (a) enter into, adopt or terminate any employee benefit or compensation plan, program, practice, policy, contract or arrangement for the benefit or welfare of any current or former employee, officer, director, independent contractor or consultant (or any spouse or dependent of such individual), (b) amend (whether in writing or through the interpretation of) any Employee Plan of the Company Disclosure Scheduleor any Company Subsidiary, (xc) increase the compensation or benefits payable to any current or former employee, officer, director, independent contractor or consultant (or any spouse or dependent of such individual), except for annual base salary or wage increases for employees (other than executive officers) in the extent necessary ordinary course of business and set forth in Company Disclosure Schedule 5.1(b)(vi), that do not exceed, with respect to comply with any individual, two percent (2.0%) of such individual’s base salary or wage rate in effect as of the Company’s obligations under this Agreementdate hereof, and do not exceed two percent (2.0%) in the aggregate for all non-executive officer employees, (yd) as necessary to ensure that the Company complies with applicable Laws and obligations under any Material Contractpay or award, or commit to pay or award, any bonuses or incentive compensation, (ze) with Parent’s grant or accelerate the vesting of any equity or equity-based awards or other compensation, (f) negotiate or enter into any new, or amend any existing, employment, severance, change in control, retention, bonus guarantee, collective bargaining agreement or similar agreement or arrangement, (g) fund any rabbi trust or similar arrangement, (h) terminate the employment or services of any officer or any employee whose annual base salary (or annual base compensation, in the case of any independent contractor or consultant) is equal to or greater than $50,000, other than for cause (as determined in the ordinary course of business), (i) hire or promote any officer or any employee, independent contractor or consultant whose annual base salary (or annual base compensation, in the case of any independent contractor or consultant) is equal to or greater than $10,000, except for any hire or promotion upon the consent of Parent (which shall not be unreasonably withheld), conditioned to replace an employee who has terminated his or delayed): her employment at a target total annual compensation less than or equal to the replaced employee, or (ij) waive, release or limit any Restrictive Covenant obligation of any current or former officer, employee, independent contractor or consultant of the Company shall operate in the Ordinary Course or any of Business in all material respects and in material compliance with applicable Law; its Subsidiaries; (ii) use commercially reasonable efforts to (A) preserve substantially intact its present business organization, (B) preserve its material relationships with suppliers, distributors, licensors, licensees and others to whom the Company has contractual obligations, (C) prosecute and maintain the Patents owned by the Company and other material Company Registered Intellectual Property, and (D) file all Tax Returns and pay all Taxes when due (except for Taxes being contested in good faith in appropriate proceedings for which adequate reserves have been have been established in accordance with GAAP, with respect to which Parent has been notified in advance in writing); and (iiivii) except as set forth in on Company Disclosure Schedule 4.25.1(b), enter into or extend any agreement requiring payments by the Company shall not: (a) change or amend the Company’s Articles in excess of Incorporation or the Company’s bylaws or authorize or propose the same; (b) split$5,000, combine or reclassify any of its capital stock (except with respect to the exercise of any Company Warrants or Company Options); issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; declare, set aside, or pay any dividend or make any distribution (whether in cash or in kind) with respect including but not limited to any of its lease or license relating to real property, personal property, data processing or bankcard functions, other than in connection with capital stock or other equity interests (as applicableexpenditures permitted under Section 5.1(b)(iv) or redeem, purchase, or otherwise acquire, directly or indirectly, any of its capital stock or other equity interests (as applicableand sales and dispositions permitted under Section 5.1(b)(v); (c) issue, deliver, transfer or sell, or authorize to issue, deliver, transfer or sell, any shares of Company 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 Company may issue shares of Company Common Stock in connection with the exercise of Company Options or Company Warrants outstanding as of the date of this Agreement; (d) 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 similar Laws now or hereafter in effect; (e) incur any Debt for borrowed money, or guarantee any such Debt, or issue or sell any debt securities or guarantee any debt securities of others; (f) make any capital expenditures, capital additions or capital improvements, in excess of $50,000; (g) waive any material right of the Company under any Material Contract; (hviii) acquire or agree to acquire by merging with, one percent (1%) or by purchasing a portion more of the stock assets or assets ofequity securities of any Person or acquire direct or indirect control of any Person other than in connection with foreclosures in the ordinary course of business; provided however, or by the Company shall consult with Parent with respect to any other manner, any business or any Entitysuch foreclosures; (ix) originate, purchase, extend or grant (a) any loan or extension of credit, including modifications to any loans existing on the date hereof, in principal amount in excess of $250,000, or (b) any non-owner occupied construction loan, business equipment loan, manufactured housing loan, marine or boat loan, airplane loan or loan not in compliance with board approved policies of the Company Bank in effect as of the date hereof, in any amount, provided that with respect to (a) and (b) of this paragraph (ix), the prior written consent of Parent shall not be unreasonably withheld. For any proposed extension of credit for which Company shall seek the prior consent of Parent, Company shall send the credit write-up for the proposed credit to (1) Xxxxxxxxxxx Xxxxxxxxx, Executive Vice President and Chief Credit Officer, and (2) Xxxxxx X’Xxxxxxx, Executive Vice President and COO, and if Parent does not (i) initiate object in writing to the proposed credit or (ii) request reasonable additional information on the proposed credit, within two (2) Business Days of receipt of the credit write-up, Parent shall be deemed to have consented to the origination of such credit. If Company sends additional information on the proposed credit to Parent, and Parent does not (i) request any further additional information on the proposed credit or (ii) object in writing to the proposed credit, within two (2) Business Days of receipt of the initial additional information, Parent shall be deemed to have consented to the origination of such credit; (x) file any notices or applications or make any contract with respect to branching by the Company (whether de novo, purchase, sale or relocation), open, relocate or close any branch office, loan production office or other significant office or operations facility of it or its Subsidiaries, or acquire or construct, or enter into any agreement to acquire or construct, any interest in real property other than in connection with foreclosure proceedings; (xi) form any new Subsidiary; (xii) increase or decrease the rate of interest paid on time deposits or on certificates of deposit, except in a manner and pursuant to policies consistent with the Company’s past practices; (xiii) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in Article 7 and 8 not being satisfied; (xiv) purchase or sell or otherwise acquire any investment securities other than U.S. Treasury securities, U.S. Government agency securities or mortgage-backed securities guaranteed by an agency of the U.S. Government, in each case purchased in the ordinary course of business consistent with past practices and in accordance with the Company’s investment policy; (xv) (A) commence any cause of action (other than counter-claims brought in any action in which the Company is a defendant) or proceeding other than in accordance with past practice or (B) settle any action, claim, arbitration, complaint, criminal prosecution, demand letter, governmental or other examination or investigation, hearing, inquiry or other proceeding against it for material money damages or restrictions upon any of the Company’s operations; provided that the amount for which the Company or any of its Subsidiaries is liable, net of any insurance recoveries received by the Company or any of its Subsidiaries, for all such settlements shall not exceed $25,000 in the aggregate; (xvi) waive, release, grant or transfer any material rights of value or modify or change in any material respect any existing agreement or indebtedness to which it is a party, other than in the ordinary course of business, consistent with past practice; (xvii) enter into, renew, extend or modify any other transaction (other than a deposit transaction) with any Affiliate other than pursuant to existing policies; (xviii) enter into any futures contract, option, interest rate caps, interest rate floors, interest rate exchange agreement or other agreement, or take any other action for purposes of hedging the exposure of its interest-earning assets and interest-bearing liabilities to changes in market rates of interest; (xix) except for the execution of this Agreement, and actions taken or that will be taken in accordance with this Agreement and performance thereunder, take any action that would give rise to a right of payment to any individual under any employment agreement (other than salary earned for prior service); (xx) make any change in policies in existence on the date of this Agreement with regard to: the extension of credit, or the establishment of reserves with respect to the possible loss thereon or the charge off of losses incurred thereon; investments; asset/liability management; or other material banking policies in any material respect except as may be required by changes in applicable law or regulations or by a Regulatory Authority or changes in GAAP, as advised by the Company’s independent public accountants; (xxi) except for the execution of this Agreement, and the transactions contemplated therein, take any action that would give rise to an acceleration of the right to payment to any individual under any Employee Plan of the Company or any Company Subsidiaries; (xxii) enter into any new line of business, make any loan or capital contribution to any Person (other than business-related advances to its employees in the Ordinary Course of Business) purchase or otherwise acquire acquire, or agree to acquire any securities or assets of a Third Party that are material, individually or in the aggregate, to the Company; (j) terminate, cancel, amend, waive, modify or fail to maintain, use commercially reasonable efforts to renew or comply with any material Permit; (k) sell, assign sell or otherwise dispose of, lease any assets or exclusively license incur any liabilities other than in the ordinary course of business consistent with past practices and policies or otherwise permitted under this Agreement; (xxiii) foreclose upon or take a deed or title to any commercial real estate without first conducting a Phase I environmental assessment of the property or if such assessment indicates the presence of Hazardous Material or an underground storage tank; (xxiv) make any written communications to the directors, officers or employees of the Company or any Company Subsidiary pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement without first providing Parent with a copy or description of the intended communication, which Parent shall promptly review and comment on, and Parent and the Company shall cooperate in providing any such mutually agreeable communication; (xxv) issue any broadly distributed communication of a general nature to customers without the prior approval of Parent (which shall not be unreasonably withheld), except as required by law or for communications in the ordinary course of business consistent with past practice that do not relate to the Merger or other transactions contemplated hereby; (xxvi) materially reduce the amount of insurance coverage or fail to renew any material existing insurance policy, in each case, with respect to the key employees, properties or assets of the Company which are material to the Companyor any Company Subsidiary; (lxxvii) purchase any bank owned life insurance; (ixxviii) sell, assign, transfer, license, abandon use any credits under or otherwise dispose of any Company Owned Intellectual Property, or (ii) acquire, in-license or otherwise obtain any right, title or interest in or to any pending or issued Patents, inventions, patent disclosures or other material Intellectual Property from any other Person (other than, with respect to each of clauses (i) and (ii), non-exclusive licenses or other non-exclusive grants of rights entered into in the Ordinary Course of Business, and, as applicable, on terms materially consistent connection with the Company’s applicable form agreement(s), provided that any Intellectual Property arising from any such form agreement, for such agreements entered into in the Pre-Closing Period, will be solely owned by the Company to the extent permitted under applicable Law)current core platform data processing contract; (mxxix) enter into reduce any Material Contractof the Company’s loan loss or other reserves, amend or modify in any material respect any Material Contract or terminate any Material Contractexcept as may be required under GAAP; (nxxx) make, revokemerge or consolidate itself or any of its Subsidiaries with any other Person, or change any material election in respect of Taxesrestructure, change an annual Tax accounting period, adopt reorganize or change any accounting method in respect of Taxes, file any amended Tax Return, enter into any Tax allocation, sharing completely or indemnity agreement partially liquidate or dissolve itself or any agreement with respect to Taxes, settle any claim or assessment in respect of Taxes, surrender or abandon any right to claim a material refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxesits Subsidiaries; (oxxxi) (i) adopt, establish, enter into, amend or terminate any Company Equity Plan, Company Plan or Company Service Provider Agreement or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan or Company Service Provider Agreement if it were in existence as of the date of this Agreement (except for amendments to be required to comply with applicable Law or to comply with the terms and provisions of this Agreement), (ii) increase the compensation or benefits (including severance, termination, retention and change of control compensation or benefits) of, or grant any bonus or other incentive compensation to, any Company Service Provider (including in respect of stock options, restricted stock units, restricted stock or other stock-based or stock-related awards or the removal or modification of any restrictions in any Company Equity Plan or awards made thereunder but excluding the payment of bonuses to current employees of the Company with respect to 2023 as set forth on Schedule 4.2(o)), (iii) grant any severance or termination pay to any Company Service Provider, (iv) terminate the employment or engagement of any Company Service Provider other than for cause and after advance notification to Parent, (v) hire or engage any new Company Service Provider, or (vi) take any action to accelerate the vesting, funding or payment of defer any compensation or benefit make any payments to officers or directors under any the Company Equity Bank’s Nonqualified Deferred Compensation Plan or Directors’ Fee Deferral and Death Benefit Plan; or (except as provided in Section 5.9 (Company Options)xxxii) or other Company Plan (except as provided in Section 5.11 (Employee Benefits)) or other Contract.; (p) terminate or allow agree to lapse do any of the Insurance Policies; (q) waive or release in writing, assign, commence, settle or agree to settle any Legal Proceeding, other than any settlement of a proceeding described in Part 2.19 of the Company Disclosure Schedule on the terms described therein and other than waivers, releases, compromises or settlements (i) in the Ordinary Course of Business (ii) that involve only the payment of monetary damages not in excess of $50,000 in the aggregate and (iii) that do not include the imposition of equitable relief on, or the admission of wrongdoing by, the Company; or (r) agree or commit to take any of the actions described in clauses (a) through (q) of this Section 4.2 (Conduct of the Business of the Company). Notwithstanding the foregoing, Parent and Merger Subs acknowledge and agree that nothing contained in this Agreement shall give Parent or its Affiliates, directly or indirectly, the right to control or direct the operations of the Company prior to the Closing.

Conduct of the Business of the Company. During the Pre-Closing Period, except (w) as set forth in Part 4.2 of the Company Disclosure ScheduleSchedule 4.2, (x) to the extent necessary to comply with the Company’s obligations under this AgreementAgreement or the Ancillary Agreements, (y) as necessary to ensure that the Company complies and its Subsidiaries comply with applicable Laws and obligations under any Company Material Contract, or (z) with Parent’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed): (i) the Company and its Subsidiaries shall operate in the Ordinary Course of Business in all material respects and in material compliance with applicable Law; (ii) use commercially reasonable efforts to (A) preserve substantially intact its present business organization, (B) preserve its material relationships with suppliers, distributors, licensors, licensees licensors and others to whom the Company has or its Subsidiaries have material contractual obligations, (C) prosecute and maintain the material Patents owned by included in the Exclusively Licensed Company Intellectual Property and other material Company Registered Intellectual Property, and (D) file all Tax Returns and pay all Taxes when due (except for Taxes being unless contested in good faith in appropriate proceedings for which adequate reserves have been have been established in accordance with GAAP, with respect to which provided and Parent has been notified in advance in writing); and (iiiii) except as set forth in Schedule 4.2, neither the Company shall notnor its Subsidiaries shall: (a) change or amend any of the Company’s Articles of Incorporation Company Charter, the other Company Organizational Documents or the Company’s bylaws Organizational Documents of its Subsidiaries, or authorize or propose the same; (b) split, sub-divide, consolidate, combine or reclassify any of its capital stock Company Shares or other equity interests; (except with respect to the exercise of any Company Warrants c) establish a record date for or Company Options); issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; declare, set aside, or pay any dividend or make any distribution (whether in cash or in kind) with respect to any of its share capital stock or other equity interests (as applicable) or redeem, purchase, or otherwise acquire, directly or indirectly, any of its share capital stock or other equity interests (as applicable); (cd) issue, deliver, transfer or sell, or authorize to issue, deliver, transfer or sell, any shares of Company Capital Stock Shares 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 Company may issue shares of Company Common Stock Shares in connection with the proper exercise of Company Options or and Company Warrants or settlement of Company RSUs, in each case, outstanding as of the date of this Agreement. (e) adopt or implement any shareholder rights plan or similar arrangement; (df) 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 similar Laws now or hereafter in effect; (eg) incur any Debt for borrowed money, or guarantee any such Debt, or issue or sell any debt securities or guarantee any debt securities of others; (fh) make any capital expenditures, capital additions or capital improvements, in excess of $50,00050,000 per fiscal quarter in the Pre-Closing Period; (gi) affirmatively waive any material right of the Company under any Company Material Contract; (hj) acquire or agree to acquire by merging with, or by purchasing a portion of the stock or assets of, or by any other manner, any business or any Entity; (ik) initiate any new line of business, (A) make any loan or capital contribution to any Person (other than business-related advances to its employees in the Ordinary Course of Business) or (B) otherwise acquire or agree to acquire any securities or assets of a Third Party that are material, individually or in the aggregate, to the CompanyCompany and its Subsidiaries taken as a whole; (jl) terminate, cancel, amend, waive, modify or fail to maintain, use commercially reasonable efforts to renew or comply with any material Company Permit; (km) sell, assign or otherwise dispose of, lease or exclusively license any properties or tangible assets of the Company which are material to the CompanyCompany and its Subsidiaries taken as a whole; (l) (in) sell, assign, transfer, license, abandon abandon, or otherwise dispose of of, fail to prosecute, maintain, or defend any material Company Owned Intellectual Property, or (ii) acquire, in-license or otherwise obtain any right, title or interest in or to any pending or issued Patents, inventions, patent disclosures or other material Intellectual Property from any other Person (other than, with respect to each of clauses (i) and (ii), than non-exclusive licenses or other non-exclusive grants of rights entered into in the Ordinary Course of Business, and, as applicable, on terms materially consistent with the Company’s applicable form agreement(s), provided that any Intellectual Property Rights arising from any such form agreement, for such agreements entered into in the Pre-Closing Period, agreement will be solely owned by the Company to the extent permitted under applicable Lawor its Subsidiaries); (mo) enter into any Company Material Contract, amend or modify in any material respect any Material Contract or terminate any Company Material Contract; (n) make, revokewaive any rights under any Company Material Contract, or change any material election in respect of Taxes, change an annual Tax accounting period, adopt or change any accounting method in respect of Taxes, file any amended Tax Return, enter into any Tax allocation, sharing or indemnity agreement or any agreement with respect to Taxes, settle any claim or assessment in respect of Taxes, surrender or abandon any right to claim a material refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxes; (o) (i) adopt, establish, enter into, amend or terminate any Company Equity Plan, Material Contract; (p) (A) terminate any material clinical trials in respect of any Company Plan Product or Company Service Provider Agreement or any plan, agreement, program, policy, trust, fund or other arrangement product candidate that would be a Company Plan or Company Service Provider Agreement if it were in existence are ongoing as of the date of this Agreement or (except for amendments to be required to comply B) commence, alone or with applicable Law or to comply with the terms and provisions of this Agreement), (ii) increase the compensation or benefits (including severance, termination, retention and change of control compensation or benefits) of, or grant any bonus or other incentive compensation toThird Party, any clinical trial for any material Company Service Provider (including in respect of stock options, restricted stock units, restricted stock Product or other stock-based or stock-related awards or the removal or modification of any restrictions in any Company Equity Plan or awards made thereunder but excluding the payment of bonuses to current employees of the Company with respect to 2023 as set forth on Schedule 4.2(o)), (iii) grant any severance or termination pay to any Company Service Provider, (iv) terminate the employment or engagement of any Company Service Provider other than for cause and after advance notification to Parent, (v) hire or engage any new Company Service Provider, or (vi) take any action to accelerate the vesting, funding or payment of any compensation or benefit under any Company Equity Plan (except as provided in Section 5.9 (Company Options)) or other Company Plan (except as provided in Section 5.11 (Employee Benefits)) or other Contract.product candidate; (p) terminate or allow to lapse any of the Insurance Policies; (q) waive or release in writing, assign, commence, settle or agree to settle any Legal Proceeding, other than any settlement of a proceeding described in Part 2.19 of the Company Disclosure Schedule on the terms described therein and other than waivers, releases, compromises or settlements (i) in the Ordinary Course of Business (ii) that involve only the payment of monetary damages not in excess of $50,000 in the aggregate and (iii) that do not include the imposition of equitable relief on, or the admission of wrongdoing by, the Company; or (r) agree or commit to take any of the actions described in clauses (a) through (q) of this Section 4.2 (Conduct of the Business of the Company). Notwithstanding the foregoing, Parent and Merger Subs acknowledge and agree that nothing contained in this Agreement shall give Parent or its Affiliates, directly or indirectly, the right to control or direct the operations of the Company prior to the Closing.

Conduct of the Business of the Company. During the Pre-Closing Period, except (w) as set forth in Part 4.2 of the Company Disclosure Schedulespecifically listed on Schedule 4.2, (x) to the extent necessary to comply with the Company’s obligations under this Agreement, (y) as to the extent necessary to ensure that the Company complies with applicable Laws and obligations under any Material ContractLaws, or (z) with Parent’s prior written consent (which shall will not be unreasonably withheld, conditioned or delayed): (i) the Company and each Subsidiary of the Company shall operate in the Ordinary Course of Business in all material respects and in material compliance with applicable Law; (ii) use commercially reasonable efforts to (A) preserve substantially intact carry on the Group Company’s business in the ordinary course and in accordance with all applicable Laws (provided, however, in the case of this clause (A), the Company 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 safety of the Company’s employees and other individuals having business dealings with the Company or any of its present business organizationSubsidiaries, subject to prior consultation with Parent (or if prior consultation is not reasonably practicable, so long as the Company promptly notifies Parent of such actions and considers the reasonable requests of Parent with respect to such acts)), (B) preserve its substantially intact the Group Company’s present business organization, and (C) preserve the Group Company’s material relationships with its employees, suppliers, distributors, licensors, licensees and others to whom the Company has contractual obligations, (C) prosecute and maintain the Patents owned by the Company and other material Company Registered Intellectual Property, and (D) file all Tax Returns and pay all Taxes when due (except for Taxes being contested in good faith in appropriate proceedings for which adequate reserves have been have been established in accordance with GAAP, with respect to which Parent has been notified in advance in writing); and (iiiii) except as set forth in Schedule 4.2, neither the Company shall notnor any Subsidiary of the Company shall, directly or indirectly: (a) change or amend the Company’s Articles of Incorporation or Company Charter, the Company’s bylaws bylaws, the Company Investor Agreements or authorize or propose the same; (b) split, combine or reclassify any of its capital stock (except in connection with respect the conversion of Company Preferred Stock to the exercise of any Company Warrants or Company OptionsCommon Stock); , issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; , or declare, set aside, or pay any dividend or make any distribution (whether in cash cash, in kind or in kindotherwise) with respect to any of its capital stock stock, membership interest or other equity interests (as applicable) or redeem, purchase, or otherwise acquire, directly or indirectly, any of its capital stock stock, membership interests or other equity interests (as applicable); provided, however, that the Company may issue shares of Company Capital Stock in connection with the Mandatory Conversion; (c) issue, deliver, transfer or sell, or authorize to issue, deliver, transfer or sell, any shares of Company 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 structurestructure (in each case, except for the issuance of Company Common Stock upon exercise of Company Stock Options in accordance with the Contracts evidencing Company Stock Options as of the date of this Agreement); provided, however, that the Company may issue shares of Company Common Capital Stock in connection with the exercise conversion of Company Options or Company Warrants Preferred Stock outstanding as of the date of this Agreement; (d) 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 similar Laws now or hereafter in 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 for borrowed money, or guarantee any such Debt, or issue or sell any debt securities or guarantee any debt securities of others; (f) make any capital expenditures, capital additions or capital improvements, in excess of $50,000; (g) knowingly waive any material right of the Company under any Material Contract; (h) establish or acquire any Subsidiary; (i) acquire or agree to acquire by merging with, or by purchasing a portion of the stock or assets of, or by any other manner, any business or any Entityentity; (ij) (A) initiate any new line of business, (B) make any loan or capital contribution to any Person (other than business-related immaterial advances to its employees and consultants in the Ordinary Course ordinary course of Businessbusiness consistent with past practices) or (C) otherwise acquire or agree to acquire any securities or assets of a Third Party that are material, individually or in the aggregate, to the Company; (j) terminate, cancel, amend, waive, modify or fail to maintain, use commercially reasonable efforts to renew or comply with any material Permit; (k) sell, assign or otherwise dispose of, lease or exclusively license any properties or assets of the Company which are material to the Company; (l) (i) sell, assign, transfer, license, abandon or otherwise dispose of any Company Owned Intellectual Property, or (ii) acquire, in-license or otherwise obtain any right, title or interest in or to any pending or issued Patents, inventions, patent disclosures or other material Intellectual Property from any other Person (other than, with respect to each of clauses (i) and (ii), immaterial non-exclusive licenses licenses, material transfer agreements, or other non-exclusive grants of rights clinical trial agreements, in each case, entered into in the Ordinary Course ordinary course of Businessbusiness, and, as applicable, on terms materially consistent with the Company’s applicable form agreement(s), provided that any Intellectual Property arising from any such form agreement, for such agreements entered into in the Pre-Closing Period, agreement will be solely owned by the Company Company), or (iii) acquire, in-license, file any patent application for, or otherwise obtain any right, title or interest in or to the extent permitted under applicable Law)any Patent; (ml) enter into any Material Contract, amend or modify in any material respect any Material Contract or terminate any Material ContractContract (other than amendments, extensions, waivers, or modifications in the ordinary course of business consistent with past practice); (m) 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; (n) make, revoke, or change any material election in respect of Taxes, change an annual Tax accounting period, adopt or change any accounting method in respect of Taxes, file any amended 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 allocation, sharing or indemnity agreement similar agreement, assume any Liability for the Taxes of any other Person (whether by Contract or any agreement with respect otherwise, other than agreements entered into in the ordinary course of business the primary purpose of which is unrelated to TaxesTax), settle or compromise any claim or assessment in respect of Taxes, surrender or abandon any right to claim a material refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxes; (o) make, or amend, any filings with the FDA or any other Regulatory Authority performing functions similar to those performed by the FDA; (p) (i) adopt, establish, enter into, amend or terminate any Company Equity Plan, Company Plan or Company Service Provider Agreement or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan or Company Service Provider Agreement 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 or to comply with the terms and provisions of this AgreementLaw), (ii) increase the compensation or fringe benefits (including incentive compensation, severance, termination, retention and change of control compensation or benefits) of, or grant any bonus or other incentive compensation to, any Company Service Provider (including in respect of stock options, restricted stock units, restricted stock except as required by contract or other stock-based or stock-related awards or the removal or modification of any restrictions in any Company Equity Plan or awards made thereunder but excluding the payment of bonuses to current employees of the Company comply with respect to 2023 as set forth on Schedule 4.2(o)applicable Law), (iii) grant any severance severance, termination pay, retention pay, or termination pay change of control compensation or benefits to any Company Service Provider, (iv) terminate the employment or engagement of any Company Service Provider other than for cause and after advance notification to Parent, or substantial underperformance consistent with past practice or (v) hire or engage any new Company Service Provider, or (vi) take any action to accelerate the vesting, funding or payment of any compensation or benefit under any Company Equity Plan (except as provided in Section 5.9 (Company Options)) or other Company Plan (except as provided in Section 5.11 (Employee Benefits)) or other Contract.; (p) terminate or allow to lapse any of the Insurance Policies; (q) waive make any payment of consulting fees, advisory fees or release other analogous payments made to any Person who holds any interest in writing, assign, commence, settle or agree the Company (excluding payments made in the ordinary course of business to settle any Legal Proceeding, other than any settlement of a proceeding described in Part 2.19 (i) directors of the Company Disclosure Schedule on the terms described therein and other than waivers(in their capacity as such), releases, compromises or settlements (i) in the Ordinary Course of Business (ii) that involve only officers or other employees of the payment of monetary damages not in excess of $50,000 in the aggregate Company whose primary occupation is being such an officer or employee and (iii) that do not include the imposition of equitable relief on, or the admission of wrongdoing by, the Company; or (r) agree or commit to take any of the actions described in clauses (a) through (q) of this Section 4.2 (Conduct of the Business of the Company). Notwithstanding the foregoing, Parent advisors and Merger Subs acknowledge and agree that nothing contained in this Agreement shall give Parent or its Affiliates, directly or indirectly, the right to control or direct the operations consultants of the Company prior pursuant to arrangements in effect as of the Closing.date hereof);

Conduct of the Business of the Company. During the Pre-Closing Periodperiod from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Closing, except (w) as set forth in Part 4.2 of the Company Disclosure Schedule, (x) to the extent necessary to comply with the Company’s obligations under this Agreement, prior written consent of Acquirer: (y) as necessary to ensure that the Company complies with applicable Laws and obligations under any Material Contract, or (z) with Parent’s consent (which shall not be unreasonably withheld, conditioned or delayed): (ia) the Company shall, and shall operate cause each Subsidiary to, conduct its business in the Ordinary Course of Business usual, regular and ordinary course in all material respects substantially the same manner as heretofore conducted and in material compliance with applicable Law; Applicable Law (except to the extent expressly provided otherwise in this Agreement); (b) the Company shall, and shall cause each Subsidiary to, (i) pay all of its debts and Taxes when due, subject to good faith disputes over such debts or Taxes, (ii) pay or perform its obligations when due, (iii) use its commercially reasonable efforts consistent with past practice and policies to collect accounts receivable when due and not extend credit outside of the ordinary course of business consistent with past practice, (Aiv) use its commercially reasonable efforts consistent with past practice and policies to preserve substantially intact its present business organizationorganizations, (B) keep available the services of its present officers and key employees and preserve its material relationships with customers, suppliers, distributors, licensors, licensees licensees, and others having business dealings with it, and (v) not take any action that would render, or that would reasonably be expected to whom the Company has contractual obligationsrender, (C) prosecute and maintain the Patents owned any representation or warranty made by the Company and other material Company Registered Intellectual Property, and (D) file all Tax Returns and pay all Taxes when due (except for Taxes being contested in good faith in appropriate proceedings for which adequate reserves have been have been established in accordance with GAAP, with respect to which Parent has been notified in advance in writing); and (iii) except as set forth in Schedule 4.2, this Agreement inaccurate at the Company shall not: (a) change or amend the Company’s Articles of Incorporation or the Company’s bylaws or authorize or propose the same; (b) split, combine or reclassify any of its capital stock (except with respect to the exercise of any Company Warrants or Company Options); issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; declare, set aside, or pay any dividend or make any distribution (whether in cash or in kind) with respect to any of its capital stock or other equity interests (as applicable) or redeem, purchase, or otherwise acquire, directly or indirectly, any of its capital stock or other equity interests (as applicable)Closing; (c) issue, deliver, transfer or sell, or authorize to issue, deliver, transfer or sell, any shares of the Company Capital Stock or securities convertible into, or subscriptions, rights, calls, conversion rights, warrants or options to acquire, or other agreements or commitments shall promptly notify Acquirer of any character obligating it change, occurrence or event that, individually or in the aggregate with any other changes, occurrences and events, would reasonably be expected to issue cause any such shares or other convertible securities, or authorize or propose any change in its equity capitalization or capital structure; provided, however, that the Company may issue shares of Company Common Stock in connection with the exercise of Company Options or Company Warrants outstanding as of the date of this Agreementconditions to the Closing set forth in Sections 7.1 and 7.3 to not be satisfied; (d) enter the Company shall, and shall cause each Subsidiary to, assure that each new Contract it enters into after the Agreement Date will not require the procurement of any consent, waiver or adopt novation or provide for any plan or agreement change in the obligations of complete or partial liquidation, restructuring, recapitalization or dissolutionany party thereto in connection with, or file terminate as a voluntary petition in bankruptcy or commence a voluntary legal procedure for reorganizationresult of the consummation of, arrangement, adjustment, release or composition of Debt in bankruptcy or other similar Laws now or hereafter in effectthe Share Purchase; (e) incur any Debt for borrowed moneythe Company shall, or guarantee any such Debtand shall cause each Subsidiary to, or issue or sell any debt securities or guarantee any debt securities maintain each of others;its leased premises in accordance with the terms of the applicable lease; and (f) make any capital expenditures, capital additions or capital improvements, in excess of $50,000; (g) waive any material right of the Company under any Material Contract; (h) acquire or agree to acquire by merging with, or by purchasing a portion of the stock or assets of, or by any other manner, any business or any Entity; (i) initiate any new line of business, make any loan or capital contribution to any Person (other than business-related advances to its employees in the Ordinary Course of Business) or otherwise acquire or agree to acquire any securities or assets of a Third Party that are material, individually or in the aggregate, to the Company; (j) terminate, cancel, amend, waive, modify or fail to maintain, shall use commercially reasonable efforts to renew or comply with any material Permit; (k) sell, assign or otherwise dispose of, lease or exclusively license any properties or assets obtain duly executed Converting Instruments from all Company Shareholders pursuant to a proxy surrendering all of the Company which are material to the Company; (l) (i) sell, assign, transfer, license, abandon or otherwise dispose of any Company Owned Intellectual Property, or (ii) acquire, in-license or otherwise obtain any right, title or interest in or to any pending or issued Patents, inventions, patent disclosures or other material Intellectual Property from any other Person (other than, with respect to each of clauses (i) and (ii), non-exclusive licenses or other non-exclusive grants of rights entered into in the Ordinary Course of Business, and, as applicable, on terms materially consistent with the Company’s applicable form agreement(s), provided that any Intellectual Property arising from any such form agreement, for such agreements entered into in the Pre-Closing Period, will be solely owned by the Company to the extent permitted under applicable Law); (m) enter into any Material Contract, amend or modify in any material respect any Material Contract or terminate any Material Contract; (n) make, revoke, or change any material election in respect of Taxes, change an annual Tax accounting period, adopt or change any accounting method in respect of Taxes, file any amended Tax Return, enter into any Tax allocation, sharing or indemnity agreement or any agreement with respect to Taxes, settle any claim or assessment in respect of Taxes, surrender or abandon any right to claim a material refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxes; (o) (i) adopt, establish, enter into, amend or terminate any Company Equity Plan, Company Plan or Company Service Provider Agreement or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan or Company Service Provider Agreement if it were in existence as of the date of this Agreement (except for amendments to be required to comply with applicable Law or to comply with the terms and provisions of this Agreement), (ii) increase the compensation or benefits (including severance, termination, retention and change of control compensation or benefits) of, or grant any bonus or other incentive compensation to, any Company Service Provider (including in respect of stock options, restricted stock units, restricted stock or other stock-based or stock-related awards or the removal or modification of any restrictions in any Company Equity Plan or awards made thereunder but excluding the payment of bonuses to current employees of the Company with respect to 2023 as set forth on Schedule 4.2(o)), (iii) grant any severance or termination pay to any Company Service Provider, (iv) terminate the employment or engagement of any Company Service Provider other than for cause and after advance notification to Parent, (v) hire or engage any new Company Service Provider, or (vi) take any action to accelerate the vesting, funding or payment of any compensation or benefit under any Company Equity Plan (except as provided in Section 5.9 (Company Options)) or other Company Plan (except as provided in Section 5.11 (Employee Benefits)) or other ContractConverting Instruments.; (p) terminate or allow to lapse any of the Insurance Policies; (q) waive or release in writing, assign, commence, settle or agree to settle any Legal Proceeding, other than any settlement of a proceeding described in Part 2.19 of the Company Disclosure Schedule on the terms described therein and other than waivers, releases, compromises or settlements (i) in the Ordinary Course of Business (ii) that involve only the payment of monetary damages not in excess of $50,000 in the aggregate and (iii) that do not include the imposition of equitable relief on, or the admission of wrongdoing by, the Company; or (r) agree or commit to take any of the actions described in clauses (a) through (q) of this Section 4.2 (Conduct of the Business of the Company). Notwithstanding the foregoing, Parent and Merger Subs acknowledge and agree that nothing contained in this Agreement shall give Parent or its Affiliates, directly or indirectly, the right to control or direct the operations of the Company prior to the Closing.

Conduct of the Business of the Company. During the Pre-Closing Period, except (wx) as set forth in Part 4.2 of the Company Disclosure Schedule, (x) to the extent necessary to comply with the Company’s obligations under this Agreement, (y) as necessary to ensure that the Company complies with applicable Laws and obligations under any Material ContractLaws, or (z) with Parent’s consent (which shall not be unreasonably withheld, conditioned or delayed): prior written consent: (i) the Company shall operate (A) carry on its business in the Ordinary Course of Business in all material respects ordinary course and in material compliance consistent with applicable Law; past practice, (iiB) use commercially reasonable efforts to (A) preserve substantially intact its present business organization, and (BC) use commercially reasonable efforts to preserve its material relationships with suppliers, distributors, licensors, licensees and others those parties to whom the Company has contractual obligations, (C) prosecute and maintain the Patents owned by the Company and other material Company Registered Intellectual Property, and (D) file all Tax Returns and pay all Taxes when due (except for Taxes being contested in good faith in appropriate proceedings for which adequate reserves have been have been established in accordance with GAAP, with respect to which Parent has been notified in advance in writing); and (iiiii) except as set forth in Schedule 4.2Part 4.2 of the Disclosure Schedule, the Company shall not: (a) change amend its certificate of incorporation or amend the Company’s Articles of Incorporation or the Company’s bylaws or authorize or propose the samebylaws; (b) split, combine or reclassify any of its capital stock or (except in connection with respect the conversion of Company Preferred Stock to Company Common Stock, the exercise of any Company Warrants or outstanding Company Options); ) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; declare, set aside, or pay any dividend or make any distribution (whether in cash or in kind) with respect to any of its capital stock or other equity interests (as applicable) or redeem, purchase, or otherwise acquire, directly or indirectly, any of its capital stock or other equity interests (as applicable); (c) issue, deliver, transfer or sell, or authorize to issue, deliver, transfer or sell, issue any shares of Company 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 (i) the Company may issue shares of Company Common Stock in connection with the exercise of outstanding Company Options or other rights for Company Warrants outstanding as Common Stock, and (ii) the Company may issue shares of Company Common Stock in connection with the date conversion of this AgreementCompany Preferred Stock; (d) enter into declare, set aside or adopt distribute 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 dividend or other similar Laws now distribution (whether payable in cash, stock, property or hereafter in effecta combination thereof) with respect to any of its capital stock; (e) incur any Debt indebtedness for borrowed money, money or guarantee any such Debtindebtedness, or issue or sell any debt securities or guarantee any debt securities of others; (f) make any capital expenditures, capital additions or capital improvements, in excess of $50,00010,000 in the aggregate for each full or partial calendar month in the Pre-Closing Period; (g) reduce the amount of any material insurance coverage provided by existing insurance policies or fail to renew such policy following its expiration; (h) knowingly waive any material right of the Company under any Material Contract; (hi) except as required under applicable Law or under the terms of any Company Plan set forth in Part 2.15 of the Disclosure Schedule in existence as of the date of this Agreement, (A) grant or increase any severance, termination pay, or retention payments or benefits, or enter into or amend any existing arrangement with any Company Employee, (B) increase benefits payable under any severance or termination pay policies or employment agreements existing as of the date of this Agreement, (C) establish, adopt, enter into, amend or terminate any Company Plan or any plan, agreement, program, policy, or other arrangement that would be a Company Plan if it were in effect as of the date of this Agreement, (D) increase the compensation, bonus or other benefits payable to any directors, officers, employees or individual independent contractors, (E) accelerate the payment or vesting of any compensation or benefits, other than as expressly contemplated by this Agreement, (F) grant any equity or equity-based awards, (G) loan or advance any money or property to any Company Employee; or (H) terminate the employment of any Key Employee or any other officer of the Company, except for cause; (j) announce, implement or effect any reduction in labor force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of employees of the Company; (k) acquire or agree to acquire by merging with, or by purchasing a portion of the stock or assets of, or by any other manner, any business or any Entityentity; (il) initiate any new line of business, make any loan or capital contribution to any Person (other than business-related advances to its employees in the Ordinary Course of Business) or otherwise acquire or agree to acquire any securities or assets of a Third Party that are material, individually or in the aggregate, to the Company; (j) terminate, cancel, amend, waive, modify or fail to maintain, use commercially reasonable efforts to renew or comply with any material Permit; (k) sell, assign sell or otherwise dispose of, lease or exclusively license any properties or assets of the Company which are material to the Company; (l) (i) sell, assign, transfer, license, abandon or otherwise dispose of any Company Owned Intellectual Property, or (ii) acquire, in-license or otherwise obtain any right, title or interest in or to any pending or issued Patents, inventions, patent disclosures or other material Intellectual Property from any other Person (other than, with respect to each of clauses (i) and (ii), non-exclusive licenses or other non-exclusive grants of rights entered into in the Ordinary Course of Business, and, as applicable, on terms materially consistent with the Company’s applicable form agreement(s), provided that any Intellectual Property arising from any such form agreement, for such agreements entered into in the Pre-Closing Period, will be solely owned by the Company to the extent permitted under applicable Law); (m) enter into any Material Contract, amend or modify in any material respect any Material Contract or terminate any Material Contract, other than, in each case, in the ordinary course of business; (n) makefile or amend any material Company Return, revoke, make or change any material election in respect of Taxes, change an annual Tax accounting period, adopt or change any accounting method in respect of Taxes, file any amended Tax Return, enter into any Tax allocation, sharing or indemnity agreement or any agreement with respect to TaxesTaxes (except as required by applicable Law), settle any material claim or assessment in respect of Taxes, surrender or abandon any right to claim a material refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxes; (o) (i) adopt, establish, enter into, amend change any of its methods of accounting or terminate any Company Equity Plan, Company Plan or Company Service Provider Agreement or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan or Company Service Provider Agreement if it were in existence as of the date of this Agreement (except for amendments to be required to comply with applicable Law or to comply with the terms and provisions of this Agreement), (ii) increase the compensation or benefits (including severance, termination, retention and change of control compensation or benefits) of, or grant any bonus or other incentive compensation to, any Company Service Provider (including in respect of stock options, restricted stock units, restricted stock or other stock-based or stock-related awards or the removal or modification of any restrictions accounting practices in any Company Equity Plan or awards made thereunder but excluding the payment of bonuses to current employees of the Company with material respect to 2023 as set forth on Schedule 4.2(o)), (iii) grant any severance or termination pay to any Company Service Provider, (iv) terminate the employment or engagement of any Company Service Provider other than for cause and after advance notification to Parent, (v) hire or engage any new Company Service Provider, or (vi) take any action to accelerate the vesting, funding or payment of any compensation or benefit under any Company Equity Plan (except as provided in Section 5.9 (Company Options)) or other Company Plan (except as provided in Section 5.11 (Employee Benefits)) or other Contract.required by GAAP; (p) terminate commence or allow to lapse any of the Insurance Policies; (q) waive or release in writing, assign, commence, settle or agree to settle any Legal Proceeding, other than any settlement of a proceeding described in Part 2.19 of the Company Disclosure Schedule on the terms described therein and other than waivers, releases, compromises or settlements (i) in the Ordinary Course of Business (ii) that involve only the payment of monetary damages not in excess of $50,000 in the aggregate and (iii) that do not include the imposition of equitable relief on, or the admission of wrongdoing by, the Company; or (rq) agree or commit to take any of the actions described in clauses “(a) )” through “(q) p)” of this Section 4.2 (Conduct of the Business of the Company)4.2. Notwithstanding the foregoing, Parent and Merger Subs acknowledge and agree that nothing contained in this Agreement Nothing herein shall give Parent or its Affiliates, directly or indirectly, the right to control or direct the operations of require the Company prior to obtain consent from Parent to do the Closingforegoing if obtaining such consent would cause the Company to violate applicable Law.

Conduct of the Business of the Company. During the Pre-Closing Period, except (w) as set forth in Part 4.2 of the Company Disclosure Schedule, (x) to the extent necessary to comply with the Company’s obligations under this AgreementAgreement or in connection with a COVID-19 Response, (y) as necessary to ensure that the Company complies with applicable Laws and obligations under any Material Contractcontractual obligations, or (z) with Parent’s consent (which shall not be unreasonably withheld, conditioned or delayed): (i) the Company shall operate in the Ordinary Course of Business in all material respects and in material compliance with applicable Law; (ii) use commercially reasonable efforts to (A) preserve substantially intact carry on its present business organizationordinary course of business, (B) preserve its substantially intact their present business organization, and (C) preserve their material relationships with suppliers, distributors, licensors, licensees and others to whom the Company has contractual obligations, (C) prosecute and maintain the Patents owned by the Company and other material Company Registered Intellectual Property, and (D) file all Tax Returns and pay all Taxes when due (except for Taxes being contested in good faith in appropriate proceedings for which adequate reserves have been have been established in accordance with GAAP, with respect to which Parent has been notified in advance in writing); and (iiiii) except as set forth in Schedule 4.2Part 4.2 of the Disclosure Schedule, the Company shall not: (a) change or amend the Company’s Articles Company Charter, Company bylaws and other charter and organizational documents of Incorporation or the Company’s bylaws or authorize or propose the same; (b) split, combine combine, subdivide or reclassify any of its capital stock (except with respect to the exercise of any Company Warrants or Company Options); issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; declare, set aside, or pay any dividend or make any distribution (whether in cash or in kind) with respect to any of its capital stock or other equity interests (as applicable) or redeem, purchase, or otherwise acquire, directly or indirectly, any of its capital stock or other equity interests (as applicable); (c) issue, deliversell, transfer or sellpledge, grant, create a Lien upon, or authorize to issuethe issuance, deliversale, transfer pledge, grant or sellcreation of a Lien upon, any shares of Company 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 securities (other than the Company may issue shares issuance of Company Common Stock in connection with respect of any conversion of Company Preferred Stock or the exercise of Company Options or Company Warrants outstanding as of on the date of this Agreement); (d) merge or consolidate with or into any other Person or enter into or adopt any plan or agreement of complete or partial liquidation, restructuring, recapitalization restructuring or dissolution, or file a voluntary petition in bankruptcy or commence a voluntary legal procedure for reorganization, restructuring, arrangement, adjustment, release or composition of Debt Indebtedness in bankruptcy or other similar Laws now or hereafter in effect; (e) make any loans, advances, guarantees or capital contributions to or in any Person (other than business-related advances to its employees in the ordinary course of business consistent with past practice) or incur any Debt indebtedness for borrowed moneymoney (other than borrowings under existing lines of credit, letters of credit or similar arrangements issued for the benefit of suppliers or manufacturers), or guarantee any such Debtindebtedness, or issue or sell any debt securities or guarantee any debt securities of others; (f) make any capital expenditures, capital additions or capital improvements, in excess of $50,00025,000 in the aggregate per month, for each full or partial calendar month in the Pre-Closing Period (other than in accordance with the budget for capital expenditures previously made available to Parent); (g) knowingly waive any material right of the Company under any Material Contract; (h) acquire or agree to acquire by merging or consolidating with, or by purchasing a portion of the stock or (other than in the ordinary course of business) assets of, or by any other manner, any business or any Entityentity; (i) initiate any new line of business, make any loan or capital contribution to any Person (other than business-related advances to its employees in the Ordinary Course of Business) or otherwise acquire or agree to acquire any securities or assets of a Third Party that are material, individually or in the aggregate, to the Company; (j) terminate, cancel, amend, waive, modify or fail to maintain, use commercially reasonable efforts to renew or comply with any material Permit; (k) sell, assign assign, transfer, xxxxx x Xxxx upon, pledge, encumber or otherwise dispose of, abandon, invalidate, dedicate to the public domain, lease or exclusively license or sublicense any Company Intellectual Property or other properties or assets of the Company which are material to the Company; (lj) (i) sellenter into any Contract that would constitute a Material Contract or lease, assignsublease, transferor other rental or occupancy agreement relating to the leasing, licenseuse, abandon or occupancy of any real property or otherwise dispose of granting a right in any Company Owned Intellectual Property, or real property; (ii) acquire, in-license or otherwise obtain any right, title or interest in or to any pending or issued Patents, inventions, patent disclosures or other material Intellectual Property from any other Person (other than, with respect to each of clauses (i) and (ii), non-exclusive licenses or other non-exclusive grants of rights entered into in the Ordinary Course of Business, and, as applicable, on terms materially consistent with the Company’s applicable form agreement(s), provided that any Intellectual Property arising from any such form agreement, for such agreements entered into in the Pre-Closing Period, will be solely owned by the Company to the extent permitted under applicable Law); (m) enter into any Material Contract, amend or modify in any material respect any Material Contract or accelerate, cancel or terminate any Material Contract, or (iii) request, decline, or grant any consent or waiver, in each case, in connection with any material provision of any Material Contract, in each case other than to extent such action is expressly set forth in Part 4.2(b) of the Disclosure Schedule or is in furtherance of an action that is expressly permitted by other subsections of this Section 4.2(a) (e.g. capital expenditures within the limit permitted under subclause (f) above) and does not result in any action that would not be permitted under other subsections of this Section 4.2(a); (nk) makemake any material change in any accounting method or practice of the Company, revoke, except as required by GAAP or as disclosed in the notes to the Company Financial Statements; (l) make or change any material election in respect of Taxes, change an annual Tax accounting period, adopt or change any accounting method in respect of Taxes, file any amended Tax Return, enter into any Tax allocation, sharing or indemnity agreement or any agreement with respect to Taxes, settle any claim or assessment in respect of Taxes, surrender or abandon any right to claim a material refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxes; Taxes (o) (i) adopt, establish, enter into, amend or terminate any Company Equity Plan, Company Plan or Company Service Provider Agreement or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan or Company Service Provider Agreement if it were in existence as than pursuant to customary extensions of the due date for filing Tax Returns obtained in the ordinary course of this Agreement (except for amendments to be required to comply with applicable Law or to comply business of no more than seven months), incur any Taxes outside of the ordinary course of business other than Transaction Payroll Taxes incurred in connection with the terms and provisions of this Agreement)Transactions, (ii) increase the compensation or benefits (including severance, termination, retention and change of control compensation or benefits) of, or grant any bonus or other incentive compensation to, any Company Service Provider (including in respect of stock options, restricted stock units, restricted stock or other stock-based or stock-related awards or the removal or modification of any restrictions in any Company Equity Plan or awards made thereunder but excluding the payment of bonuses to current employees of the Company with respect to 2023 as set forth on Schedule 4.2(o)), (iii) grant any severance or termination pay to any Company Service Provider, (iv) terminate the employment or engagement of any Company Service Provider other than for cause and after advance notification to Parent, (v) hire or engage any new Company Service Provider, or (vi) take any action to accelerate the vesting, funding or payment of any compensation or benefit under any Company Equity Plan (except as provided in Section 5.9 (Company Options)) or other Company Plan (except as provided in Section 5.11 (Employee Benefits)) or other Contract.; (p) terminate or allow to lapse any of the Insurance Policies; (q) waive or release in writing, assign, commence, settle or agree to settle any Legal Proceeding, other than any settlement of a proceeding described in Part 2.19 of the Company Disclosure Schedule on the terms described therein and other than waivers, releases, compromises or settlements (i) in the Ordinary Course of Business (ii) that involve only the payment of monetary damages not in excess of $50,000 in the aggregate and (iii) that do not include the imposition of equitable relief on, or the admission of wrongdoing by, the Company; or (r) agree or commit to take any of the actions described in clauses (a) through (q) of this Section 4.2 (Conduct of the Business of the Company). Notwithstanding the foregoing, Parent and Merger Subs acknowledge and agree that nothing contained in this Agreement shall give Parent or its Affiliates, directly or indirectly, surrender the right to control or direct the operations of the Company prior to the Closing.any Tax refund, enter into any agreement

Conduct of the Business of the Company. During the Pre-Closing Period, except (w1) as set forth in Part Section 4.2 of the Company Disclosure Schedule, (x2) with respect to subclause (i) of this Section 4.2 (Conduct of the Business of the Company), to the extent necessary to comply with the Company’s obligations under this AgreementAgreement or any agreement ancillary hereto or necessary to effectuate the transactions contemplated hereby and thereby, (y) as necessary to ensure that the Company complies with applicable Laws and obligations under any Material Contract, or (z3) with Parent’s consent (which shall not be unreasonably withheld, conditioned or delayed) or (4) to the extent to be reflected in the Closing Date Transaction Expenses (other than those arrangements that would be binding upon the Surviving Corporation after the Effective Time): (i) the Company shall operate in the Ordinary Course of Business in all material respects and in material compliance with applicable Law; (ii) use commercially reasonable efforts to (A) carry on its business in the ordinary course, (B) preserve substantially intact its present business organization, and (BC) preserve its material relationships with material suppliers, distributors, licensors, licensees and others to whom the Company has contractual obligations, (C) prosecute and maintain the Patents owned by the Company and other material Company Registered Intellectual Property, and (D) file all Tax Returns and pay all Taxes when due (except for Taxes being contested in good faith in appropriate proceedings for which adequate reserves have been have been established in accordance with GAAP, with respect to which Parent has been notified in advance in writing); and (iiiii) except as set forth in Schedule 4.2, the Company shall not: (a) change or amend the Company’s Articles of Incorporation Company Charter or the bylaws of the Company’s bylaws or authorize or propose the same; (b) split, combine or reclassify any of its capital stock or (except in connection with respect the conversion of Company Preferred Stock to Company Common Stock or the exercise of any Company Options, the Company Warrants or the vesting of Company Options); RSUs) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; declare, set aside, or pay any dividend or make any distribution (whether in cash or in kind) with respect to any of its capital stock or other equity interests (as applicable) or redeem, purchase, or otherwise acquire, directly or indirectly, any of its capital stock or other equity interests (as applicable); (c) issue, deliver, transfer or sell, or authorize to issue, deliver, transfer or sell, issue any shares of Company 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 (i) the Company may grant Company Options and Company RSUs under the Equity Incentive Plans, (ii) the Company may issue shares of Company Common Stock in connection with the exercise of Company Options or other rights for Company Warrants outstanding Common Stock, (iii) the Company may issue shares of Company Common Stock in connection with the conversion of Company Preferred Stock and (iv) the Company may issue shares of Company Preferred Stock in connection with the exercise of Company Warrants, in each case, in accordance with the respective terms of such securities as of in effect on the date of this Agreement; (d) enter into or adopt any plan or agreement of complete or partial liquidation, restructuring, recapitalization liquidation or dissolution, or file a voluntary petition in bankruptcy or commence a voluntary legal procedure for reorganization, arrangement, adjustment, release or composition of Debt indebtedness in bankruptcy or other similar Laws now or hereafter in effect; (e) incur any Debt for borrowed money, or guarantee any such Debt, or issue or sell any debt securities or guarantee any debt securities of others; (f) make any capital expenditures, capital additions or capital improvements, in excess of $50,000500,000 in the aggregate (other than in accordance with the budget for capital expenditures previously made available to Parent); (g) waive any material right of the Company under any Material Contract; (h) acquire or agree to acquire by merging with, or by purchasing a portion of the stock or assets of, or by any other manner, any business or any Entity; (i) initiate any new line of business, make any loan or capital contribution to any Person (other than business-related advances to its employees in the Ordinary Course of Business) or otherwise acquire or agree to acquire any securities or assets of a Third Party that are material, individually or in the aggregate, to the Company; (j) terminate, cancel, amend, waive, modify or fail to maintain, use commercially reasonable efforts to renew or comply with any material Permit; (k) sell, assign or otherwise dispose of, lease or exclusively license any properties or assets of the Company which are material to the Company; (lf) (i) sell, assign, transfer, license, abandon or otherwise dispose materially reduce the amount of any Company Owned Intellectual Property, insurance coverage provided by existing insurance policies other than upon the expiration of any such policy or (ii) acquire, in-license or otherwise obtain any right, title or interest fail to maintain in or to any pending or issued Patents, inventions, patent disclosures or other material Intellectual Property from any other Person (other than, with respect to each of clauses (i) full force and (ii), non-exclusive licenses or other non-exclusive grants of rights entered into in the Ordinary Course of Business, and, as applicable, on terms effect insurance coverage materially consistent with the Company’s applicable form agreement(s), provided that any Intellectual Property arising from any such form agreement, for such agreements entered into in the Pre-Closing Period, will be solely owned by the Company to the extent permitted under applicable Law)past practices; (m) enter into any Material Contract, amend or modify in any material respect any Material Contract or terminate any Material Contract; (n) make, revoke, or change any material election in respect of Taxes, change an annual Tax accounting period, adopt or change any accounting method in respect of Taxes, file any amended Tax Return, enter into any Tax allocation, sharing or indemnity agreement or any agreement with respect to Taxes, settle any claim or assessment in respect of Taxes, surrender or abandon any right to claim a material refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxes; (o) (i) adopt, establish, enter into, amend or terminate any Company Equity Plan, Company Plan or Company Service Provider Agreement or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan or Company Service Provider Agreement if it were in existence as of the date of this Agreement (except for amendments to be required to comply with applicable Law or to comply with the terms and provisions of this Agreement), (ii) increase the compensation or benefits (including severance, termination, retention and change of control compensation or benefits) of, or grant any bonus or other incentive compensation to, any Company Service Provider (including in respect of stock options, restricted stock units, restricted stock or other stock-based or stock-related awards or the removal or modification of any restrictions in any Company Equity Plan or awards made thereunder but excluding the payment of bonuses to current employees of the Company with respect to 2023 as set forth on Schedule 4.2(o)), (iii) grant any severance or termination pay to any Company Service Provider, (iv) terminate the employment or engagement of any Company Service Provider other than for cause and after advance notification to Parent, (v) hire or engage any new Company Service Provider, or (vi) take any action to accelerate the vesting, funding or payment of any compensation or benefit under any Company Equity Plan (except as provided in Section 5.9 (Company Options)) or other Company Plan (except as provided in Section 5.11 (Employee Benefits)) or other Contract.; (p) terminate or allow to lapse any of the Insurance Policies; (q) waive or release in writing, assign, commence, settle or agree to settle any Legal Proceeding, other than any settlement of a proceeding described in Part 2.19 of the Company Disclosure Schedule on the terms described therein and other than waivers, releases, compromises or settlements (i) in the Ordinary Course of Business (ii) that involve only the payment of monetary damages not in excess of $50,000 in the aggregate and (iii) that do not include the imposition of equitable relief on, or the admission of wrongdoing by, the Company; or (r) agree or commit to take any of the actions described in clauses (a) through (q) of this Section 4.2 (Conduct of the Business of the Company). Notwithstanding the foregoing, Parent and Merger Subs acknowledge and agree that nothing contained in this Agreement shall give Parent or its Affiliates, directly or indirectly, the right to control or direct the operations of the Company prior to the Closing.

Conduct of the Business of the Company. During the Pre-Closing Periodperiod from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Effective Time, except (w) as set forth on Section 5.1 in Part 4.2 of the Company Disclosure ScheduleSchedule and except as may be approved in advance by Parent in writing (such approval, (x) not to the extent necessary to comply with the Company’s obligations under this Agreement, (y) as necessary to ensure that the Company complies with applicable Laws and obligations under any Material Contract, or (z) with Parent’s consent (which shall not be unreasonably withhelddelayed, conditioned or delayed): (i) withheld), or as is otherwise expressly permitted or required by this Agreement or required by applicable Laws, the Company shall operate shall: (a) subject to applicable Law, conduct its business solely in the Ordinary Course of Business (except to the extent expressly provided otherwise herein or as consented to in all material respects and in material compliance with applicable Law; writing by Parent); (iib) use commercially reasonable efforts to (Ai) preserve substantially intact pay and perform all of its present business organization, (B) preserve its material relationships with suppliers, distributors, licensors, licensees and others to whom the Company has contractual obligations, (C) prosecute and maintain the Patents owned by the Company undisputed debts and other material Company Registered Intellectual Property, and obligations (Dincluding Taxes) file all Tax Returns and pay all Taxes when due (except for Taxes being contested in good faith in appropriate proceedings for which adequate reserves have been have been established in accordance with GAAP, with respect to which Parent has been notified in advance in writing); and (iii) except as set forth in Schedule 4.2, the Company shall not: (a) change or amend the Company’s Articles of Incorporation or the Company’s bylaws or authorize or propose the same; (b) split, combine or reclassify any of its capital stock (except with respect to the exercise of any Company Warrants or Company Options); issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; declare, set aside, or pay any dividend or make any distribution (whether in cash or in kind) with respect to any of its capital stock or other equity interests (as applicable) or redeem, purchase, or otherwise acquire, directly or indirectly, any of its capital stock or other equity interests (as applicable); (c) issue, deliver, transfer or sell, or authorize to issue, deliver, transfer or sell, any shares of Company 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 Company may issue shares of Company Common Stock in connection with the exercise of Company Options or Company Warrants outstanding as of the date of this Agreement; (d) 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 similar Laws now or hereafter in effect; (e) incur any Debt for borrowed money, or guarantee any such Debt, or issue or sell any debt securities or guarantee any debt securities of others; (f) make any capital expenditures, capital additions or capital improvements, in excess of $50,000; (g) waive any material right of the Company under any Material Contract; (h) acquire or agree to acquire by merging with, or by purchasing a portion of the stock or assets of, or by any other manner, any business or any Entity; (i) initiate any new line of business, make any loan or capital contribution to any Person (other than business-related advances to its employees in the Ordinary Course of Business) or otherwise acquire or agree to acquire any securities or assets of a Third Party that are material, individually or in the aggregate, to the Company; (j) terminate, cancel, amend, waive, modify or fail to maintain, use commercially reasonable efforts to renew or comply with any material Permit; (k) sell, assign or otherwise dispose of, lease or exclusively license any properties or assets of the Company which are material to the Company; (l) (i) sell, assign, transfer, license, abandon or otherwise dispose of any Company Owned Intellectual Property, or (ii) acquire, in-license or otherwise obtain any right, title or interest in or to any pending or issued Patents, inventions, patent disclosures or other material Intellectual Property from any other Person (other than, with respect to each of clauses (i) and (ii), non-exclusive licenses or other non-exclusive grants of rights entered into in the Ordinary Course of Business, and, as applicable, on terms materially consistent with the Company’s applicable form agreement(s), provided that any Intellectual Property arising from any such form agreement, for such agreements entered into in the Pre-Closing Period, will be solely owned by the Company to the extent permitted under applicable Law); (m) enter into any Material Contract, amend or modify in any material respect any Material Contract or terminate any Material Contract; (n) make, revoke, or change any material election in respect of Taxes, change an annual Tax accounting period, adopt or change any accounting method in respect of Taxes, file any amended Tax Return, enter into any Tax allocation, sharing or indemnity agreement or any agreement with respect to Taxes, settle any claim or assessment in respect of Taxes, surrender or abandon any right to claim a material refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxes; (o) (i) adopt, establish, enter into, amend or terminate any Company Equity Plan, Company Plan or Company Service Provider Agreement or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan or Company Service Provider Agreement if it were in existence as of the date of this Agreement (except for amendments to be required to comply with applicable Law or to comply with the terms and provisions of this Agreement), (ii) increase the compensation or benefits (including severance, termination, retention and change of control compensation or benefits) of, or grant any bonus or other incentive compensation to, any Company Service Provider (including in respect of stock options, restricted stock units, restricted stock or other stock-based or stock-related awards or the removal or modification of any restrictions in any Company Equity Plan or awards made thereunder but excluding the payment of bonuses to current employees of the Company with respect to 2023 as set forth on Schedule 4.2(o)), (iii) grant any severance or termination pay to any Company Service Provider, (iv) terminate the employment or engagement of any Company Service Provider other than for cause and after advance notification to Parent, (v) hire or engage any new Company Service Provider, or (vi) take any action to accelerate the vesting, funding or payment of any compensation or benefit under any Company Equity Plan (except as provided in Section 5.9 (Company Options)) or other Company Plan (except as provided in Section 5.11 (Employee Benefits)) or other Contract.; (p) terminate or allow to lapse any of the Insurance Policies; (q) waive or release in writing, assign, commence, settle or agree to settle any Legal Proceeding, other than any settlement of a proceeding described in Part 2.19 of the Company Disclosure Schedule on the terms described therein and other than waivers, releases, compromises or settlements (i) collect accounts receivable when due in the Ordinary Course of Business and not extend credit outside of the Ordinary Course of Business, (iii) sell the Company’s products and services consistent with past practice as to discounting, license, service and maintenance terms, incentive programs and revenue recognition and other terms, and (iv) preserve intact its present business organizations, keep available the services of its present officers, employees, advisors, contractors and consultants and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it; and (c) assure that each of its Contracts entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any change in the obligations of any party thereto in connection with, or terminate as a result of the consummation of, the Merger, and shall give reasonable advance notice to Parent prior to allowing any Material Contract or right thereunder to lapse or terminate by its terms; Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. (d) promptly notify Parent of any notice from any Person alleging that involve only the payment consent of monetary damages not such Person is or may be required in excess connection with the Merger. (e) promptly notify Parent of $50,000 in any notice or other communication from any Governmental Entity (i) relating to the aggregate and Merger, (ii) indicating that a Company Authorization is or about to be revoked or (iii) indicating that do a Company Authorization is required in any jurisdiction in which such Company Authorization has not include been obtained, which revocation or failure to obtain has had or would reasonably be expected to be material to Parent (following the imposition of equitable relief on, Effective Time) or the admission of wrongdoing by, the Company; or (r) agree or commit to take any of the actions described in clauses (a) through (q) of this Section 4.2 (Conduct of the Business of the Company). Notwithstanding the foregoing, Parent and Merger Subs acknowledge and agree that nothing contained in this Agreement shall give Parent or its Affiliates, directly or indirectly, the right to control or direct the operations of the Company prior to the Closing.

Conduct of the Business of the Company. During the Pre-Closing Period, except (w) as set forth in Part 4.2 of the Company Disclosure ScheduleSchedule 4.2, (x) to the extent necessary to comply with the Company’s obligations under this Agreement, (y) as necessary to ensure that the Company complies with applicable Laws and obligations under any Material Contract, or (z) with Parent’s consent (which shall not be unreasonably withheld, conditioned or delayed): (i) the Company shall operate in the Ordinary Course of Business in all material respects and in material compliance with applicable Law; (ii) the Company shall use commercially reasonable efforts to (A) preserve substantially intact its present business organization, (B) preserve its material relationships with suppliers, distributors, licensors, licensees and others to whom the Company has contractual obligations, (C) prosecute and maintain the Patents owned licensed by the Company and other material Company Registered Intellectual PropertyProperty (including any Patents), and (D) file all Company Tax Returns and pay all Taxes when due (except for Taxes being contested in good faith in appropriate proceedings for which adequate reserves have been have been established in accordance with GAAP, with respect to which Parent has been notified in advance in writing); and (iii) except as set forth in Schedule 4.2, the Company shall not: (a) change or amend the Company’s Articles Company Charter, the Certificates of Incorporation Designation or the Company’s bylaws or authorize or propose the same; (b) directly or indirectly split, combine or reclassify any of its capital stock (except in connection with respect the conversion of Company Preferred Stock to Company Common Stock, or the exercise of any Company Warrants or Company Options); issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; declare, set aside, or pay any dividend or make any distribution (whether in cash or in kind) with respect to any of its capital stock stock, membership interest or other equity interests (as applicable) or redeem, purchase, or otherwise acquire, directly or indirectly, any of its capital stock stock, membership interests or other equity interests (as applicable); (c) issue, deliver, transfer or sell, or authorize to issue, deliver, transfer or sell, any shares of Company 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 (i) the Company may issue shares of Company Common Stock in connection with the exercise of Company Options Options, conversion of Company Preferred Stock to Company Common Stock or other rights for Company Common Stock, in each case to the extent outstanding as of the date of this Agreement, (ii) the Company may issue shares of Company Capital Stock in connection with the exercise of, and in accordance with the terms of, any Company Warrants outstanding as of the date of this Agreement, and (iii) the Company may issue shares of Company Common Stock in respect of the Contingent Rights in such amounts as set forth on Part 4.2(c) of the Company Disclosure Schedules; (d) enter into or adopt any plan or agreement of complete or partial liquidation, restructuring, receivership, 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) incur any Debt for borrowed money, or guarantee any such Debt, or issue or sell any debt securities or guarantee any debt securities of othersother Persons; (f) make any capital expenditures, capital additions or capital improvements, in excess of $50,000100,000; (g) waive any material right of the Company under any Material Contract; (h) acquire or agree to acquire by merging with, or by purchasing a portion of the stock or assets of, or by any other manner, any business or any Entity; (ih) (A) initiate any new line of business, (B) make any investment in or advance, loan or capital contribution to any Person (other than business-related advances to its employees in the Ordinary Course of Business), (C) form or acquire any Subsidiary that is not wholly-owned by the Company or any of its wholly-owned Subsidiaries or (D) otherwise acquire or agree to acquire any securities or assets of a Third Party that are material, individually or in the aggregate, to the Company; (ji) terminate, cancel, amend, waive, modify or modify, fail to maintain, use commercially reasonable efforts to comply with, maintain or renew or comply with any material Permit; (kj) sell, license, lease, assign or otherwise dispose ofof or create or incur any Lien on, lease directly or exclusively license indirectly, any tangible properties or assets of the Company or any of its Subsidiaries which are material to the CompanyCompany as a whole, other than (A) sales of inventory, of products or services, or obsolete equipment, all in the ordinary course of business, (B) sales, licenses, leases or transfers that are pursuant to Contracts in effect on the date hereof or (C) incurrence of Permitted Liens; (l) (i) sell, assign, transfer, license, abandon lease, assign or otherwise dispose of or create or incur any Lien on, directly or indirectly, any material Company Owned Intellectual Property, or (ii) acquire, in-license or otherwise obtain any right, title or interest in or to any pending or issued Patents, inventions, patent disclosures or other material Intellectual Property material to the Company from any other Person (other than, with respect to each of clauses (i) and (ii), non-exclusive licenses or other non-exclusive grants of rights entered into in the Ordinary Course of Business, and, as applicable, on terms materially consistent with the Company’s applicable form agreement(s), provided that any Intellectual Property arising from any such form agreement, for such agreements entered into in the Pre-Closing Period, will be solely owned by the Company to the extent permitted under applicable Law); (ml) enter into any Material Contract, amend or modify in any material respect any Material Contract or terminate any Material Contract or waive any material right of the Company or any of its Subsidiaries under any Material Contract, including without limitation, take any action with respect to the Altira Royalty Agreement; (m) enter into any agreement or arrangement that limits or otherwise restricts the Company or any of its Subsidiaries from engaging or competing in any line of business, in any location or with any Person, or would purport to limit, after the Effective Time, Parent or any of its Subsidiaries; (n) make, revoke, or change any material election in respect of Taxes, change an annual Tax accounting period, adopt or change any accounting method in respect of Taxes, file any amended Company Tax Return, enter into any Tax allocation, sharing or indemnity agreement or any agreement with respect to Taxes, settle any claim or assessment in respect of Taxes, surrender or abandon any right to claim a material refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxes; (o) except in each case as required by the terms of any Company Plan as in effect on the date hereof or as required by applicable Law, (i) adopt, establish, enter into, amend or terminate any Company Equity Plan, Company Plan or Company Service Provider Agreement or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan or Company Service Provider Agreement if it were in existence as of the date of this Agreement (except for amendments to be required to comply with applicable Law or to comply with renewals in the terms and provisions Ordinary Course of this AgreementBusiness), (ii) increase the compensation or benefits (including severance, termination, retention and change of control compensation or benefits) of, or grant any bonus or other incentive compensation to, any Company Service Provider (including except for increases in respect base salary in the Ordinary Course of stock options, restricted stock units, restricted stock or other stock-based or stock-related awards or the removal or modification of any restrictions in any Company Equity Plan or awards made thereunder but excluding the payment of bonuses to current employees of the Company Business with respect to 2023 as set forth on Schedule 4.2(o))Company Service Providers with a total annual base salary under $200,000, (iii) grant any severance or termination pay to any Company Service Provider, (iv) terminate the employment or engagement of any Company Service Provider other than for cause and after advance notification to Parentcause, (v) hire or engage any new Company Service ProviderProvider (except in the Ordinary Course of Business with respect to Company Service Providers with a total annual base salary under $200,000), or (vi) take any action to accelerate the vesting, funding or payment of any compensation or benefit under any Company Equity Plan (except as provided in Section 5.9 5.8 (Company Options)) or other Company Plan (except as provided in Section 5.11 (Employee Benefits)) or other Contract.; (p) terminate or allow to lapse any of the Insurance Policies; (q) waive or release in writing, assign, commence, settle or agree to settle any Legal Proceeding, other than any settlement of a proceeding described in Part 2.19 of the Company Disclosure Schedule on the terms described therein and other than waivers, releases, compromises or settlements (i) in the Ordinary Course of Business (ii) that involve only the payment of monetary damages not in excess of $50,000 100,000 in the aggregate and (iii) that do not include the imposition of equitable relief on, or the admission of wrongdoing by, the Company; (r) make any loans, advances or capital contributions to, or investments in, any other Person, or form or acquire any Subsidiary that is not wholly-owned by the Company or any of its wholly-owned Subsidiaries; (s) commence, terminate or materially modify any clinical trial; (t) terminate any executive employee of the Company or materially modify the terms and conditions of employment of any executive employee of the Company; or (ru) agree or commit to take any of the actions described in clauses (a) through (qt) of this Section 4.2 (Conduct of the Business of the Company). Notwithstanding the foregoing, Parent and Merger Subs acknowledge and agree that nothing contained in this Agreement shall give Parent or its Affiliates, directly or indirectly, the right to control or direct the operations of the Company prior to the Closing.

Conduct of the Business of the Company. During the Pre-Closing Period, except (wa) as set forth in Part 4.2 of the Company Disclosure Schedule, (x) to the extent necessary to comply with the Company’s obligations under expressly contemplated by this Agreement, (y) Agreement or as necessary to ensure that the Company complies with required by applicable Laws and obligations under any Material ContractLaw, or (zb) with Parent’s the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed): (i) the Company shall operate in (and shall cause each of the Ordinary Course of Business in all material respects and in material compliance with applicable Law; (iiother Acquired Companies to) use commercially reasonable efforts to (A) preserve substantially intact its present carry on each Acquired Company’s business organizationin the ordinary course, (B) preserve its substantially intact each Acquired Company’s business organization, (C) preserve each Acquired Company’s material relationships with suppliers, distributors, licensors, licensees and others to whom the Company has contractual obligations, (C) prosecute and maintain the Patents owned by the Company and other material Company Registered Intellectual Property, and (D) file all Tax Returns and pay all Taxes when due (except for Taxes being unless contested in good faith in appropriate proceedings for which adequate reserves have been have been established in accordance with GAAP, with respect to which provided and Parent has been notified in advance in writing); and (iiiii) except as set forth in on Schedule 4.2, the Company shall not:not (and shall cause each of the other Acquired Companies not to): (a) change or amend the Company’s Articles of Incorporation or Company Charter, the Company’s bylaws or any charter or Organizational Documents of each of the other Acquired Companies, or authorize or propose the same; (b) split, combine or reclassify any of its capital stock (except in connection with respect the conversion of Company Preferred Stock to Company Common Stock or the exercise of any Company Warrants or Company Options); issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; other than as permitted by Section 1.10(a)(ii), declare, set aside, or pay any dividend or make any distribution (whether in cash or in kind) with respect to any of its capital stock stock, membership interest or other equity interests (as applicable) or redeem, purchase, or otherwise acquire, directly or indirectly, any of its capital stock stock, membership interests or other equity interests (as applicable); (c) issue, deliver, transfer or sell, or authorize to issue, deliver, transfer or sell, any shares of Company 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 (i) the Company may issue shares of Company Common Stock in connection with the exercise of Company Options or other rights for Company Warrants Common Stock outstanding as of the date Execution Date and (ii) the Company may issue shares of this AgreementCompany Capital Stock in connection with the conversion of Company Preferred Stock outstanding as of the Execution Date; (d) 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 similar Laws now or hereafter in effect; (e) fundamentally alter through liquidation, reorganization, restructuring or otherwise its corporate structure, including through reincorporation into a state that is not Delaware; (f) incur any Debt for borrowed moneymoney (other than borrowings in the ordinary course of business under existing lines of credit, letters of credit or similar arrangements issued for the benefit of suppliers or manufacturers), or guarantee any such Debt, or issue or sell any debt securities or guarantee any debt securities of others; (fg) make any capital expenditures, capital additions or capital improvements, in excess of (x) $50,00050,000 individually or (y) $100,000 in the aggregate; (gh) knowingly waive any material right of the Company any Acquired Companies under any Material Contract; (hi) establish or acquire any Subsidiary; (j) acquire or agree to acquire by merging with, or by purchasing a portion of the stock or assets of, or by any other manner, any business or any Entityentity; (ik) (A) initiate any new line of business, (B) make any loan or capital contribution to to, or investment in, any Person or (other than business-related advances to its employees in the Ordinary Course of BusinessC) or otherwise acquire or agree to acquire any securities or assets of a Third Party that are material, individually or in the aggregate, to the CompanyAcquired Companies; (jl) except as required in the ordinary course of business, terminate, cancel, amend, waive, modify or fail to maintain, use commercially reasonable efforts to renew or comply with any material Permit; (km) sell, assign assign, lease (as lessor), license, transfer or otherwise dispose of, lease or exclusively license mortgage or pledge, or impose or suffer to be imposed any properties or assets Lien (other than Permitted Encumbrances) on, any of the Company which are material to the Companyits assets; (ln) (i) sell, assign, transfer, license, abandon or otherwise dispose of any Company Owned Intellectual Property, or (ii) acquire, in-license or otherwise obtain any right, title or interest in or to any pending or issued Patents, inventions, patent disclosures or other material Intellectual Property from any other Person (other than, with respect to each of clauses (i) and (ii), non-exclusive licenses licenses, material transfer agreements, or other non-exclusive grants of rights clinical trial agreements, in each case, entered into in the Ordinary Course ordinary course of Businessbusiness, and, as applicable, on terms materially consistent with the Company’s applicable form agreement(s), provided that any Intellectual Property arising from any such form agreement, for such agreements entered into in the Pre-Closing Period, agreement will be solely owned by the Company Company), or (iii) acquire, in-license, file any patent application for, or otherwise obtain any right, title or interest in or to any Patent relating to the extent permitted under applicable LawProduct and/or the Company Compound, including any Compound Forms thereof (other than filing, prosecuting and maintaining Patents in the ordinary course of business); (mo) take any action to adversely effect, or fail to take any action, in each case, reasonably necessary to preserve the validity, in each case as existing as of the date of this Agreement, of, any Company Intellectual Property or Permit; (p) enter into any Material Contract, amend or modify in any material respect any Material Contract or terminate any Material Contract, except as required in the ordinary course of business; (nq) except in each case as may be required by applicable Law, make, revoke, or change any material election in respect of Taxes, change an annual Tax accounting period, adopt or change any accounting method in respect of Taxes, file any amended Tax Return, enter into any Tax allocation, sharing or indemnity closing agreement or any agreement other Contract with respect to TaxesTaxes with any Governmental Body, enter into any Tax sharing or similar agreement or assume any Liability for the Taxes of any other Person (whether by Contract or otherwise) except, in each case, for commercial agreements the primary purpose of which does not relate to Tax (such as loans or leases), settle any claim or assessment in respect of Taxes, surrender or abandon any right to claim a material refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of TaxesTaxes (excluding, for the avoidance of doubt, in connection with an ordinary course extension of time within which to file Tax Returns; (or) make, or amend, any filings with the FDA, the EMA or any other Regulatory Authority, except as required by Law; (s) (i) adopt, establish, enter into, amend or terminate any Company Equity Plan, Company Plan or Company Service Provider Agreement or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan or Company Service Provider Agreement if it were in existence as of the date of this Agreement Execution Date (except for amendments to be required to comply with applicable Law or to comply with the terms and provisions of this AgreementLaw), (ii) increase the compensation or fringe benefits (including severance, termination, retention and change of control compensation or benefits) of, or grant any bonus or other incentive compensation to, any Company Service Provider (including in respect of stock optionscurrent or former employee, restricted stock units, restricted stock director or officer or other stock-based or stock-related awards or the removal or modification individual service provider of any restrictions in any Company Equity Plan or awards made thereunder but excluding the payment of bonuses to current employees of the Company with respect to 2023 as set forth on Schedule 4.2(o))Acquired Company, (iii) grant any severance or termination pay to any Company Service Providercurrent or former director, officer or employee or other individual service provider of any Acquired Company, (iv) terminate the employment or engagement of any Company Service Provider employee other than for cause and after advance notification to Parent, or (v) hire any employee or engage any new Company Service Provider, or independent contractor (vi) take any action to accelerate the vesting, funding or payment of any compensation or benefit under any Company Equity Plan (except as provided in Section 5.9 (Company Optionswho is a natural person)) or other Company Plan (except as provided in Section 5.11 (Employee Benefits)) or other Contract.; (pt) terminate institute or allow to lapse any of the Insurance Policies; (q) waive or release in writingwaive, release, assign, compromise, commence, settle or agree to settle any Legal Proceeding, ; (u) discharge or satisfy any Lien or pay any obligation or liability other than any settlement of a proceeding described in Part 2.19 of the Company Disclosure Schedule on the terms described therein and other than waivers, releases, compromises or settlements (i) in the Ordinary Course ordinary course of Business business; (iiv) that involve only the payment of monetary damages not change its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in excess of $50,000 in the aggregate and (iii) that do not include the imposition of equitable relief on, GAAP or the admission of wrongdoing by, the Companyapplicable Law; or (rw) agree or commit to take any of the actions described in clauses (a) through (q) of above in this Section 4.2 (Conduct of the Business of the Company)4.2. Notwithstanding the foregoing, Parent and Merger Subs Sub acknowledge and agree that nothing contained in this Agreement shall give Parent or its Affiliates, directly or indirectly, the right to control or direct the operations of the Company Acquired Companies prior to the Closing.