Common use of Conduct of the Business Clause in Contracts

Conduct of the Business. From the date of this Agreement until the Closing (or until the earlier termination of this Agreement in accordance with Section 11.1), except as expressly required by applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall: (a) operate and carry on the Business in the ordinary course of business consistent with past practice; (b) use commercially reasonable efforts to preserve intact the goodwill of the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of any Purchased Assets, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws applicable to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closing.

Conduct of the Business. From (a) During the period from the date of this Agreement until to the earlier of the Closing (or until and the earlier termination of date this Agreement is terminated in accordance with Section 11.112.1 (the “Interim Period”), except as expressly required by applicable Lawwould not, as set forth on Schedule 7.1 of individually or in the Seller Disclosure Scheduleaggregate, have a Material Adverse Effect, as contemplated by or required to implement permitted under this Agreement or any Ancillary Agreement, or as otherwise waived or consented to in writing required by Purchaser Law, with the written consent of Buyer (which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed), or as set forth on Schedule 6.1(a), Seller shallParties shall cause the Company and its Subsidiaries to use commercially reasonable efforts to conduct the Business only in the Ordinary Course. (b) During the Interim Period, except as would not, individually or in the aggregate, have a Material Adverse Effect, as contemplated or permitted under this Agreement, as required by Law, with the written consent of Buyer (which consent shall not be unreasonably conditioned, withheld or delayed), or as set forth on Schedule 6.1(b), Seller Parties shall cause the Company and its Subsidiaries not to: (ai) operate and carry on the Business other than in the ordinary course of business consistent with past practice; (b) use commercially reasonable efforts custom and practice associated with companies engaged in similarly situated businesses as the Business, sell, lease, license or otherwise transfer any tangible assets that are material, individually or in the aggregate, to preserve intact the goodwill of the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the Business; (cii) continue to maintain make any material changes in management personnel or increase the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose compensation level of any Purchased Assetsmanagement employee, other than the sale of Inventory officer or director, except as required by any existing Contract or Employee Benefit Plan and other dispositions of assets except for normal changes or increases in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current custom and practice associated with companies engaged in full force and effect or renew any of the material Permits related to similarly situated businesses as the Business; (miii) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practicecommercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business, enter into any new capital spending commitments in excess of $50,000 in consideration in the aggregate; (piv) comply in all material respects terminate or cancel any of the insurance policies set forth on Schedule 4.19, unless simultaneously with all Laws applicable such termination or cancellation, a replacement policy providing coverage at least equal to the Business andcoverage under the terminated or canceled insurance policy for a substantially similar premium is in full force and effect; (v) except as required (A) to comply with applicable Law, promptly following receipt thereof(B) to maintain qualification under Section 401(a) of the Code, give to or (C) under the Purchaser copies provisions of any notice received from Employee Benefit Plan, adopt, amend, modify, terminate, or make any Governmental Authority contributions to any Employee Benefit Plan; (vi) amend its articles of incorporation, bylaws or other Person alleging any violation of any such Laws; and (q) not take any material actions governing documents in a manner that could reasonably be expected to delay have an adverse effect on Buyer or the Closing; provided, howevertransactions contemplated by this Agreement; (vii) incur any Indebtedness or guarantee any Indebtedness, except for borrowings incurred in the Ordinary Course; (viii) repurchase or redeem any of the Shares or any Equity Interests of any Subsidiary of the Company; (ix) issue, sell or grant any additional Equity Interests; (x) other than the acquisition of inventory in the ordinary course of business consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply acquire, or agree to acquire, by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof; (xi) enter into any material transaction with any Affiliate not dealing at arm’s length with the terms Company or any of its Subsidiaries; or (xii) enter into a Contract, or otherwise agree or commit, to take any of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closingforegoing actions.

Conduct of the Business. (a) From the date of this Agreement until the Closing (or hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with Section 11.1)Agreement, except (1) as expressly contemplated or permitted hereunder, (2) as required by applicable LawLaws, (3) upon prior written consent of Buyer or (4) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall6.01: (ai) operate The Sellers shall cause the Company and carry on its Subsidiaries to (A) conduct the Business only in the ordinary course of business consistent with past practice; in substantially the same manner as heretofore conducted and maintain the books of account and records of the Company and its Subsidiaries in the usual and ordinary manner; (bB) use commercially reasonable efforts to preserve substantially intact its business organization, to preserve its present relationships with suppliers, purchasers, jobbers, distributors, contractors, operators, non-operators, royalty owners, employees and other Persons with which it has significant business relations; (C) collect all Receivables and pay all accounts payable in the goodwill ordinary course; (D) maintain in full force and effect substantially the same levels of coverage of insurance with respect to the assets, operations and activities of the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller Company and its Affiliates exclusively or primarily related Subsidiaries as are in effect as of the date hereof; (E) maintain in all material respects all of the Oil and Gas Interests, Equipment, structures, vehicles, and other tangible personal property of the Company and its Subsidiaries in their present condition, except for ordinary wear and tear; and (F) with respect to the Business on a basis Oil and Gas Interests, continue operation of the Oil and Gas Interests consistent with past practice; and practices (d) continue to make all necessary or where neither the Company nor its Subsidiaries are the operator of an Oil and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely mannerGas Interest, and will use commercially reasonable efforts to maintain in effect all material Permits required for cause the ongoing operation operator to do so). (ii) The Sellers shall not and shall not permit the Company or any of its Subsidiaries to: (A) issue, sell or deliver any equity securities of the Business as presently conductedCompany or any of its Subsidiaries or issue, sell or deliver any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any equity securities of the Company or any of its Subsidiaries or enter into any contract or commitment to so issue, sell or deliver; (eB) perform all effect any distribution, recapitalization, reclassification, stock dividend, stock split or like change of Sellerthe Company’s material obligations under the Assigned Contracts in accordance with the terms thereofor any of its Subsidiary’s capitalization; (fC) refrain from makingamend the Company’s or any of its Subsidiary’s certificate or articles of incorporation or bylaws (or other similar constituent documents) or the terms of any outstanding securities of the Company or any of its Subsidiaries; (D) make any redemption, changing purchase of or revoking otherwise acquire any Tax election; refrain from adopting equity securities of the Company or changing any of its Subsidiaries or make any acquisition of stock or other securities of any Person; (E) merge or consolidate with (or enter into any similar business combination transaction) any corporation or other entity; (F) acquire, lease (as lessor or lessee), sell, assign, transfer, or dispose of, or agree to acquire, lease, sell, assign, transfer or otherwise dispose of any assets or rights of the Company and its Subsidiaries in excess of $250,000 individually or in excess of $1,000,000 in the aggregate, except (i) pursuant to existing contracts or commitments disclosed to Buyer or (ii) in the ordinary course; (G) make any investments, including capital contributions, in, or any loan to, any other Person, except (i) pursuant to existing contracts or commitments disclosed to Buyer prior to the date hereof and (ii) other investments and acquisitions not in excess of $250,000; (H) make any capital expenditures or commitments therefor (other than relating to the Oil an Gas Interests) in an aggregate amount exceeding $250,000 or make any commitment for capital expenditure payable in whole or in part after the Closing Date; (I) enter into any transaction with any directors, officers, employees, shareholders, members, managers, agents, Affiliates, family members or Persons acting in a similar capacity, of the Company or any of its Subsidiaries, including transactions relating in any way to employment, compensation, change-in-control, retention, commissions, severance, termination benefits, bonuses, or other remuneration for employment, or otherwise increase or modify the total compensation (base pay and payroll practices) and benefits offered or provided to the employees.; (J) create or permit to exist any Lien on the assets of the Company or its Subsidiaries, other than Permitted Liens and those Liens to be fully released at or prior to the Closing; (K) enter into any agreement that if entered into prior to the date hereof would be a Company Contract, or modify, amend, waive any obligation, fail to renew, assign, or otherwise transfer or terminate any Company Contract or waive, release or assign any rights or claims thereto or thereunder; (L) issue any note, bond or other debt security or create, incur, assume, guaranty or refinance any Indebtedness or any indebtedness of another Person, other than borrowings permitted under the Company’s or any of its Subsidiaries lines of credit as in effect on the date hereof; (M) increase in any manner the base compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of the Company’s or any of its Subsidiary’s employees, officers, directors or consultants, or pay or commit to pay any severance or termination pay to any of the Company’s or any of its Subsidiary’s employees, officers, directors or consultants, except as previously disclosed to Buyer; (N) make or change any material election relating to Taxes, change any annual accounting period, adopt or change any accounting method with respect to Taxes; refrain from filing method, file any amended material Tax Return; refrain from entering , enter into any closing agreement, settling or compromising settle any material Tax claim or assessment; and refrain from consenting assessment relating to the Sellers, the Company, any of its Subsidiaries or predecessors of the foregoing, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment with respect to Taxes; in each case relating to the extent taking Sellers, the Company or any of its Subsidiaries or predecessors of the foregoing, or take any other similar action relating to the filing of any Tax Return or the determination or payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would adversely affect or could have the Purchased Assets effect of increasing the Tax liability of Buyer, the Company or any of the Business in a Post-Company’s Subsidiaries for any period ending after the Closing Date or decreasing any Tax Periodattribute of the Company or any of its Subsidiaries existing on the Closing Date; (gO) pay and discharge all settle or compromise any material Liabilities related to the Purchased Assets as they become due and payable action, suit, litigation or other proceeding, whether administrative, civil or criminal, at law or in the ordinary course of businessequity, subject to the Seller’s ability to pursue in good faith or before any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of any Purchased AssetsGovernmental Entity, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice, solely for cash and without admitting any liability or incurring any other obligation with respect thereto, in an amount not to exceed, for any such settlement not covered by insurance, $75,000 individually or $250,000 in the aggregate, and any such settlement covered by insurance, $250,000 individually or $500,000 in the aggregate; (iP) not (i) exclusively licensemake any change to any method of accounting or accounting practice, assign policy, principle or transfer any Purchased Business Intellectual Property procedure except as required by GAAP applicable to the Sellers, the Company, its Subsidiaries or any Purchased Business Technology to any Person (including any current or former employee or consultant predecessor of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technologythe foregoing; (jQ) not grant commence or commit to commence operations for the drilling of any allowances or discounts on Products outside new well after the ordinary course date hereof without the prior approval of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of businessBuyer; (kR) not manufactureredrill or complete an existing Well included within the Oil and Gas Interests after the date of this Agreement and prior to the Closing Date without providing prior written notice thereof to Buyer; (S) make any nonconsent election with respect to operations affecting the Oil and Gas Interests without prior approval of Buyer; (T) abandon any Well or release or abandon all or any portion of any of the O&G Leases without providing prior written notice thereof to Buyer; (U) agree to any renegotiated price, take or other terms under existing gas purchase agreements without providing prior written notice thereof to Buyer; (V) agree to any credit or prepayment arrangement that would reduce the share of gas deliverable with respect to the Oil and Gas Interests following the Effective Time without providing prior written notice thereof to Buyer; or (W) enter into any purchase commitments agreement or instrument for the sale, treatment, or transportation of production from the Oil and Gas Interests (except for sales agreements terminable on no more than 30 days notice) without providing prior written notice thereof to purchaseBuyer; provided that, Inventory in amounts outside the ordinary course of business;foregoing notwithstanding, the Sellers, the Company and/or their Subsidiaries may use all available cash to repay any Indebtedness prior to the Closing. (lb) use commercially reasonable efforts not fail With respect to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term operations proposed after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller the Company and Purchaser), or terminate the employment its Subsidiaries will advise Buyer of any such employee without causeproposals made by other parties, except and will consult with Buyer concerning such proposals, and will respond in the ordinary course of business consistent with past practice;manner required by Buyer; provided that, if the period for responding to such a proposal extends beyond the Closing Date, the Company and its Subsidiaries will not respond to such proposal unless the Closing does not occur prior to the next to last day allowed to respond (in which case the Company and its Subsidiaries shall respond in the manner they deem prudent). (pc) comply in all material respects with all Laws applicable to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaserto Buyer, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations of Seller or businesses prior to the Closing; provided, the Sellers must comply with and cause the Company to comply with the covenants contained herein.

Conduct of the Business. From As of the date of this Agreement until hereof through the Closing (or until the earlier termination of this Agreement in accordance with Section 11.1)Date, except as expressly required by applicable Law, as set forth on Schedule 7.1 of the each Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall: (a) operate conduct its business relating to the Purchased Assets and carry on the Business Assumed Liabilities in the usual, regular and ordinary course of business consistent with past practice; (b) use commercially reasonable efforts to preserve intact the goodwill of the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (b) use reasonable best efforts to maintain and preserve intact its relationships generally with its Branch Employees and Customers; (c) take no action which would materially adversely affect or delay the ability of any party hereto to obtain any Regulatory Approval or to perform its covenants and agreements under this Agreement; (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required not acquire or dispose of any Fixed Assets for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable Branches except in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances)pursuant to commitments made on or before the date of this Agreement and except for the acquisition and disposition of furniture, fail to maintain or otherwise dispose of any Purchased Assets, other than the sale of Inventory fixtures and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); equipment and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices normal maintenance and refurbishing in the ordinary course of business; ; (ke) not manufactureincrease or agree to increase the salary, remuneration or compensation of Branch Employees other than in accordance with Seller’s customary policies and/or bank-wide changes consistent with past practices, or pay or agree to pay any uncommitted bonus to the Branch Employees other than regular bonuses based on historical practice, provided that nothing herein shall be deemed to prohibit Sellers from paying out in their sole discretion accrued but unearned compensation as of the Closing Date for Branch Employees; (f) not enter into any purchase commitments to purchaseinto, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect amend or renew or extend any of the material Permits related to the Business; employment contract; (mg) not amend, modify, cancel change any accounting procedures or terminate any Assigned Contract practices; (other than terminations or expirations at the end of the stated term after the date hereof); (nh) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination paytake, or enter into instruct its affiliates to take, any new employmentaction with the specific intent of (A) impairing Purchaser’s rights in any Purchased Assets or Assumed Liabilities, deferred compensation (B) impairing in any way the ability of Purchaser to collect upon any Loan or similar agreement with any such employee Negative Deposits, (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, C) except in the ordinary course of business consistent servicing, waiving any material right, whether in equity or at law, that (x) it has with past practice; respect to any Loan or Negative Deposits, or (py) comply in all material respects could have a Material Adverse Effect; (i) enter into any contract, commitment, lease or other transaction (other than with all Laws applicable respect to the Business and, promptly following receipt thereof, give Deposit Liabilities or the Loans) relating to the Purchaser copies Branches, which requires aggregate future payments in excess of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing$50,000; provided, however, that Sellers shall be under no obligation to advertise or promote new or substantially new customer services in the principal market area of, or for the benefit of, the Branches; (j) not make, or enter into any commitment to make, a Loan in excess of $250,000, except after consultation with Purchaser, unless the Seller otherwise agrees to retain any such Loans which Purchaser does not want to purchase as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms a result of the Agreement, failure by the Seller to consult with Purchaser; or (k) offer any rates on deposit products (including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, time deposits and certificates of deposit) to Customers at the right to control or direct Branches which differ materially from the operations of Seller prior to Closingrates commonly offered in the Florida marketplace by other local depository institutions where the Branches are located.

Conduct of the Business. From the date of this Agreement until the Closing (or until the earlier termination of this Agreement in accordance with Section 11.18.1), except as expressly required by applicable Law, as set forth on Schedule 7.1 Section 4.1 of the Seller Disclosure ScheduleLetter, as specifically contemplated by or this Agreement, including as required to implement this Agreement the Restructuring Steps Plan, as required by the Monitoring Trustee or any Ancillary Agreement, other designated Competition/Investment Law authority or as otherwise waived or consented to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), with respect to the Business, Seller shallshall cause the Seller Entities and the Purchased Entities (as applicable) to, and shall use its reasonable best efforts to cause Rexam to cause the Rexam Entities to: (a) operate and (i) carry on the portion of the Business controlled by them in all material respects in the ordinary course of business consistent with past practicepractice and (ii) use its commercially reasonable efforts to maintain and preserve the relationships and goodwill of the Business with its customers, suppliers and others having material business dealings with the Business; (b) not grant, create, assume or otherwise incur any Encumbrance (other than a Permitted Encumbrance on Purchased Assets that are not the Interests or the Purchased Affiliate Interests) on any of the Purchased Assets or any assets of any Purchased Entity, other than in the ordinary course of business and other than to the extent such assets will be Excluded Assets; (c) not sell, transfer or dispose of any material Purchased Assets or material assets of any Purchased Entity, other than the sale of Inventory in the ordinary course of business or in accordance with the Restructuring Steps Plan; (d) use commercially reasonable efforts to preserve intact the goodwill of the Business and the relationships of Seller the Business with its customers, vendors, suppliers, Business Employees distributors, landlords and others having material business relations dealings with the Business; (ce) continue not amend the certificate or articles of incorporation or by-laws (or other comparable corporate charter documents) of any of the Purchased Entities or take any action with respect to maintain any such amendment or any recapitalization, reorganization, liquidation or dissolution of any of the BooksPurchased Entities, Records and Files file a petition in bankruptcy under any provisions of bankruptcy Law on behalf of any Purchased Entity, Seller and its Affiliates exclusively Entity or primarily related Rexam Entity or consent to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely mannerfiling of any bankruptcy petition against any Purchased Entity, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereofSeller Entity or Rexam Entity; (f) refrain from makingnot authorize, changing issue, sell, grant or revoking otherwise dispose of any Tax election; refrain from adopting shares of capital stock of or changing any accounting method Option with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable Purchased Entities, or permit any Encumbrances to be imposed on any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Periodshares; (g) pay and discharge all material Liabilities related (A) not enter into any new Contract that would be a Material Contract under the definition of Material Contract if entered into prior to the date of this Agreement (and that would be a Purchased Assets as they become due Asset and payable Assumed Liability), other than the renewal of a Material Contract in accordance with its terms or in the ordinary course of business, subject business on terms that are not materially less favorable to the Seller’s ability to pursue Business than the terms of the Material Contract being renewed; or (B) not accelerate, terminate, cancel, amend or otherwise modify any Material Contract in good faith any bona fide disputesmaterial respect; (h) not sellincur, leaseassume or guarantee any indebtedness for borrowed money other than (i) in an amount not exceeding $50 million in the aggregate or (ii) indebtedness that will be repaid prior to the Closing; (i) not enter into any hedging arrangement that would be a Purchased Asset or an Assumed Liability that will not be terminated prior to the Closing; (j) not incur any obligations, licenseLiabilities or indebtedness in respect of capital expenditures to be incurred after Closing, transferother than as expressly set forth on Schedule 4.1(j) or in an amount not exceeding $5 million individually or $40 million in the aggregate; (k) not settle, abandonpay, pledgedischarge or satisfy any material Action where such settlement, encumber payment, discharge or satisfaction would impose (i) any Liabilities (other than Permitted Encumbrances)Excluded Liabilities) on the Business or the Purchased Entities in excess of $2 million individually or $10 million in the aggregate or (ii) material restrictions or limitations upon the operation of the Business following the Closing; (l) (A) not abandon, fail to maintain or otherwise dispose of any Purchased Assetsof the Transferred Intellectual Property; and (B) not sell or otherwise dispose of any of the material Seller and Rexam Licensed IP (provided that, for purposes of this Section 4.1(l)(B), the time period limitation in the definition of Seller and Rexam Licensed IP that such Intellectual Property be the applicable Intellectual Property owned by Seller, Rexam or their respective Affiliates as of the Closing Date shall be replaced by such ownership as of the date of this Agreement, it being understood and agreed that, for clarity, all other requirements of such definition shall apply as provided in Section 4.10(a)), other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); selling products and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Businessservices; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent or as required under the terms of any Employee Benefit Plan, Collective Bargaining Agreement, National Collective Bargaining Agreement or applicable Law, not (i) enter into, adopt or materially amend any material compensation or benefit plan, policy, practice, arrangement or agreement for any Business Employee (other than the adoption of or amendment to a compensation or benefit plan, policy, practice, arrangement or agreement that is generally applicable to employees of the Purchased Entities, Seller Entities or Rexam Entities, as applicable), (ii) materially increase the compensation or benefits payable or to become payable to any Business Employee or (iii) grant any new awards, or amend or modify the terms of any outstanding awards, under any Employee Benefit Plan, in each case, as it applies to Business Employees; (n) except as required by applicable Law, as set forth on Schedule 4.1(n), or as otherwise required in the EC Commitments or by the FTC, not transfer or permit to be transferred any Business Employee, or offer any Business Employee the opportunity to transfer, to another business unit of Seller, Rexam or any of their Affiliates or terminate the employment of any Business Employee other than for cause; (o) subject to the outcome of the consultations set out in Section 1.9, not enter into or materially amend any Collective Bargaining Agreement or National Collective Bargaining Agreement (or enter into any other material commitment with past practiceany Employee Representative Body) covering Business Employees; (p) comply in all material respects with all Laws applicable to the Business andextent there would be a material adverse Tax effect on Purchaser or any Purchased Entity in a Post-Closing Tax Period, promptly following receipt thereofnot make, give change or revoke any Tax elections, or change any material method of Tax accounting, file any amended Tax Return or any Tax Return inconsistent with past practices, file any claims for material Tax refunds, enter into any closing agreement or similar agreement with respect to Taxes; settle or compromise any Tax liability or surrender any right to claim a Tax refund, offset or other reduction in Tax liability or change or agree to any change of the Purchaser copies value of any notice received from any Governmental Authority real, personal or intangible property for Tax assessment or other Person alleging any violation of any such LawsTax purposes; and (q) not take enter into an enforceable agreement to do any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closingforegoing.

Conduct of the Business. From the date of this Agreement until the earlier to occur of the Closing (or until and the earlier termination of this Agreement in accordance with Section 11.1)Article IX, except as otherwise expressly required permitted or expressly contemplated by applicable Lawthis Agreement, as set forth on Schedule 7.1 in Section 5.1 of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to in writing by Purchaser Buyer (which such consent shall not to be unreasonably withheld, conditioned or delayed)) or as required by applicable Law, Seller shall: shall cause the other Seller Parties to, and shall use its reasonable best efforts (aincluding by seeking to enforce its rights under the Merger Agreement) operate to cause Tribune and carry on its Subsidiaries to, (i) conduct the Business in all material respects in the ordinary course of business consistent with past practices and use commercially reasonable efforts to cause each of the Station Sharing Companies to conduct the Business in the ordinary course of business consistent with past practice; practices, (bii) use commercially reasonable efforts to maintain the Station Licenses and their respective rights thereunder, (iii) use commercially reasonable efforts to preserve intact in all material respects its current business organization, ongoing businesses and significant relationships with third parties; and (iv) use commercially reasonable efforts to preserve the goodwill relationships of the Business with its Employees in accordance with the ordinary course of business and consistent with past practice. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier to occur of the Closing and the relationships termination of this Agreement in accordance with Article IX, except as otherwise permitted or contemplated by this Agreement, as set forth in Section 5.1 of the Disclosure Schedule, as consented to in writing by Buyer (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law, Seller shall not, and shall cause its Subsidiaries not to, and shall use reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune and its Subsidiaries not to, in each case, solely in respect of the Business, the Stations or the Purchased Assets: (a) sell, assign, license, lease, transfer, abandon or create any Lien (other than any Permitted Lien) on, or otherwise dispose of, any of the Purchased Assets, other than (i) such sales, assignments, licenses, leases, transfers, abandonments, Liens or other dispositions that are in the ordinary course of business and are not material to the Business, taken as a whole, (ii) as listed on Section 5.1(a)(ii) of the Disclosure Schedule or (iii) in order to comply with its customersand in accordance with, vendors, suppliers, Business Employees and others having Section 5.2; (b) other than (i) in the ordinary course of business relations consistent with past practices (including renewals consistent with the Businessterms thereof), (ii) for those Contracts that can be cancelled by the applicable Seller Party without cause (and without penalty) on less than ninety (90) days’ notice or (iii) as permitted by Section 5.1(c)(i), (A) amend or modify in any material respect or terminate (excluding (1) terminations or renewals upon expiration of the term thereof in accordance with the terms thereof and (2) renewals for a term of one (1) year or less) any Station Agreement, (B) enter into any Contract that would constitute a Station Agreement if in effect on the date hereof (excluding Contracts with a term of one (1) year or less) or (C) waive, release or assign any material rights, claims or benefits, or grant any material consent, under any Station Agreement; provided, that in no event shall Seller or Tribune, as applicable, or any of their respective Subsidiaries take any action covered by this Section 5.1(b) with respect to any Station Agreement (x) that is or would be a network affiliation agreement or (y) that relates to the receiving or obtaining of Program Rights; (c) continue other than as required by applicable Law or the existing terms of any Employee Plan or Collective Bargaining Agreement in effect on the date hereof, (i) grant or increase any severance or termination pay to maintain any Employee above the Books, Records and Files severance or termination pay that would be due under the severance plans of Seller and its Affiliates exclusively or primarily related to Tribune, as applicable, in effect as of the Business on a basis consistent date hereof; (ii) enter into or amend any employment, severance or termination agreement with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities any Employee or hire any Employee except, in each case, in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation any of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from makingfollowing actions, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable taken in the ordinary course of business, business consistent with past practices (and otherwise subject to the Seller’s ability to pursue other restrictions in good faith any bona fide disputes; this Section 5.1(c)); (hw) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose the hiring of any Purchased Assetson-air talent, producer, news director or general manager with annual base compensation equal to or less than $350,000; (x) the hiring of any Employee with an annual base compensation equal to or less than $250,000 in order to fill a vacant position; (y) any promotion or increase in duties and responsibilities of an Employee commensurate with a promotion or an increase in duties and responsibilities; or (z) any Contract renewal upon the expiration of an Employment Agreement for Employees who are not executive officers; provided, that such renewal or extension contains substantially similar terms as those in the Employment Agreement of other than the sale Employees in such positions or similar positions as have been provided by Seller or Tribune, as applicable, or any of Inventory their respective Subsidiaries and other dispositions of assets are made in the ordinary course of business consistent with past practice; ; or (iiii) not (iA) exclusively licensesolely in respect of Employees of Tribune Stations, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation, bonus or other payments or benefits payable to any Employee, except for merit and annual salary increases and short-term annual bonus payments permitted by the Merger Agreement and (B) solely in respect of Employees of Nexstar Stations, (x) increase in any manner the compensation or in consulting fees, bonus, severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment pay of any such employee without causeEmployee, except (1) with respect to Employees whose annual base compensation does not exceed $100,000, in the ordinary course of business consistent with past practicepractice and (2) with respect to Employees whose annual base compensation is at least $100,000, for increases that do not exceed 5% of aggregate annual compensation for any individual Employee or 3% of aggregate annual compensation for all such Employees, (y) enter into any performance and stay bonuses that will be binding upon Buyer or the Business after the Closing or (z) terminate the employment, other than for cause, of any General Manager or Department Head (for News, Sales and Marketing) of any Station, or transfer, relocate or reassign to another Affiliate of Seller or Tribune any such Employee; (pd) comply in all material respects with all Laws applicable to respect of the Business andBusiness, promptly following receipt thereofmaterially change the methods, give to the Purchaser copies principles or practices of any notice received from financial accounting or annual accounting period, except as required by GAAP or by any Governmental Authority or other Person alleging any violation applicable Law; (e) modify or accede to the modification of any such Laws; andof the Station Licenses if doing so is reasonably likely to be materially adverse to the interests of Buyer and its Subsidiaries after giving effect to the consummation of the transactions contemplated by this Agreement in the operation of the Stations or fail to provide Buyer with a copy of (and a reasonable opportunity to review and comment on) any application for the modification of any of the Station Licenses reasonably in advance of filing with the FCC, except, in each case, as required by Law or as required in connection with the broadcast incentive auction, reassignment and repack conducted by the FCC pursuant to Section 4603 of the Middle Class Tax Relief and Job Creation Act (Pub. L. No. 112- 96, §6403, 000 Xxxx. 000, 225-230 (2012)) (the “Incentive Auction & Repack”); (qf) not take apply to the FCC for any construction permit that would restrict in any material actions respect the Stations’ operations or make any material change in the Purchased Assets that could reasonably be expected to delay is not in the Closing; provided, howeverordinary course of business, except as expressly provided may be necessary or advisable to maintain or continue effective transmission of the Stations’ signals within their respective service areas as of the date hereof, except, in each case as required by Law or as required in connection with the Incentive Auction & Repack; (g) fail to timely make any retransmission consent election with any MVPDs that reported more than 50,000 paid subscribers to Seller, Tribune or any of any of their respective Subsidiaries for September 2018 located in or serving the Stations’ Markets; (h) fail to take any action required to repack or modify any Station as required by the Incentive Auction & Repack; or (i) agree, resolve or commit to do any of the foregoing. Buyer acknowledges and agrees that: (A) nothing contained in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein Agreement shall give PurchaserBuyer or any of its Affiliates, directly or indirectly, the right to control or direct the operations of Seller or Tribune, as applicable, prior to the Closing, (B) prior to the Closing, Seller or Tribune, as applicable, or the Business shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over the operations of the Stations and (C) notwithstanding anything to the contrary set forth in this Agreement, no consent of Buyer shall be required with respect to any matter set forth in this Section 5.1 or elsewhere in this Agreement to the extent that the requirement of such consent would violate any applicable Law.

Conduct of the Business. (a) From the date of this Agreement until the Closing (or hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with pursuant to Section 11.1)8.1, except as expressly required otherwise provided for by applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived (including the disclosure schedules) or consented to in writing by Purchaser the Buyer (which consent shall will not be unreasonably withheld, conditioned conditioned, or delayed), Seller shall: the Company Group will, and the Sellers shall use their commercially reasonable efforts to cause (ato the extent permitted by Law) operate and carry on the Company Group to, conduct the Business and the business of HSW in the ordinary course of business consistent with past practice; (b) use , including, without limitation, using commercially reasonable efforts to (i) keep and maintain their assets in working condition and repair, normal wear and tear excepted, (ii) maintain the Business organization substantially intact, and (iii) preserve intact the goodwill of the Business and the relationships of Seller with its regulators, customers, vendors, suppliers, Business Employees contractors, licensors, employees, and others having business relations with the Business;Company Group; provided that, the foregoing notwithstanding, the Company Group may use all available cash to pay any Seller Transaction Expenses or Indebtedness prior to the Closing. (b) From the date hereof until the earlier of the Closing Date or termination of this Agreement pursuant to Section 8.1, except as reasonably necessary to comply with applicable Law, as otherwise provided for by this Agreement, including without limitation as set forth on Schedule 5.1(b), or as consented to in writing by the Buyer (which consent will not be unreasonably or arbitrarily withheld, conditioned, or delayed), the Company Group will not and the Sellers will cause the Company Group not to, take any action which would be required to be disclosed on Schedule 2.8 pursuant to Section 2.8. (c) continue From the date hereof through the Closing Date, the Company Group shall not apply for or accept any funds pursuant to maintain programs administered under the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business CARES Act (including all Registered IP) in a timely mannerthe Paycheck Protection Program), and use commercially reasonable efforts to maintain in effect all material Permits required for or, except as set forth on Schedule 5.1(c), defer the ongoing operation payment of the Business as presently conducted; (e) perform all of Seller’s material obligations employment-related taxes under the Assigned Contracts in accordance with the terms thereof; (f) refrain from makingsuch programs, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to without the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course prior written consent of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of any Purchased Assets, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws applicable to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to ClosingBuyer.

Conduct of the Business. From and after the date of this Agreement until Effective Date and though immediately prior to the Closing (Closing, or until the earlier termination of this Agreement in accordance with Section 11.1)Article 9, except as expressly required by applicable Law, (i) as set forth on Schedule 7.1 Section 6.1 of the Seller Disclosure Schedule, (ii) as otherwise contemplated by or required to implement this Agreement or any Ancillary Agreement, (iii) as Buyer or as Parent may otherwise waived or consented consent to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned ) or delayed)(iv) as required by applicable Legal Requirements, Seller shall: will, and will cause each Acquired Subsidiary to (a) operate and carry on the Business in the ordinary course Ordinary Course of business consistent with past practice; (b) Business and use commercially reasonable efforts to preserve intact and maintain the goodwill of associated with the Business and relationships with the relationships of Seller with its Employees, customers, vendors, suppliers, Business Employees distributors and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to whom the Business on has a basis consistent with past practice; and business relationship and (db) continue to make all necessary and material filings and payments with Governmental Authorities in connection with not, without the Business consent of Parent, take any actions (including all Registered IPi) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for that if taken between the ongoing operation date of the Business as presently conducted; Latest Balance Sheet and the date hereof would be required to be disclosed on Section 4.5 of the Disclosure Schedule (eignoring the phrase “management level” in Section 4.5(k) perform all for purposes of Seller’s material obligations under this Section 6.1); (ii) that would cause a Material Contract to be accelerated, terminated, modified, or cancelled by Seller or any Acquired Subsidiary, or that would cause the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering entry into any closing agreement, settling Material Contract by Seller or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber Acquired Subsidiary (other than Permitted Encumbrances), fail any purchase orders or sales or services agreements on the Business’s standard forms) that is outside the Ordinary Course of Business or that involves the payment or receipt by Seller or the Acquired Subsidiaries of more than $50,000; (iii) that would cause any Acquired Subsidiary to maintain issue or otherwise dispose allow to become outstanding or redeem or otherwise acquire any equity interest of such Acquired Subsidiary or right to any Purchased Assets, such equity interest; (iv) other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed intercompany loans between Seller and Purchaser)the Retained Subsidiaries and the Acquired Subsidiaries, that would cause any Acquired Subsidiary to incur any indebtedness for borrowed money or terminate the employment to guaranty any obligations of any such employee without cause, except in the ordinary course of business consistent with past practice; Person; or (pv) comply in all material respects with all Laws applicable that would be an amendment to the Business and, promptly following receipt thereof, give to the Purchaser copies any organizational documents of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to ClosingAcquired Subsidiary.

Conduct of the Business. Pending Assumption of Control. From the date hereof until such time as Parent's designees shall constitute a majority of the members of the Board of Directors of the Company, the following provisions shall apply: (a) The Company covenants and agrees that unless Parent shall otherwise agree in writing, (i) the business of the Company and its Subsidiaries shall be conducted only in, and the Company and its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with prior practice, (ii) the Company and its Subsidiaries shall use reasonable best efforts to preserve intact their business organizations, to keep available the services of their current officers and employees and to preserve the current relationships of the Company and its Subsidiaries with customers, suppliers and other persons with which the Company or its Subsidiaries has business relations, (iii) the Company and its Subsidiaries will comply with all applicable Laws and regulations wherever its business is conducted, including, without limitation, the timely filing of all reports, forms or other documents with the SEC required pursuant to the Securities Act or the Exchange Act, (iv) the Company shall make the capital expenditures identified on the Company's 1999 budget included in the Company Disclosure Letter, however, the Company shall not make any expenditures to develop a wide area network and (v) the Company shall make the additional capital expenditures to purchase equipment as set forth in the Company Disclosure Letter. (b) The Company covenants and agrees that the Company shall not, nor shall the Company permit any of its Subsidiaries to, (i) declare or pay any dividends on or make other distributions (whether in cash, stock or property) in respect of any of its capital stock, except for dividends by a wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of the Company, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; (iii) repurchase or otherwise acquire any shares of its capital stock; (iv) issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of its capital stock or any securities convertible into any such shares of its capital stock, or any rights, warrants or options to acquire any such shares or convertible securities or any stock appreciation rights, phantom stock plans or stock equivalents, other than the issuance of shares of Company Common Stock upon (x) the exercise of Company Options outstanding as of the date of this Agreement, and (y) exercise of warrants outstanding as of the date of this Agreement until or (v) take any action that would, or could reasonably be expected to, result in any of the Closing conditions to the Initial Offer set forth in Annex I or any of the conditions set forth in Article VI not being satisfied. (c) The Company covenants and agrees that the Company shall not, nor shall the Company permit any of its Subsidiaries to, (i) amend its certificate of incorporation (including any certificate of designations attached thereto) or bylaws or other equivalent organizational documents; (ii) create, assume or incur any indebtedness for borrowed money or guaranty any such indebtedness of another person, other than (A) borrowings under existing lines of credit (or until under any refinancing of such existing lines) or (B) indebtedness owing to, or guaranties of indebtedness owing to, the earlier termination of this Agreement in accordance with Section 11.1), except as expressly required by applicable Law, as set forth on Schedule 7.1 Company; (iii) make any loans or advances to any other person other than loans or advances between any Subsidiaries of the Seller Disclosure Schedule, as contemplated by Company or required to implement this Agreement between the Company and any of its Subsidiaries (other than loans or any Ancillary Agreement, or as otherwise waived or consented to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall: (a) operate and carry on the Business advances less than $25,000 made in the ordinary course of business consistent with past practice; (b) use commercially reasonable efforts practice and loans or advances to preserve intact the goodwill of the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities Subsidiary in Australia in connection with the Business (including all Registered IP) Sydney 2000 Olympic Games which shall in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable no event exceed $100,000 in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of any Purchased Assets, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereofaggregate); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws applicable to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closing.

Conduct of the Business. From the date of this Agreement until the Closing (or until the earlier termination of this Agreement in accordance with Section 11.1), except as expressly required by applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, Except as contemplated by or required to implement this Agreement or any Ancillary Agreementwith the written consent of the Purchaser, or as otherwise waived or consented the Company covenants and agrees that, between the date hereof and the Closing Date, the Company shall use commercially reasonable efforts to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall: (a) operate and carry on the Business in the ordinary course of business in a manner consistent with past practice; , and shall confer on a regular and frequent basis with the Purchaser and its representatives to report on operational matters and the general status of ongoing operations. Notwithstanding the generality of the foregoing, the Company shall, between the date hereof and the Closing Date, use commercially reasonable efforts to (a) conduct the Business in compliance with all applicable Laws, (b) use commercially reasonable efforts to preserve intact the goodwill of Business’s relationships with the Business and the relationships of Seller with its current customers, vendors, suppliers, Business Employees suppliers and others having business relations dealings with the Business; , (c) continue to maintain the Booksphysical assets, Records properties and Files facilities of Seller the Business in their current working order, condition and its Affiliates exclusively repair as of the date hereof, ordinary wear and tear excepted, (d) not take any action, or primarily related omit to take any action, the intent of which is to cause the termination of the Vending Employees, (e) perform in all material respects the obligations required to be performed by the Company under the Contracts, other than to cure pre-petition monetary defaults, (f) maintain the books and records of the Business on a basis consistent with past prior practice; and , (dg) continue to make all necessary xxxx for products sold or services rendered and material filings and payments with Governmental Authorities pay accounts payable in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of any Purchased Assets, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; , (ih) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandonmaintain all insurance policies set forth on Schedule 3.13 hereto, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacturesuitable replacements therefor, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any through the close of business on the material Permits related to Closing Date, (i) provide the Purchaser with updated monthly financial information concerning the Business; , as reasonably requested by the Purchaser, (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws applicable to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (qj) not take any action that would cause Section 3.05 hereof to be inaccurate in any material actions that could reasonably be expected respect, and (k) grant the Purchaser reasonable access to delay the Closing; providedits customers, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply distributors and suppliers and cooperate with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to ClosingPurchaser in communicating with such Persons.

Conduct of the Business. From During the period from the date hereof until the Closing, Seller shall, except as otherwise contemplated by this Agreement or as set forth on Schedule 4.1, and shall cause its Affiliates to, operate the Businesses only in the ordinary course of business consistent with past practices and shall, and shall cause its Affiliates to, use its or their reasonable efforts to preserve intact the Acquired Assets and the Businesses. Without limiting the generality of the foregoing, and except as otherwise contemplated by this Agreement, from the date of this Agreement until Closing Date, without the Closing (or until the earlier termination prior written consent of this Agreement in accordance with Section 11.1), except as expressly required by applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall: Seller: (a) operate shall not, and carry on the Business in the ordinary course of business consistent with past practice; shall cause its Affiliates not to, mortgage, pledge or subject to any Lien (other than Permitted Liens) any Acquired Asset, (b) shall, and shall cause its Affiliates to, use commercially its and their reasonable efforts to maintain satisfactory relationships with and preserve intact the goodwill of the Business suppliers and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities customers in connection with the Business conduct of the Businesses, (including all Registered IPc) in a timely mannershall not, and use commercially reasonable efforts shall cause its Affiliates not to, transfer or grant any rights or options in or to maintain in effect all material Permits required any of the Acquired Assets except for the ongoing operation transfer of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable inventory in the ordinary course of business, subject (d) shall not, and shall cause its Affiliates not to, transfer to any third party any rights under any licenses, sublicenses or other agreements with respect to any Intellectual Property, (e) shall, and shall cause its Affiliates to, conduct its marketing and promotional activities with respect to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of any Purchased Assets, other than the sale of Inventory and other dispositions of assets Products in the ordinary course of business each Business consistent with past practice; practices, (if) shall not, and shall cause its Affiliates not (i) exclusively licenseto, assign institute any new methods of purchase, sale or transfer operation nor institute any Purchased Business Intellectual Property changes in the product pricing or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any promotional allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices other than in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any each Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; practices, (pg) comply in all material respects with all Laws applicable to the Business andshall not, promptly following receipt thereofand shall cause its Affiliates not to, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take make any material actions that could reasonably be expected to delay the Closing; providedchanges in selling, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 pricing or advertising practices inconsistent with past practices and (h) shall prohibit Seller not launch any Product packaging changes or its Affiliates from conducting their businessesProduct line extensions, including the BusinessEstrace(R) Cream "Unit of Use" line extension. Without limiting the foregoing in clause (g), Seller shall not, and shall cause its Affiliates not to, engage in their reasonable discretion provided it shall comply any special promotions of any Product or establish any tie-ins of any Product with the terms any of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly Seller's or indirectly, the right to control or direct the operations of Seller prior to Closingits Affiliates' other products.

Conduct of the Business. From The Corporation will use reasonable efforts to assist the date Acquiror in obtaining all regulatory approvals required to be obtained, and with the completion and filing of all reports and documents, including the Prospectus and the Listing Statement, required to be completed and filed, in respect of the transactions contemplated by this Agreement until Agreement. The Corporation shall convene and hold a special meeting of its shareholders for the Closing (or until purpose of considering the earlier termination of this Agreement Amalgamation as soon as reasonably practicable and in accordance connection therewith, as promptly as reasonably practicable, prepare the Corporation Proxy Circular, together with Section 11.1), except as expressly any other documents required by applicable Law, as set forth on Schedule 7.1 legislation in connection with the approval of the Seller Disclosure ScheduleAmalgamation, as contemplated by or required to implement this Agreement or any Ancillary Agreementwhich Corporation Proxy Circular shall include a recommendation of the board of directors of the Corporation that the Shareholders vote in favour of the Amalgamation, or as otherwise waived or consented to in writing by Purchaser (and which consent recommendation shall not be unreasonably withheldwithdrawn or amended in any manner other than where required in connection with the exercise by the board of directors of the Corporation of their fiduciary duties. During the Interim Period, conditioned or delayed)other than with the express written approval of the Acquiror, Seller shall: (a) operate and carry on the Corporation shall conduct the Business in the ordinary course of business consistent with past practicepractice and shall use their commercially reasonable best efforts to preserve intact the organization, relationships with third parties and goodwill of the Corporation and keep available the services of the present officers, employees, agents and other personnel of the Business. Without restricting the generality of the foregoing, the Corporation will not: (a) amend its articles or bylaws, except to create the Class A Shares; (b) use commercially reasonable efforts to preserve intact the goodwill sell, mortgage, pledge or otherwise dispose of any substantial assets or properties of the Business and the relationships of Seller with its customersCorporation or enter into any transaction or perform any act that interferes with, vendorsimpedes, suppliers, Business Employees and others having business relations or is inconsistent with the Businesssuccessful completion of the transactions contemplated hereunder; (c) continue to maintain the Booksdeclare, Records and Files of Seller and its Affiliates exclusively set aside or primarily related pay any management fee or dividend or make any other distribution with respect to the Business on capital stock of the Corporation or otherwise make a basis consistent with past practice; anddistribution or payment to any Shareholder; (d) continue amalgamate, merge or consolidate with or agree to make amalgamate, merge or consolidate with, or purchase or agree to purchase all necessary and material filings and payments with Governmental Authorities in connection with the Business (including or substantially all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conductedassets of, or otherwise acquire, any corporation, partnership or other business organization or division thereof; (e) perform all except as necessary to create the Class A Shares, authorize for issuance, issue, sell or deliver any additional shares of Seller’s material its capital stock of any class or any securities or obligations under convertible into shares of its capital stock of any class or commit to doing any of the Assigned Contracts foregoing except pursuant to the Private Placement and as provided for in accordance with Schedule 3.3 of the terms thereofDisclosure Letter; (f) refrain from makingsplit, changing combine or revoking reclassify any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver shares of the limitation period applicable to capital stock of any claim class of the Corporation or assessment with respect to Taxes; in each case to the extent taking redeem or otherwise acquire, directly or indirectly, any shares of such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Periodcapital stock; (g) pay and discharge all material Liabilities related incur or agree to incur more than $100,000 of debt or guarantee any debt for borrowed money, including any debt to any Shareholder, or to any Affiliate or Associate of any Shareholder, except debt incurred with the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputesAcquiror; (h) not sellexcept for a $40,000 repayment of the Canada Emergency Business Account, leasemake any loan, license, transfer, abandon, pledge, encumber (advance or capital contribution to or investment in any person other than Permitted Encumbrances)loans, fail advances and capital contributions to maintain or otherwise dispose of any Purchased Assets, investments in joint ventures or other than similar arrangements in which the sale of Inventory and other dispositions of assets Corporation has an equity interest in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except travel advances made in the ordinary course of business consistent with past practice;by the Corporation to its employees to meet business expenses expected to be incurred by such employees; or (pi) comply fail in all material respects with all Laws applicable to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected respect to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closingany Applicable Laws.

Conduct of the Business. From Pending the date of this Agreement until Closing. Until the Closing (or until the earlier termination of this Agreement in accordance with Section 11.1)Closing, except as expressly required by applicable Law, as otherwise set forth on in Schedule 7.1 of the Seller Disclosure Schedule, as 6.2 or contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented Sellers shall comply with the provisions set forth below with respect to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shallthe Business: (a) The Sellers shall operate and carry on the Business in the ordinary course of business and in the manner consistent with past its prior practice; (b) use commercially reasonable efforts Except as provided for under the existing Employee Benefit Plans and Benefit Arrangements, as defined below, the Sellers shall not (i) grant or agree to preserve intact grant any bonuses to any employee, (ii) grant any general increase in the goodwill rates of the Business and the relationships salaries or compensation of Seller its employees or any specific increase to any employee except such as are in accordance with regularly scheduled periodic increases, or (iii) provide for any new pension, retirement or other employment benefits to any of its customersemployees or any increase in any existing benefits, vendors, suppliers, Business Employees and others having business relations with the Businessexcept as required by applicable law or an existing commitment; (c) continue to maintain the BooksThe Sellers shall not amend any of their certificates of incorporation or by-laws which amendment would have an adverse effect on this transaction, Records and Files issue any shares of Seller and its Affiliates exclusively capital stock or primarily related to the Business on a basis consistent with past practice; andenter into any merger or consolidation agreement; (d) continue The Sellers shall use reasonable efforts to make all necessary maintain and material filings preserve the Business intact, to retain the present employees of the Business so that they will be available to Buyer after the Closing except for the services of the individuals named in Section 6.20 and payments as contemplated by Schedule 4.19 and to maintain their relationships with Governmental Authorities customers, suppliers and others in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for so that those relationships will be preserved after the ongoing operation of the Business as presently conductedClosing; (e) perform all of Seller’s material obligations under the Assigned Contracts The Sellers shall not sell, assign, voluntarily encumber, grant a security interest in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method license with respect to Taxes; refrain from filing to, or dispose of, any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim material assets or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets properties, tangible or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities intangible, related to the Purchased Assets as they become due Business or incur any material liabilities related to the Business, except for sales and payable dispositions made, or liabilities incurred, in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes;; and (hf) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to Sellers shall maintain or otherwise dispose of any Purchased Assets, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement all insurance currently maintained by Sellers with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws applicable respect to the Business and, promptly following receipt thereof, give to and the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to ClosingAssets.

Conduct of the Business. From the date of this Agreement until the Closing (Except as specifically required or until the earlier termination of this Agreement in accordance with Section 11.1), except as expressly required by applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to or approved in writing by Purchaser (which consent shall not be unreasonably withheldBuyer, conditioned or delayed), Seller shallduring the period commencing on the date hereof and ending on the Closing Date: (a) operate the Company shall not conduct its businesses except in the usual, regular and carry ordinary manner consistent with current practice and, to the extent consistent with such current practice, shall use reasonable best efforts to keep available the services of the present employees of the Company and preserve the Company's present relationships with persons having business dealings with the Company; (b) the Company shall not fail to maintain the Company's books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with past practice, and shall comply in all material respects with all Applicable Laws and other obligations of the Business Company; (c) the Company shall not (i) sell, pledge or issue any option or other right to acquire any stock owned by it, (ii) amend its Articles of Incorporation or Bylaws, (iii) split, combine or reclassify the outstanding Common Stock, (iv) declare, set aside or pay any dividend payable in cash, stock or property with respect to the Common Stock, or (v) tender any Common Stock for purchase pursuant to the Offer; (d) the Company shall not (i) issue any additional shares of, securities convertible into shares of, or rights of any kind to acquire any shares of, its capital stock, (ii) sell, transfer, lease or otherwise encumber any assets or incur any indebtedness other than in the ordinary course of business consistent with past practice; (b) use commercially reasonable efforts to preserve intact the goodwill of the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from makingthat, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing incurrence of indebtedness, is prepayable without penalty or premium, (iii) make any amended Tax Return; refrain from entering into any closing agreementmaterial capital expenditures other than replacements, settling repairs or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable betterments made in the ordinary course of business, subject (iv) acquire any corporation, partnership or other business organization or enterprise, (v) acquire or offer to acquire any of its capital stock, or (vi) modify in any material respect any agreement with respect to any of the Seller’s ability to pursue in good faith any bona fide disputesforegoing; (he) the Company shall not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of any Purchased Assets, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination paypay to or increase the compensation payable to, or enter into or amend any new employmentemployment agreement with, deferred compensation any officer, director or similar agreement with any such employee of the Company (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate pursuant to agreements of the employment of any such employee without cause, except Company in effect on the date hereof disclosed in the ordinary course of business consistent with past practice10K); and the Company shall not increase benefits payable under its current severance or termination pay policies; (pf) comply in all material respects with all Laws applicable the Company shall not adopt, or amend to increase compensation or benefits payable under, any plan, agreement, trust, fund or arrangement for the Business and, promptly following receipt thereof, give to the Purchaser copies benefit of any notice received from any Governmental Authority or other Person alleging any violation of any such Lawsemployees; and (qg) the Company shall not agree or commit to take any material of the actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided prohibited in this Section 7.1, nothing or any action that would make any representation or warranty contained in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closing3.1 untrue.

Conduct of the Business. From (a) Transferor agrees that during the period from the date of this Agreement until the Closing (or hereof until the earlier of the Closing or the termination of this Agreement in accordance with Section 11.1)Agreement, except as expressly required by applicable Lawprovided in Section 5.1(b) hereof, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to by Transferee in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned withheld or delayed), Seller Transferor shall: (ai) operate at its own expense, take reasonable steps to maintain and carry protect the tangible Transferred Assets as they exist at the Effective Date against loss, theft, destruction, breakage or falling into disrepair (normal wear and tear excepted), it being understood and agreed by Transferor and Transferee that tangible Transferred Assets are held and maintained at the Facilities pursuant to storage facility agreements and that Transferor’s obligations under this Section 5.1(a)(i) as they relate to such tangible assets shall be satisfied (x) if Transferor complies with those terms and conditions of such agreements, including the continued payment of the Facilities’ fees, which, if breached, would reasonably be expected to have a material adverse effect on any Transferred Asset and (y) if, upon notice to Transferor of the Business occurrence of an event (other than a breach of the storage facility agreements) that has resulted in, or which could reasonably be expected to result in, the loss, theft, destruction or breakage of assets, Transferor takes all actions reasonably necessary to mitigate any such loss, theft, destruction or breakage; provided that, Transferor shall not be obligated to continue mitigation if it has incurred costs in connection therewith in excess of $5,000 if Transferor informs Transferee of the event and expected cost of mitigation and allows Transferee to continue mitigation efforts at Transferee’s sole cost and expense; and (ii) not (x) amend or terminate (prior to its expiration) any Assumed Contract or (y) grant any interest in or license to use any of the Transferred Assets to any Third Party, other than the interest, if any, that Transferor may be required to grant to BioVeris in connection with the Purchase Right (as such term is defined in the ordinary course of business consistent with past practice;ECL License) and not to modify or terminate the ECL License. (b) During the period from the date hereof until the earlier of the Closing or the termination of this Agreement, Transferor shall provide prompt written notice to Transferee of any communications it receives relating to required filings, or renewal or maintenance fees to be paid for Transferred Assets which constitute Patents or Registered Trademarks or applications to register Trademarks. Transferor shall have no obligation to maintain or protect any Patents, Trademarks or other Intellectual Property. Transferee may, in its sole discretion and sole expense, maintain and protect the Transferred Assets which constitute Intellectual Property. In furtherance of the foregoing, during the period from the date hereof until the earlier of the Closing or the termination of this Agreement, the Wellstat Parties may make any filings they reasonably deem necessary or appropriate to protect against expiration or abandonment of such Transferred Assets for failure to pay renewal or maintenance fees or to prosecute, at the Wellstat Parties’ sole expense. In connection with any such filings, Transferor will use commercially reasonable efforts to preserve intact the goodwill of the Business and the relationships of Seller with its customerscooperate, vendors, suppliers, Business Employees and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect reasonably necessary to permit the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related Wellstat Parties to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of any Purchased Assets, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with make any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws applicable to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closingfilings.

Conduct of the Business. From Seller agrees that, during the period from the date of this Agreement until to the Closing (or until the earlier termination of this Agreement in accordance with Section 11.1)Closing, except as expressly required by applicable Law(i) for transfers of Excluded Assets from the Division to Seller, (ii) as set forth on Schedule 7.1 in Section 5.1 of the Seller Disclosure Schedule, Schedule or (iii) as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to by Buyer in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shallwriting: (a) operate Seller shall (i) cause the business operations of the Division to be conducted in the ordinary course consistent with past practice, (ii) preserve intact the Division's organization and carry use its reasonable best efforts to preserve relationships with suppliers, customers and others having business dealings with the Division in order that its goodwill and ongoing business shall not be impaired in any material respect on the Closing Date, (iii) maintain its books, accounts and records relating to the Business in the ordinary manner, on a basis consistent with past practice, (iv) comply in all material respects with all contractual obligations applicable to the Division or the conduct of the Business and perform all of its material obligations relating to the Business, (v) maintain in the ordinary course all of the material licenses and permits listed on the Seller Disclosure Schedule in full force and effect, (vi) maintain in the ordinary course all real property, buildings, offices, shops and other structures and material properties included in the Assets in good operating condition and repair, except for ordinary wear and tear; and (vii) pay its accounts payable relating to the Business in the ordinary course of business on a basis consistent with past practice; (b) use commercially reasonable efforts to preserve intact the goodwill Seller shall not (i) sell or dispose of any of the Business properties or assets of the Division in excess of $100,000, in the aggregate, except in the ordinary course of business; (ii) except as may be required by existing contracts and except for intercompany loans and advances, make any loans, advances (other than advances in the relationships ordinary course of Seller business and consistent with past practice of the Business) or capital contributions to, or investments in, any other Person on behalf of the Business; (iii) increase in any manner the compensation of any of the officers or other employees of the Business, except such increases as are granted in the ordinary course of business in accordance with its customerspractices of the last two years (which shall include normal periodic performance reviews and related compensation and benefit increases); (iv) adopt, vendorsgrant, suppliersextend or increase the rate or terms of any bonus, Business Employees and others having business relations insurance, pension or other employee benefit plan, payment or arrangement made to, for or with any such officers or employees of the Business; , except for increases occurring in the ordinary course of business in accordance with its practices of the last two years or increases required by any applicable law, rule or regulation; (cv) continue make any change in any of the present accounting methods and practices of the Business, except as required by changes in GAAP; (vi) mortgage, pledge or subject to maintain Lien or other encumbrances any of the BooksAssets or the Shares (other than Permitted Liens and other than pursuant to the Credit Agreement, Records dated as of December 19, 1995, as amended between Seller, the lenders party thereto and Files General Electric Capital Corporation); (vii) cancel any debt or material claim in its favor or waive any right of Seller and its Affiliates exclusively or primarily related material significance relating to the Business on a basis consistent with past practiceor the Assets; and (dviii) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing the Division, settle or compromise any amended Tax Return; refrain from entering into any closing agreementmaterial claims or litigation or, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable except in the ordinary course of business, subject modify, amend or terminate any material contracts; (ix) with respect to the Seller’s ability Division, permit any material insurance policy to pursue in good faith any bona fide disputes; be canceled or terminated without notice to Buyer; (hx) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances)with respect to the Division, fail to maintain confer on a regular and frequent basis with one or more representatives of Buyer to report material operational matters and the general status of ongoing operations; (xi) with respect to the Division, commit a breach of, or default under, any material contract, agreement, license or instrument to which they are a party or to which any of their assets may be subject; (xii) with respect to the Division, (A) factor or discount its accounts receivable or other amounts due, (B) delay payment on, or otherwise dispose of any Purchased Assetsalter the payment terms of, other accounts payable or pay the amounts due thereunder later than the stated date for payment thereof in accordance with past practice or (C) sell any inventory at less than fair market value or make any bulk sale of Inventory and other dispositions of assets such inventory except in the ordinary course of business consistent course; (xiii) with past practice; respect to the Division, (iA) not (i) exclusively license, assign make or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory authorize capital expenditures in excess of consumption consistent with past practices $500,000; (B) acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof; (C) assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans or advances to any Person; (D) enter into any material contract or agreement other than in the ordinary course of business; ; or (kE) not manufactureamend or terminate in any respect any material contract, agreement, commitment or arrangement other than in the ordinary course of business; (xiv) with respect to the Conveyed Subsidiaries, (A) make any new or change any current Tax election or (B) settle or compromise any material federal, state, local or foreign income Tax liability; (xv) with respect to the Division, incur or assume any indebtedness or guarantee any indebtedness or commitments for the same; (xvi) with respect to the Division, loan or advance any amount to, or sell, transfer or lease any property or asset to, or enter into any purchase commitments to purchaseagreement with, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related their respective stockholders, officers, employees or directors; (xvii) with respect to the Business; Division, enter into any employment agreement, sales agency agreement or other contract for the performance of personal services which is not terminable without liability upon no more than thirty (m30) not amend, modify, cancel days' notice (or terminate such greater notice period prescribed by law) or grant any Assigned Contract (other than terminations increase in the rate of compensation or expirations at in the end of benefits payable or to become payable to any agent or consultant over the stated term after levels in effect on the date hereof); ; (nxviii) not waivewith respect to the Division, releaseterminate, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employmentleases, deferred compensation governmental licenses or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser)permits affecting real and/or personal properties, or terminate other authorizations or agreements affecting real properties or the employment operation thereof other than as contemplated by Sections 1.1(d) and 5.4 hereof; (xix) make or guarantee any loans to any customer, vendor or distributor of the Division or its products; (xx) with respect to the Division, reduce any liabilities or reserves in the aggregate in amounts in excess of $500,000, except by reason of related cash payments; (xxi) amend or propose to amend the articles of association or by-laws of the Conveyed Subsidiaries; or (xxii) (A) declare or pay any dividends on or make other distributions in respect of any of the capital stock of the Conveyed Subsidiaries, (B) split, combine or reclassify any of such employee without causecapital stock, except or issue or authorize or propose the issuance of any other securities or interests in the ordinary course respect of, in lieu of business consistent with past practice;or in substitution for shares of such capital stock or (C) repurchase or otherwise acquire any shares of such capital stock. (pc) comply Seller shall not take any action regarding the Conveyed Subsidiaries that would adversely affect Buyer as owner of the Shares after Closing or adversely affect Seller's ability to transfer the Shares to Buyer. (d) Seller shall promptly comply, and shall cause the Asset Affiliates and the Conveyed Subsidiaries to comply, in all material respects with all Laws laws and regulations (including, without limitation, those relating to the protection of the environment and employee benefits) applicable to the Business andDivision and the Assets and all laws and regulations with which compliance is required for the valid consummation of the transactions contemplated hereby and shall promptly notify Buyer of any legal, promptly following receipt thereofadministrative or other proceedings, give investigations, inquiries, complaints, notices of violation or other asserted claims, judgments, injunctions or restrictions, pending, outstanding or, to the Purchaser copies knowledge of Seller, threatened or contemplated, which could affect the Division, the Business or any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to ClosingAssets.

Conduct of the Business. (a) From the date hereof until the earlier of the termination of this Agreement and the Closing Date, except (i) as set forth on Schedule 5.01(a), (ii) if Parent shall have consented in writing, or (iii) as expressly permitted by this Agreement, (1) the Company and each Subsidiary of the Company shall, and the Key Persons shall ensure that Nord Capital and each Subsidiary of Nord Capital shall, conduct its business and the businesses of its Subsidiaries only in the ordinary course of business, in all material respects consistent with past practice and at all times in compliance with applicable Law and its contractual obligations and use commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having material business relationships with it and retain the services of its present officers and key employees; and (2) without limiting the generality of the foregoing, the Company shall not, and shall not permit any of its Subsidiaries to, and the Key Persons shall ensure that Nord Capital shall not, and shall not permit any of its Subsidiaries to (references to the Company and any associated references below in this Section 5.01 shall be deemed to include Nord Capital and its Subsidiaries): (i) issue, sell, grant, dispose of, pledge, otherwise encumber or deliver any of its or any of its Subsidiaries' shares, profit certificates, voting or equity securities, or any securities, options, warrants, calls commitments or other agreements or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any shares, profit certificates, voting or equity securities; (ii) redeem, repurchase or otherwise acquire any of its outstanding shares, profit certificates, voting or equity securities, or any rights, warrants, calls, options, commitments or any other agreements to acquire any shares, profit certificates, or voting or equity securities; (iii) declare, set aside for payment or pay any dividend on, or make any other distribution in respect of, any shares, profit certificates, or voting or equity interests or otherwise make any payments to its holders of shares, profit certificates, and voting or equity interests in their capacity as such; (iv) effect any recapitalization, reclassification, partial liquidation, dissolution, merger, amalgamation, consolidation, restructuring, equity split, combination, subdivision or like change in its capitalization; (v) amend the Company Organizational Documents or any of its Subsidiaries' organizational documents; (vi) sell, assign or transfer any material portion of its tangible assets, except in the ordinary course of business and except for sales of obsolete assets or assets with de minimis or no book value; (vii) sell, assign, transfer or exclusively license any patents, trademarks, trade names or copyrights that are material and necessary for the conduct of the business of a Group Company, except in the ordinary course of business; (viii) amend, voluntarily terminate or enter into any Material Contract other than in the ordinary course of business or as required by Law; (ix) make any material capital expenditures or commitments therefor, except (1) in the ordinary course of business and (2) for such capital expenditures or commitments therefor that are reflected in the Company's current budget; (x) incur or assume any indebtedness for borrowed money or guarantee any indebtedness (or enter into a "keep well" or similar agreement) other than in connection with financing arrangements as in existence as of the date of this Agreement until or financing of ordinary course trade payables or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Closing Company or any of its Subsidiaries; (or until the earlier termination xi) enter into any other material transaction with any of this Agreement in accordance with Section 11.1)its shareholders, managers, officers, directors and employees except as expressly required by applicable Law, as pursuant to any agreement set forth on Schedule 7.1 the Disclosure Schedules; (1) with respect to any to any Service Provider (A) increase, or make any commitment to increase, compensation, bonus or benefits; (B) make, promise or enter into any agreement to provide any severance, incentive, retention payment, change in control‑related bonus, or other similar payment; (C) make, or amend, any existing severance, retention or termination arrangement; (D) fund, increase or accelerate the payment or vesting of the Seller Disclosure Schedulecompensation or benefits; or (E) grant, as contemplated by announce or required to implement this Agreement promise any equity or equity-based compensation; (2) enter into or amend any employment, consulting, deferred compensation or other similar agreement with any Person; (3) establish, adopt, amend or terminate any Company Plan (or any Ancillary Agreementinsurance or funding agreement or arrangement with respect to any such Company Plan); (4) hire, promote, change the title of or as fire any Service Provider; or (5) become a party to or otherwise waived be bound by any collective bargaining agreement or consented to other agreement with a Union, other than, in writing by Purchaser the case of clauses (which consent shall not be unreasonably withheld, conditioned or delayed2) and (4), Seller shall: (a) operate and carry on the Business with respect to non-executive officer employees, in the ordinary course of business consistent with past practicepractices; (bxiii) use commercially reasonable efforts to preserve intact adopt any material change in the goodwill of the Business cash management practices and the relationships policies, practices and procedures with respect to collection of Seller with its customersaccounts receivable, vendorsestablishment of reserves for uncollectible accounts or credit notes, suppliersaccrual of accounts receivable, Business Employees prepayment of expenses, accruals under Company Plans, accruals and others having business relations with the Businesssettlements related to Taxes, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (cxiv) continue to maintain the Bookssell, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not selltransfer, lease, sublease, license, transfer, abandon, pledgemortgage, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of or subject to any Purchased Assets, other than the sale Lien (including pursuant to a sale-leaseback transaction or an asset securitization transaction) any material portion of Inventory and other dispositions of assets in the ordinary course of business consistent with past practiceits properties or assets; (ixv) not directly or indirectly acquire (ix) exclusively license, assign by merging or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandonconsolidating with, or permit to lapse by purchasing all of or a substantial equity interest in, or by any rights in other manner, any person or to division, business or equity interest of any Purchased Business Intellectual Property person (other than with or among Subsidiaries) or (y) any Purchased Business Technologymaterial business or assets; (jxvi) not grant make any allowances investment (by contribution to capital, property transfers, purchase of securities or discounts on Products outside the ordinary course of business otherwise) in, or sell Inventory in excess of consumption consistent with past practices loan or advance to, any person other than in the ordinary course of business; (kxvii) not manufacture, or enter into any purchase commitments to purchase, Inventory material commitment or transaction other than in amounts outside the ordinary course of business; (lxviii) use commercially reasonable efforts not fail to keep current and make any material changes in full force and effect financial or renew Tax accounting methods, principles or practices (or change an annual accounting period), except insofar as may be required by a change in GAAP; (xix) make or change any material election in respect of Taxes or material accounting policies of any of the material Permits related Company or its Subsidiaries, file any amended Tax Return, enter into any closing agreement, settle or compromise any Tax claim or assessment, agree to extend or waive any statute of limitations for the Businessassessment or assertion of Taxes, extend the due date for the payment of any Tax or filing of any Tax Return, forego or waive any Tax credit or refund, or apply for or obtain a ruling from (or enter into an agreement with) a Tax authority, in each case except in connection with the Merger and unless required by Law or (in the case of accounting policies) by GAAP; (mxx) not amend, modify, cancel or terminate take any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination payaction, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws applicable fail to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that action, which action or failure could reasonably be expected to delay cause the ClosingCompany to fail to have qualified as an S corporation for its taxable years ended prior to January 1, 2020 (or fail to qualify as a REIT for its taxable year ending at the Closing Date) for U.S. federal or applicable state or local Tax purposes, or any of its Subsidiaries to cease to be treated as any of (1) a partnership or disregarded entity for U.S. federal income tax purposes or (2) a Qualified Subchapter S Subsidiary or a Taxable REIT Subsidiary; (xxi) take any action, or fail to take any action, which action or failure could reasonably be expected to prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a)(1)(A) of the Code; (xxii) commence, compromise, settle or grant any release of a claim relating to any Action if the amount payable by any Group Company in connection therewith would exceed $100,000; (xxiii) cancel or materially modify any of the insurance policies of a Group Company or whether through action or omission cause them to lapse or expire; (xxiv) cancel any Indebtedness or waive any claims or rights of substantive value in respect of Indebtedness; providedor (xxv) authorize, howevercommit, except as expressly provided resolve, propose or agree in writing or otherwise to take any of the foregoing actions. (b) Nothing contained in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein Agreement shall give PurchaserParent or Merger Sub, directly or indirectly, the right to control or direct the Company's or any of its Subsidiaries' operations of Seller prior to the Closing.

Conduct of the Business. (a) From the date of this Agreement until the Closing (or hereof until the earlier of the Closing Date or the termination of this Agreement Agreement, Sellers shall, consistent with the other provisions of this Agreement, use their reasonable best efforts to, and shall cause the respective Subsidiaries to use their respective reasonable best efforts to, conduct the portion of the CRS Business conducted by them in accordance the ordinary course consistent with Section 11.1)past practice and maintain, generally, their existing relations and goodwill with customers, partners, Borrowers, vendors, suppliers, regulators, licensors and licensees and other third parties relating to the CRS Business. (b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement, except as (1) otherwise expressly required by applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or (2) consented to in writing in advance by Purchaser (which consent shall not be unreasonably withheld, conditioned withheld or delayed), or (3) required by Applicable Law, each Seller shallshall not, and shall cause its respective Subsidiaries (as applicable) not to: (ai) operate Materially amend, terminate or otherwise materially modify any of the CRS Account Agreements other than in the ordinary course of business; provided that Sellers may modify interest rates, fees and carry other similar terms, waive late fees or other similar fees or charges and change credit limits on CRS Accounts or terminate CRS Account Agreements, in each case, in the ordinary course of business consistent with past practice and on a basis consistent with its written policies, practices and procedures in effect as of the date hereof; (ii) With respect to the CRS Business, (A) materially modify any of its accounting practices (to the extent that any change in such accounting practices would be binding on or otherwise affect the Acquired Assets, the Assumed Liabilities or Purchaser following the Closing) or (B) materially modify any of its written policies or procedures (including policies and procedures applicable to underwriting accounts, credit, risk management, servicing, posting, recoveries, charge-off, re-aging, workout, collections, credit line adjustments, data or physical security, delinquency, accounting or reporting methods or other operating policies, practices or procedures or its method of assigning and releasing status codes), or (C) fail to conduct such CRS Business in all material respects in the ordinary course of business consistent with past practice with respect to the matters specified in the foregoing clause (B), except to comply with Applicable Law or at the direction of any Governmental Entity with jurisdiction over the applicable Selling Entity; (iii) Fail to comply in any material respect with any Applicable Law governing the Acquired Assets and the CRS Business; (1) Hire, terminate, or transfer any employee (or other service provider) of the CRS Business, other than hires and terminations in the ordinary course of business consistent with past practice for employees, (2) increase the compensation or benefits payable to the Business Employees, by an aggregate amount that is greater than 4% of base salary or base wage, other than increases in the ordinary course of business consistent with past practice, or (3) enter into, renew, amend, or terminate any Employee Plan or any collective bargaining agreement with respect to the Transferred Business Employees; provided, however, that nothing in this Section 6.2(b)(iv)(3) shall limit the ability of Sellers or any of their respective Subsidiaries to adopt, modify, amend or terminate any employee benefit plan, program, policy, arrangement or practice on terms that apply uniformly to the employees of Sellers or their Subsidiaries generally; (bv) use commercially reasonable efforts Terminate or materially modify any Assigned Lease, or place, or knowingly permit to preserve intact the goodwill be placed, any Lien (other than a Permitted Lien) upon any of the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the BusinessAcquired Assets; (cvi) continue Fail to maintain the BooksBusiness Premises in a condition substantially the same as of the date of this Agreement, Records ordinary wear and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; anduse excepted; (dvii) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts Fail to maintain in effect all material Permits required for the ongoing operation property, liability, fire and casualty insurance in effect as of the date hereof, on substantially the same terms as currently in effect, with regard to the Business as presently conductedPremises; (eviii) perform all Terminate or materially modify any Acquired Contract, other than (1) as required by its existing terms, (2) modification in connection with renewals of Seller’s material obligations under the Assigned Acquired Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course consistent with past practice, or (3) as a result of business, subject action by the other party to the Seller’s ability to pursue in good faith any bona fide disputessuch Acquired Contract; (hix) not sellSell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain transfer or otherwise dispose convey any material property that is part of any Purchased the Acquired Assets, other than (1) as required by the sale existing terms of Inventory any Contract existing as of the date hereof or (2) transfers among Selling Entities; (x) Except at the request of a Borrower, move any Borrower from a CRS Account to any other credit card product offered by Sellers; (xi) Take any action with respect to the CRS Accounts that would reasonably be expected to prohibit Purchaser from making changes following the Closing to the annual percentage rates or fees charged to Borrowers; (xii) Release, compromise or waive any material claim or right that is part of the Acquired Assets; (xiii) Settle or compromise any litigation or investigation if such settlement or litigation would reasonably be expected to impose any material obligation or material liability on the Acquired Assets, the Assumed Liabilities or Purchaser or any of its Subsidiaries (other than any settlement or compromise providing solely for the payment of money damages that is included as a liability on the Estimated Closing Statement or Final Closing Statement); or (xiv) Authorize or enter into any agreement or commitment with respect to any of the foregoing. (c) From the date hereof until the earlier of the Closing Date or the termination of this Agreement, except as (1) otherwise expressly contemplated by this Agreement, (2) consented to in writing in advance by Sellers (which consent shall not be unreasonably withheld or delayed), or (3) required by Applicable Law, Purchaser shall not, and other dispositions of assets in the ordinary course of business consistent with past practice;shall cause its Subsidiaries not to: (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology amend its governing documents in a manner that would affect the Sellers adversely relative to any Person (including any current or former employee or consultant other holders of Seller or any contractor or commercial partner of Seller); and Purchaser Common Stock; (ii) dispose ofsolely with respect to Purchaser, abandon(a) adjust, split, combine or reclassify the Purchaser Common Stock, or permit to lapse (b) make, declare or pay any rights in dividend, or to make any Purchased Business Intellectual Property other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any Purchaser Common Stock or any Purchased Business Technologyof its other securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exercisable or exchangeable for any Purchaser Common Stock, other than making, declaring or paying regular quarterly dividends on Purchaser Common Stock not in excess of $0.05 per share of Purchaser Common Stock per quarter with substantially the same record dates as have been utilized in recent periods; (jiii) not grant any allowances adopt a plan of complete or discounts on Products outside the ordinary course partial liquidation or resolutions providing for or authorizing such a liquidation or dissolution, restructuring, recapitalization or reorganization of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business;Purchaser; or (kiv) not manufacture, or enter into any purchase commitments to purchaseContract to, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew otherwise agree or commit to, do any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws applicable to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closingforegoing.

Conduct of the Business. From the date of this Agreement until the Closing (or hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with Section 11.1)Agreement, except (i) as expressly required by applicable Lawcontemplated hereunder, (ii) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or Purchaser shall have consented to in writing by Purchaser (which consent shall will not be unreasonably withheld, conditioned or delayed)) or (iii) as set forth on Schedule 6.01, Seller each of the Blocker/Holdco Parties shall: (a) operate , and carry on the Company shall and the Company shall cause its Subsidiaries to, conduct the Business in the ordinary course of business consistent with past practice; business, and (bA) use commercially reasonable efforts to preserve intact the goodwill of the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for its assets and properties and to preserve their current relationships with employees, suppliers, lessees, lessors, payors and others having business dealings with it, (B) manage its Cash and working capital (including the ongoing operation timing of collection of accounts receivable and the Business as presently conducted; (epayment of accounts payable) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject (C) continue to make capital expenditures in the ordinary course of business, (D) use commercially reasonable efforts to assure that each Facility has appropriate Healthcare Permits and renew the same, as necessary, and (E) promptly notify the Purchaser of, and promptly deliver to the Seller’s ability Purchaser a copy of any written notice the Company or any of its Subsidiaries actually receives, on or before the Closing, from any Governmental Entity, concerning any alleged violation of Healthcare Laws that has not been previously disclosed to pursue the Purchaser. Without limiting the generality of the foregoing, except (i) as expressly contemplated hereunder, including without limitation effectuating the Pre-Closing Reorganization, (ii) as the Purchaser shall have consented in good faith writing (which consent, will not be unreasonably withheld, conditioned or delayed) or (iii) as set forth on Schedule 6.01, without the prior written consent of the Purchaser, each of the Blocker/Holdco Parties shall not, and the Company shall not, and the Company shall not permit its Subsidiaries to, and the Blocker Seller shall not permit the Blocker Entity or Trilogy Holdings to, directly or indirectly (whether by merger, consolidation or otherwise): (a) (i) issue, sell or deliver any bona fide disputesEquity Interests of the Blocker Entity or Trilogy Holdings, or the Company or any of its Subsidiaries, or issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any Equity Interests of the Trilogy Parties or any of their Subsidiaries, (ii) split, combine, reclassify, repurchase, redeem or otherwise acquire any Equity Interests of any Trilogy Party or any of its Subsidiaries or (iii) except for the E&P Dividend, declare, set aside or pay any dividend or other distribution in respect of Equity Interests of any Trilogy Party or any of its Subsidiaries; (hb) not amend the Blocker Entity’s or Trilogy Holdings Organizational Documents or the Company’s or any of its Subsidiary’s Organizational Documents; (c) sell, leaseassign, license, transfer, abandon, pledge, encumber or transfer any assets of the Company or any of its Subsidiaries except (other than Permitted Encumbrances), fail to maintain x) obsolete or otherwise dispose of any Purchased Assets, other than the sale of Inventory and other dispositions of worn assets in the ordinary course of business consistent with past practice; or (iy) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices immaterial assets in the ordinary course of business; (kd) not manufacture, or enter into acquire any purchase commitments to purchase, Inventory assets of any Person except immaterial assets in amounts outside the ordinary course of business; (le) use commercially reasonable efforts not fail to keep current and in full force and effect make any capital investment in, or renew any loan or advance to, any Person other than a wholly-owned Subsidiary of the material Permits related to the BusinessCompany; (mf) not amend, modify, cancel make any capital expenditures or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without causecommitments therefor, except in the ordinary course of business or for such capital expenditures or commitments therefor that are set forth in the CapEx Budget; (g) make any capital expenditures or commitments therefor (whether funded with equity or Indebtedness) that would cause the Madison Investment to exceed $15,700,000; (h) make any loan to, or enter into any other transaction with, any Seller or any of their respective managing members or managing partners or any directors or officers of any Trilogy Party or any of its Subsidiaries (it being understood that this Section 6.01(h) shall not restrict actions with respect to any Plan or Employment Agreement, which actions are covered by Section 6.01(j) below); (i) other than as required by applicable Law, make or change any Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, amend any Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a Tax refund, offset or reduce any Tax liability, or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment; (j) except (i) as otherwise required by an existing Plan, (ii) as required by applicable Law, or (iii) as required by Contracts existing on the date hereof, adopt, enter into, amend, modify or terminate any Plan, Employment Agreement or severance agreement, or increase the benefits provided under any Plan or Employment Agreement, or payment of any vacation pay, sick pay, bonus, severance, incentive, disability, profit sharing or other payments, or otherwise increase in any manner the compensation of any officer, director or employee; (k) hire for new employment or service, except as provided in the Operating Budget, any individual to serve in the position of vice president or higher or any position performing a substantially similar role, or terminate any employee or service provider currently serving in any such position or role without cause; (l) pay or grant any right to receive any bonus, severance or other special remuneration to any officer, director, employee or consultant except as may be required pursuant to any Employment Agreement or any Plan in effect as of the date hereof consistent with past practicepractices or otherwise as a result of the transactions contemplated by this Agreement; (pm) comply in all material respects with all Laws applicable respect only to the Business andBlocker/HoldCo Parties, promptly following receipt thereofconduct any business or operations or enter into any Contract with any Person; (n) make any change in accounting methods, give to the Purchaser copies principles or practices of any notice received from Trilogy Party or any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, howeverits Subsidiaries, except insofar as expressly provided may be required by a change in this Section 7.1GAAP; (o) incur, nothing assume or guarantee any Indebtedness or Capitalized Lease Obligation, other than drawdowns under existing Indebtedness in this Section 7.1 shall prohibit Seller the ordinary course of business or its Affiliates from conducting their businesses, including Capitalized Lease Obligations in the Business, in their reasonable discretion provided it shall comply with the terms ordinary course of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closing.business;

Conduct of the Business. From Rice covenants and agrees that from and after the date execution of this Agreement and until the Closing (or until the earlier termination of this Agreement in accordance with Section 11.1)Closing, except (i) as expressly contemplated by this Agreement, (ii) as required by applicable LawLaw or (iii) subject to Section 5.3, as set forth on Schedule 7.1 with the prior written consent of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shallPartnership: (a) operate Rice will not, and carry will not permit any of its Subsidiaries to: (i) sell, transfer, assign, convey or otherwise dispose of any of the Conveyed Interests; (ii) conduct any of the Business through any Person other than the Rice Water Entities (other than as contemplated by the Secondment Agreement and the Omnibus Agreement); (iii) allow any Permits material to the Business to terminate or lapse other than expirations in accordance with their respective terms, in which case Rice shall (and shall cause the applicable subsidiary to) use its commercially reasonable efforts to obtain an extension or replacement of such expired Permit if necessary for the Business (iv) amend the Organizational Documents of any Rice Water Entity; (v) utilize any Water Asset for any purpose other than in the ordinary course of business (including emergency operations) consistent with past practices in connection with the Business; (vi) permit any Lien to be imposed or granted or to exist on the Conveyed Interests other than the Rice Midstream Loan Liens that will be released at Closing and Permitted Liens; (vii) permit any of the Rice Water Entities to: (A) sell, transfer, assign, convey or otherwise dispose of any of the Water Assets except sales of inventory for fair value in the ordinary course of operating the Business consistent with past practices; (B) acquire (including by merger, consolidation or acquisition of equity interest) any Person, make an investment in or a loan to any Person (other than intercompany advances made in the ordinary course of business consistent with past practices), or acquire (including making capital expenditures or leasing (other than leases of equipment made in the ordinary course of operating the Business consistent with past practices cancelable by Rice or the Rice Water Entities upon 90 days’ or less prior notice without penalty)) any assets with an aggregate value in excess of $2,500,000 individually or in combination with any other assets acquired pursuant to this clause (B); (C) enter into any joint venture, partnership or similar arrangement; (D) incur, permit to exist, issue, repay, redeem or repurchase any Indebtedness or capital leases or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any Person, or make any loans or advances, or delay or postpone beyond the applicable due date the payment of accounts payable or other liabilities other than (A) endorsements of checks for deposit, (B) causing the issuance of letters of credit and performance bonds in the ordinary course of operating the Business consistent with past practice, and (C) Indebtedness under the Rice Midstream Credit Facility for which the Rice Water Entities are released of any and all obligations and Liabilities at Closing; (E) permit any Lien to be imposed or granted or to exist on the Water Assets other than the Rice Midstream Loan Liens that will be released at Closing and Permitted Liens; (F) issue, sell, pledge, dispose of, grant, encumber or otherwise transfer, or authorize the issuance, sale, pledge, disposition, grant, repurchase, redemption, encumbrance or other transfer, of any equity interest or make any commitment with respect to any equity interest or declare, set aside or make any distributions or dividends, or make any capital contributions, in respect of any equity interest, except for distributions in respect of the Conveyed Interests of cash, cash equivalents and trade receivables; (G) enter into, extend, amend (or waive any right under) in any material respect, or terminate before the expiration of the term thereof, (A) any Contract to which it is a party that is material to the Business, other than to the extent any such Contract terminates in accordance with its terms in the ordinary course of operating the Business consistent with past practices, (B) any Contract of the type described in Section 3.12(a), or (C) any other Contract that is not entered into in the ordinary course of operating the Business consistent with past practices; (H) cancel or compromise any debt or claim, initiate or settle any action, litigation, complaint, rate filing or administrative proceeding involving payment by any Rice Water Entity or to any Rice Water Entity, where the terms of all such settlements, cancellations, compromises or agreements are in excess of $100,000 in the aggregate or adversely impact the Conveyed Interests, the Water Assets or the Business after such settlement or agreement; and (viii) enter into any contract, agreement or commitment to do any of the foregoing. (b) Rice will, and will cause each of the Rice Water Entities to, use commercially reasonable efforts to preserve intact maintain the goodwill of the Business applicable Water Assets in all material respects in such working order and the relationships of Seller condition as is consistent with its customers, vendors, suppliers, Business Employees and others having business relations with the Businesspast practice; (c) continue Rice will, and will cause each of the Rice Water Entities to, use commercially reasonable efforts to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to conduct the Business on a basis in all material respects in the ordinary course of operating the Business consistent with past practicepractices, including preserving intact the goodwill and relationships with customers, suppliers and others having business dealings with them with respect thereto; (d) Rice will, and will cause the Rice Water Entities to, comply in all material respects with all applicable Laws relating to them; and (de) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely mannerRice will, and will cause the Rice Water Entities to, use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation full force without interruption its present insurance policies or comparable insurance coverage of the Business as presently conducted; (e) perform all of Seller’s material obligations under and the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of any Purchased Water Assets, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws applicable to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closing.

Conduct of the Business. From and after December 31, 2002, and until the date of this Agreement until the Closing (or until the earlier termination of this Agreement in accordance with Section 11.1), except as expressly required by applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shallhereof: (ai) The Seller has continued to operate and carry on the Business in the usual and ordinary manner in which the Business has been conducted in the past; and during such period, the Seller has not made any expenditures or entered into any commitments which, when compared to past operations of the Business are unusual or extraordinary or outside the scope of the normal course of business consistent with past practiceroutine operations other than commitments made by Seller to close the Business if a sale of the Acquired Assets is not completed by May 31, 2003 and other than Seller's contraction of the Business during such period, which contraction subsequent to April 9, 2003 has not had a Material Adverse Effect; (bii) use commercially reasonable efforts to preserve intact The Seller has kept in a current state of repair and operating efficiency (ordinary wear and tear excepted) all tangible personal property used in the goodwill operation of the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the Business; (ciii) continue The Seller has used commercially reasonable efforts to maintain the Booksgoodwill associated with the Business, and the existing business relationships with their agents, customers, key employees, suppliers and other Persons having relations with it other than those activities directed toward terminating its franchised distributor arrangement with Vishay, terminating designated employees who Purchaser does not wish to hire and terminating leases for the Leased Real Property not included in the Acquired Assets; (iv) Other than those activities directed toward terminating its franchised distributor arrangement with Vishay, terminating designated employees who Purchaser does not wish to hire and terminating leases for the Leased Real Property not included in the Acquired Assets, the Seller has not entered into any contract, agreement or transaction, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which would, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a Material Adverse Effect on the operation of the Business or the Acquired Assets by the Purchaser; (v) The Seller has notified the Purchaser in writing and prior to the Closing will notify the Purchaser in writing of any material adverse change in Acquired Assets or the Business; (vi) The Seller has kept Books and Records and Files of Seller and its Affiliates exclusively or primarily related with respect to the Business in a manner (A) in which entries have been made of all transactions on a basis consistent with past practicepractices, (B) which are true, correct and complete and (C) in which entries have been made only in accordance with GAAP, except for normal year end adjustments; (vii) The Seller has paid current liabilities attributable to the Business as and when such liabilities became due; (viii) Except for purchases of Inventory in the Ordinary Course of Business and in amounts, on terms and for the particular items purchased by the Seller from its other divisions consistent with past practices and no less favorable to the Business than the prices and terms which would be obtained from unrelated third parties, the Seller has not entered into any transactions by and between the Business and any of its other divisions or businesses; (ix) The Seller has not instituted any sales incentive programs amongst its employees, sales representatives or distributors which has resulted in greater than average inventories of the Inventories being held by distributors or customers; and (dx) continue to make all necessary and material filings and payments The Seller has not entered into any arrangements or understandings with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method Person with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of any Purchased Assets, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws applicable to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, not in their reasonable discretion provided it shall comply with the terms Ordinary Course of the AgreementBusiness, including this Section 7.1. Nothing contained herein shall give Purchaserin respect of: (A) rebate, directly or indirectlyprice protection and volume discount practice and obligations, the right to control or direct the operations of Seller prior to Closing(B) allowance and customer return practices and obligations, (C) co-op advertising and other promotional practices.

Conduct of the Business. From the date of this Agreement until the earlier to occur of the Closing (or until and the earlier termination of this Agreement in accordance with Section 11.1)Article IX, except as otherwise expressly required permitted or expressly contemplated by applicable Lawthis Agreement, as set forth on Schedule 7.1 in Section 5.1 of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to in writing by Purchaser Buyer (which such consent shall not to be unreasonably withheld, conditioned or delayed)) or as required by applicable Law, Seller shall: , shall cause its Subsidiaries to, and shall use its reasonable best efforts (aincluding by seeking to enforce its rights under the Merger Agreement) operate to cause Tribune and carry on its Subsidiaries to (i) conduct the Business in all material respects in the ordinary course of business consistent with past practices and use commercially reasonable efforts to cause each of the Station Sharing Companies to conduct the Business in the ordinary course of business consistent with past practices, (ii) use reasonable best efforts to maintain the Station Licenses and their respective rights thereunder, (iii) use reasonable best efforts to preserve intact in all material respects, with respect to the Business, its current business organization, ongoing businesses and significant relationships with third parties, and (iv) use reasonable best efforts to preserve the relationships of the Business with its employees in accordance with the ordinary course of business and consistent with past practice. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier to occur of the Closing and the termination of this Agreement in accordance with Article IX, except as otherwise permitted or contemplated by this Agreement, as set forth in Section 5.1 of the Disclosure Schedule, as consented to in writing by Buyer (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law, Seller shall not, and shall cause its Subsidiaries not to, and shall use reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune and its Subsidiaries not to, in each case, solely in respect of the Business, the Stations or the Purchased Assets: (a) sell, assign, license, lease, transfer, abandon or create any Lien (other than any Permitted Lien) on, or otherwise dispose of, any of the Purchased Assets, other than (i) such sales, assignments, licenses, leases, transfers, abandonments, Liens or other dispositions that are in the ordinary course of business and are not material to the Business, taken as a whole, (ii) as listed on Section 5.1(a)(ii) of the Disclosure Schedule or (iii) in order to comply with and in accordance with, Section 5.2; (b) use commercially reasonable efforts to preserve intact other than (i) in the goodwill ordinary course of business consistent with past practices (including renewals consistent with the terms thereof), (ii) for those Contracts that can be cancelled by Seller or Tribune, as applicable, or any of their respective Subsidiaries without cause (and without penalty) on less than ninety (90) days’ notice or (iii) as permitted by Section 5.1(c)(i), (A) amend or modify in any material respect or terminate (excluding (1) terminations or renewals upon expiration of the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations term thereof in accordance with the Businessterms thereof and (2) renewals for a term of one (1) year or less) any Station Agreement, (B) enter into any Contract that would constitute a Station Agreement if in effect on the date hereof (excluding Contracts with a term of one (1) year or less) or (C) waive, release or assign any material rights, claims or benefits, or grant any material consent, under any Station Agreement; provided, that in no event shall Seller or Tribune, as applicable, or any of their respective Subsidiaries take any action covered by this Section 5.1(b) with respect to any Station Agreement (x) that is or would be a network affiliation agreement or (y) that relates to the receiving or obtaining of Program Rights; (c) continue other than as required by applicable Law or the existing terms of any Employee Plan or Collective Bargaining Agreement in effect on the date hereof, (i) grant or increase any severance or termination pay to maintain any Employee above the Books, Records and Files severance or termination pay that would be due under the severance plans of Seller and its Affiliates exclusively or primarily related to Tribune, as applicable, in effect as of the Business on a basis consistent date hereof; (ii) enter into or amend any employment, severance or termination agreement with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities any Employee or hire any Employee except, in each case, in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation any of the Business as presently conducted; following actions (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method and with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreementhiring new Employees as permitted by clauses (w) and (x) below), settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable taken in the ordinary course of business, business consistent with past practices (and otherwise subject to the Seller’s ability to pursue other restrictions in good faith any bona fide disputes; this Section 5.1(c)); (hw) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose the hiring of any Purchased Assetson-air talent, producer, news director or general manager with annual base compensation equal to or less than $350,000; (x) the hiring of any Employee with an annual base compensation equal to or less than $250,000 in order to fill a vacant position; (y) any promotion or increase in duties and responsibilities of an Employee commensurate with a promotion or an increase in duties and responsibilities; or (z) any Contract renewal upon the expiration of an Employment Agreement for Employees who are not executive officers; provided, that such renewal or extension contains substantially similar terms as those in the Employment Agreement of other than the sale Employees in such positions or similar positions as have been provided by Seller or Tribune, as applicable, or any of Inventory their respective Subsidiaries and other dispositions of assets are made in the ordinary course of business consistent with past practice; ; (iiii) not establish, adopt, terminate or amend any (iA) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person other Employee Plan (including any current plan, agreement or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights arrangement that would be a Employee Plan if in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts effect on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); ) or (nB) not waive, release, assign except as a result of good-faith negotiations with a labor union or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except labor organization in the ordinary course of business consistent with past practice, Collective Bargaining Agreement; (iv) take any action to accelerate the vesting or payment, or fund or secure the payment, of compensation (including any equity-based compensation) or benefits of any Employee under a Employee Plan or otherwise; or (v) except as set forth on Section 5.1(c)(v) of the Disclosure Schedule, grant any increase in compensation, bonus or other payments or benefits payable to any Employee, except for (A) merit and annual salary increases as set forth on Section 5.1(c)(v) of the Disclosure Schedule and (B) short-term annual bonus payments, in each case, in the ordinary course of business consistent with past practices and as permitted by Section 6.2 of this Agreement; (pd) comply in all material respects with all Laws applicable to respect of the Business andBusiness, promptly following receipt thereofmaterially change the methods, give to the Purchaser copies principles or practices of any notice received from financial accounting or annual accounting period, except as required by GAAP or by any Governmental Authority or other Person alleging any violation applicable Law; (e) modify or accede to the modification of any such Laws; andof the Station Licenses if doing so is reasonably likely to be materially adverse to the interests of Buyer and its Subsidiaries after giving effect to the consummation of the transactions contemplated by this Agreement in the operation of the Stations or fail to provide Buyer with a copy of (and a reasonable opportunity to review and comment on) any application for the modification of any of the Station Licenses reasonably in advance of filing with the FCC, except, in each case, as required by Law or as required in connection with the broadcast incentive auction, reassignment and repack conducted by the FCC pursuant to Section 4603 of the Middle Class Tax Relief and Job Creation Act (Pub. L. No. 112- 96, §6403, 000 Xxxx. 000, 225-230 (2012)) (the “Incentive Auction & Repack”); (qf) not take apply to the FCC for any construction permit that would restrict in any material actions respect the Stations’ operations or make any material change in the Purchased Assets that could reasonably be expected to delay is not in the Closing; provided, howeverordinary course of business, except as expressly provided may be necessary or advisable to maintain or continue effective transmission of the Stations’ signals within their respective service areas as of the date hereof, except, in each case as required by Law or as required in connection with the Incentive Auction & Repack; (g) fail to timely make any retransmission consent election with any MVPDs that reported more than 50,000 paid subscribers to Seller, Tribune or any of any of their respective Subsidiaries for September 2018 located in or serving the Stations’ Markets; (h) fail to take any action required to repack or modify any Station as required by the Incentive Auction & Repack; or (i) agree, resolve or commit to do any of the foregoing. Buyer acknowledges and agrees that: (A) nothing contained in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein Agreement shall give PurchaserBuyer or any of its Affiliates, directly or indirectly, the right to control or direct the operations of Seller or Tribune, as applicable, prior to the Closing, (B) prior to the Closing, Seller or Tribune, as applicable, or the Business shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over the operations of the Stations and (C) notwithstanding anything to the contrary set forth in this Agreement, no consent of Buyer shall be required with respect to any matter set forth in this Section 5.1 or elsewhere in this Agreement to the extent that the requirement of such consent would violate any applicable Law.

Conduct of the Business. From the date of this Agreement until the Closing (or hereof until the earlier to occur of the Closing and the termination of this Agreement in accordance with Section 11.1)its terms, except (i) as required by Law, (ii) as expressly required provided by applicable Law, the Ancillary Agreements or as set forth on Schedule 7.1 in Section 4.1 of the Seller Disclosure Schedule, as contemplated by Letter or required to implement this Agreement or any Ancillary Agreement, or (iii) as otherwise waived requested in writing or consented to in writing by Purchaser (Buyer, which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed), Sellers shall (x) cause the Business to be conducted in the Ordinary Course of Business and (y) use reasonable best efforts to preserve intact its business organizations, material assets and the Business’s relationships with Governmental Authorities, customers, suppliers and others having material business dealings with the Business. Without limiting the generality of the foregoing, from the date hereof until the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms, except (i) as required by Law, (ii) as expressly provided by the Ancillary Agreements or as set forth in Section 4.1 of the Seller shallDisclosure Letter or (iii) as otherwise consented to in writing by Buyer, which consent shall not be unreasonably conditioned, withheld or delayed, Sellers shall not permit any of the Transferred Subsidiaries to, or, to the extent within the control of Sellers or any of their Controlled Affiliates by way of consent, approval, veto or other rights with respect thereto, permit the Joint Venture to, and solely with respect to the Business, Sellers shall not, and shall not permit its other Controlled Affiliates to: (a) operate and carry on amend, supplement, restate, modify or rescind the Business certificate of incorporation or by-laws (or other comparable organizational documents) of any of the Transferred Subsidiaries or the Joint Venture in the ordinary course of business consistent with past practicea manner materially adverse to Buyer; (b) use commercially reasonable efforts except (1) as may be required under applicable Law, (2) by any Labor Agreement, or (3) by the terms of any Benefit Plan in existence as of the date of this Agreement and set forth on Section 2.15(a) of the Seller Disclosure Letter, (i) grant, materially increase or decrease, or take any action to preserve intact accelerate the goodwill payment, vesting or funding of, any compensation or benefit, including change in control, incentive, retention severance, termination pay, to any Business Employee or other individual service provider of the Business, other than (A) compensation increases in the Ordinary Course of Business for any Business Employee or individual service provider of the Business and whose annual base compensation does not exceed $150,000 or (B) payments for Grandfathered PTO or (ii) adopt, establish, enter into, amend, modify or terminate any Benefit Plan (or any other benefit or compensation plan, policy, program, agreement or arrangement that would be a Benefit Plan if in effect as of the relationships date hereof) other than (A) any such action in respect of a Seller with its customers, vendors, suppliers, Plan that no current of former Business Employees or other individual service providers of the Business participate in and others having business relations with that would not cause any change to the compensation or benefits of any Business Employee or other individual service providers of the Business, (B) changes to any Benefit Plan that is a group health or welfare plan during the plan’s annual renewal or open enrollment process in the Ordinary Course of Business, (C) any adoption or amendment by Sellers that applies to Sellers and their Controlled Affiliates as a whole, or to one of more of Sellers’ business units as a whole, to the extent generally applied to all substantially similarly situated employees of Sellers or their Controlled Affiliates in a manner that does not disproportionately affect the Business Employees or that could reasonably be expected to materially increase the Liabilities of the Transferred Subsidiaries or (D) routine, immaterial or ministerial amendments that do not materially increase benefits or result in a material increase in administrative costs; (c) continue (A) hire or engage any new Business Employee or other individual service provider of the Business who provides services primarily dedicated or primarily related to maintain the BooksBusiness, Records unless such hiring or engagement is in the Ordinary Course of Business and Files is with respect to employees or service providers having an annual compensation not reasonably expected to exceed $150,000, (B) other than for “cause” and with prompt notice to Buyer, terminate the employment or service of Seller and its Affiliates exclusively any Business Employee or other individual service provider of the Business who provides services primarily dedicated or primarily related to the Business on with annual compensation reasonably expected to exceed $150,000, (C) modify the services of any Business Employee such that he or she ceases to be a basis consistent with past practice; andBusiness Employee, or (D) modify the services of any employee of Seller or its Affiliates who is not a Business Employee such that he or she becomes a Business Employee; (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely mannerenter into, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conductedamend, terminate or otherwise modify any Labor Agreement; (e) perform all issue, sell or grant any Transferred Subsidiaries Interests or equity interests in the Joint Venture, or any other shares of Seller’s material obligations under capital stock of or other voting or equity interests in (including any securities exercisable or exchangeable for or convertible into (including options, restricted equity units, warrants or other equity or equity-based awards), or rights to purchase or subscribe to, shares of capital stock of or other voting or equity interests in) any of the Assigned Contracts in accordance Transferred Subsidiaries or the Joint Venture, or enter into any arrangement or Contract with respect to the terms issuance, sale or grant thereof; (f) refrain from making, changing change in any material respect the accounting policies or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of practices presently used by the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets Transferred Subsidiaries or the Business Business, except as required by GAAP or necessary to conform to changes in a Post-Closing Tax Periodapplicable Law, statutory or regulatory accounting rules or GAAP; (g) pay and discharge all material Liabilities related to effect any merger, consolidation, recapitalization, reclassification, stock split or like change in its capitalization of any of the Purchased Assets as they become due and payable in Transferred Subsidiaries or the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputesJoint Venture; (h) unless required by Law, voluntarily recognize or certify any labor union, labor organization, works council, or group of employees as the bargaining representative for any Business Employees; (i) amend or modify in any material respect or terminate any Material Contract or adopt or enter into a new Contract that would have been a Material Contract if adopted or entered into prior to the date hereof, in each case other than Contracts with customers and suppliers in the Ordinary Course of Business that would not be required to be set forth on Section 2.8(a)(v) or Section 2.8(a)(vi) of the Seller Disclosure Letter (other than those Contracts that would be listed on Section 2.8(a)(v) of the Seller Disclosure Letter solely because they contain most favored nations restrictions on the Business or the Transferred Subsidiaries; provided that (i) in the case of an amendment, modification, extension or renewal of such Contract, such most favored nations restrictions shall be not less favorable to the Business or the Transferred Subsidiaries following such amendment or modification than such obligations contained in the existing Contract with the applicable counterparty and (ii) in the case of an adoption or entry into a new Contract (other than a renewal of an existing Contract), such most favored nations restrictions shall not conflict with or result in a default under any of the other Material Contracts and shall be not less favorable to the Business or the Transferred Subsidiaries than such obligations contained in the form of most favored nations provision set forth on Section 4.1(i) of the Seller Disclosure Letter); (j) incur, create, assume or otherwise become liable for any Indebtedness for borrowed money, other than (i) Indebtedness under the Securitization Facility, the Existing Notes and any refinancing thereof and (ii) any Indebtedness for borrowed money that will be repaid, settled, and/or as to which the Business, as applicable, will be released from obligations thereunder at or prior to the Closing; (k) permit any Lien to be placed on any asset of the Business (other than on Excluded Assets) other than Permitted Liens; (l) make any loan or capital contribution to, or investment in, any Person, except for extensions of trade credit in the Ordinary Course of Business (m) sell, lease, licenseassign, transfer, abandonconvey, pledge, encumber (other than Permitted Encumbrances), fail to maintain lease or otherwise dispose of any Purchased Assetsmaterial tangible properties, rights or assets or Business Real Property of any of the Transferred Subsidiaries, the Business or, solely with respect to the Business, Sellers, in each case other than sales of inventory (including rotables) or disposal of obsolete assets in the Ordinary Course of Business; (n) sell, assign, transfer, convey, license, abandon, permit to lapse or otherwise dispose of any material Transferred Intellectual Property or Transferred Licensed Intellectual Property, except for non-exclusive licenses of Transferred Intellectual Property granted in the Ordinary Course of Business; (o) withdraw, fail to renew, or otherwise dispose of any Owned PMA or Owned DER; (p) (i) make any capital expenditures or commitments for capital expenditures in excess of $500,000 individually or $2,000,000 in the aggregate, other than in accordance with the sale budget of Inventory and other dispositions the Business that has previously been provided to Buyer or (ii) fail to make, materially delay, materially postpone or cancel any capital expenditures or commitments specifically contemplated by the budget of assets in the ordinary course of business consistent with past practiceBusiness that has previously been provided to Buyer; (iq) not (i) exclusively licenseacquire, assign by merger, consolidation, acquisition of stock or transfer any Purchased Business Intellectual Property assets, or any Purchased Business Technology to otherwise, any Person (including or material business, material assets or material division thereof, other than acquisitions of any current raw materials or former employee or consultant inventory in the Ordinary Course of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business TechnologyBusiness; (jr) not grant settle or compromise any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufactureLitigation, or enter into any purchase commitments consent decree or settlement agreement with any Governmental Authority, against or affecting the Business, in each case, other than settlements or compromises of any Litigation that solely involves a monetary payment (and not any ongoing obligation of the Business) where the amount actually paid in settlement or compromise by Sellers or their Controlled Affiliates (net of any amounts to purchase, Inventory which Sellers or their Controlled Affiliates are entitled pursuant to insurance policies) does not exceed $500,000 individually or $1,500,000 in amounts outside the ordinary course of businessaggregate; (ls) use commercially reasonable efforts not fail to keep current and in full force and effect (i) make, revoke, change or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify amend any material benefit or claim under Tax election, (ii) amend any Assigned Contract; material Tax Return, (oiii) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation closing agreement or similar agreement with any such employee Governmental Authority with respect to Income Taxes or other material Taxes, (except for iv) settle or compromise any retention bonus plan which may be mutually agreed between Seller and Purchaser)material Tax Liability, (v) extend or terminate waive (or agree to extend or waive) the employment application of any such employee without causestatute of limitations regarding the assessment or collection of any material Tax, (vi) compromise or surrender any right to claim a refund or credit of any material Taxes or (vii) prepare any Income Tax or other material Tax Return (other than a Parent Tax Group Return) in a manner inconsistent with past practices, except in the ordinary course of business consistent with past practiceas otherwise required by Law; (pt) comply in all material respects with all Laws applicable fail to the Business andmake, promptly following receipt thereofmaterially delay, give to the Purchaser copies of materially postpone or cancel any notice received from any Governmental Authority capital commitment or other Person alleging investment into the joint venture arrangement set forth on Section 4.1(s) of the Seller Disclosure Letter (the “New JV”) specifically contemplated the budget that has previously been provided to Buyer or as otherwise set forth in any violation of any such Laws; anddefinitive agreements entered into in connection with the New JV; (qu) not take hire or engage any material actions that could reasonably be expected Third Party in any territory outside the United States; or (v) authorize, agree, resolve or commit to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms do any of the Agreement, including this Section 7.1foregoing. Nothing contained herein in this Agreement shall give PurchaserBuyer, directly or indirectly, the right to control or direct Sellers’ or any of their Affiliates’ (including the operations of Seller prior to ClosingTransferred Subsidiaries’) business or operations.

Conduct of the Business. From During the date of this period from the Agreement until Date to the Closing (or until the earlier termination of this Agreement in accordance with Section 11.1)Date, except as expressly required by applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as Parties shall and shall cause the Seller Group to (except to the extent expressly contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned CMED or delayed), Seller shall: (aCMED Sub in their reasonable discretion) operate and carry on the SPR Business in the usual, regular and ordinary course, consistent with past practice, in substantially the same manner as heretofore conducted, to pay debts and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other obligations when due, and to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing SPR Business shall be unimpaired. The Seller Parties shall and shall cause the Seller Group to promptly notify CMED and CMED Sub of any event or occurrence not in the ordinary course of business the SPR Business, consistent with past practice; (b) use commercially reasonable efforts to preserve intact the goodwill of the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of any Purchased event which could have a Material Adverse Effect on any Seller Group Member, the Assets, other than the sale of Inventory PRC IP Rights and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandonRelevant IP Rights, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws applicable to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay result in the representations and warranties of the Seller Parties in this Agreement or the Related Agreements not being true and correct as of the Closing; provided, however, except as expressly provided in or prevent the Seller Group from performing or cause the Seller Group not to perform the Seller Parties covenants under this Section 7.1, nothing in this Section 7.1 shall prohibit Seller Agreement or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to ClosingRelated Agreements.

Conduct of the Business. From the date of this Agreement hereof until the Closing (or until the earlier termination of this Agreement in accordance with Section 11.1)7.1, Seller shall cause the Transferred Companies to: (x) conduct the Business in all material respects in the ordinary course consistent with past practice; and (y) use their reasonable best efforts to preserve intact the Business and the current relationships and goodwill of the Transferred Companies with customers, suppliers, contractors, licensors, employees, agents, producers, distributors, insureds, Insurance Regulators and others having business dealings with them. Without limiting the generality of the foregoing, from the date hereof until the Closing or the termination of this Agreement in accordance with Section 7.1, except as otherwise expressly permitted or required by applicable Law, this Agreement or as set forth on Schedule 7.1 in Section 4.1 of the Seller Disclosure ScheduleLetter, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to in writing by Purchaser without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shallshall cause the Transferred Companies not to: (a) operate and carry on (i) split, combine or reclassify any of its outstanding capital stock or issue or authorize the Business issuance of any other securities in respect of, in lieu of or in substitution for shares of its outstanding capital stock or (ii) purchase, redeem or otherwise acquire any shares of outstanding capital stock of the ordinary course Transferred Companies or any rights, warrants or options to acquire any such shares, other than, in each case, any such transaction solely involving Transferred Companies following which each Transferred Company remains a direct or indirect wholly owned Subsidiary of business consistent with past practiceSeller; (b) use commercially reasonable efforts to preserve intact the goodwill issue, sell, grant, pledge or otherwise encumber any shares of capital stock of any of the Business and the relationships Transferred Companies, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities, other than, in each case, any such transaction solely involving Transferred Companies following which each Transferred Company remains a direct or indirect wholly owned Subsidiary of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the BusinessSeller; (c) continue amend its Organizational Documents in a manner that would be adverse to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; andBuyer’s interests; (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain license or otherwise dispose of any Purchased Assets, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant by way of Seller or any contractor or commercial partner of Seller); and (iireinsurance) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract assets (other than terminations or expirations at Investment Assets, which are the end subject of clause (y) of this Section 4.1) of any of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without causeTransferred Companies, except in the ordinary course of business consistent with past practice; (pe) comply enter into any Contract with respect to any merger, consolidation, liquidation, dissolution or business combination (including any acquisition of assets or liabilities comprising a business or a segment, division or line of business) involving any of the Transferred Companies; (f) purchase, sell, lease, pledge, exchange, encumber or otherwise dispose or acquire any property or assets (other than transactions occurring in all the ordinary course of business consistent with past practice and other than Investment Assets, which are the subject of clause (y) of this Section 4.1) for which the aggregate consideration paid or payable in any individual transaction is in excess of $2,000,000 or in the aggregate in excess of $7,500,000; (g) (i) amend, extend, renew or otherwise modify in any material respects respect any of the Leases, (ii) assign or sublease any material portion of any of the Leased Real Property or (iii) enter into any new lease, terminate any lease or buy any real property; (i) modify or amend in any material respect or terminate any material Contract, (ii) waive, release or assign any material rights or claims under any material Contract or (iii) enter into any material Contract, in each case other than in the ordinary course of business consistent with all Laws applicable past practice; or (x) modify, amend or terminate any OB Contract or (y) waive, release or assign any rights or claims under any OB Contract; (i) incur any financial Indebtedness for borrowed money from third party lending sources (other than current trade accounts payable incurred in respect of property or services purchased in the ordinary course of business consistent with past practice) or assume, grant, guarantee or endorse, pledge or otherwise secure any assets or property or otherwise as an accommodation become responsible for (whether primary or secondary) the obligations of any Person (other than a Transferred Company), or make any third party loans or advances (other than, in each case, in the ordinary course of business consistent with past practice), for individual amounts in excess of $1,000,000 or in the aggregate in excess of $2,000,000; (j) default under any Indebtedness, or fail to pay or satisfy when due any Liability, of any of the Transferred Companies in excess of $500,000 (other than any such Liability that is being contested in good faith); (k) forgive, cancel or compromise any material debt or claim or waive or release any right, in each case other than in the ordinary course of business consistent with past practice or pursuant to an Insurance Contract; (l) enter into any new line of business; (m) make any capital expenditures in excess of $2,000,000 individually or $5,000,000 in the aggregate (not including those made in the ordinary course of business); (n) voluntarily abandon any material Permit, except to the Business andextent required in order to comply with applicable Law, promptly following receipt thereofor voluntarily terminate, give fail to renew or permit to lapse any material Permit; (o) settle or compromise or agree to the Purchaser copies dismissal of any Litigation or threatened Litigation (in each case, except for claims under any insurance policies within applicable policy limits that do not allege bad faith), other than any settlement or compromise that involves solely cash payments of less than $5,000,000 in any individual case or of less than $10,000,000 in the aggregate (provided that Seller shall provide prior written notice received from any Governmental Authority or other Person alleging any violation to Buyer of any such Laws; andsettlement or compromise that involves solely cash payments in excess of $2,000,000 in any individual case); (p) other than in the ordinary course of business consistent with past practice, dispose of, permit to lapse, abandon, dedicate to the public domain, waive, release or assign any rights, or settle any claims, or permit the creation of any material Lien with respect to any Intellectual Property material to the Business; (q) not take (i) establish, adopt, amend or terminate any Company Benefit Plan or any arrangement which upon its establishment or adoption would constitute a material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller Company Benefit Plan or its Affiliates from conducting their businesses, including the Business(ii) materially amend or terminate any related material insurance policy or related material vendor contract, in their reasonable discretion provided it shall comply either case except (A) in the ordinary course of business consistent with past practice or (B) as may be required by applicable Laws or pursuant to the terms of any Company Benefit Plan as in effect on the Agreementdate hereof; (r) make or promise to make any material bonus, profit-sharing or similar payment, or fund, increase or accelerate the vesting, payment or amount of wages, salary, commissions, fringe benefits, severance benefits, deferred compensation or other compensation or benefits (including equity-based compensation, whether payable in cash or otherwise) or remuneration payable to, or for the benefit of, any Employee, in each case except (i) as required by applicable Law or the terms of any Company Benefit Plan as in effect on the date hereof and (ii) with respect to Employees other than the LTIP Employees, to the extent such action is (x) not material or (y) made in the ordinary course of business consistent with past practice (including in connection with promotions and employee review cycles consistent with past practice); (i) terminate the employment of any Key Employee (other than for cause) or hire any new employee who would be, upon hiring, a Key Employee or (ii) enter into a collective bargaining agreement or similar labor agreement with respect to any Employees or renew, extend or renegotiate any existing collective bargaining agreement or similar labor agreement with respect to any Employees, except, in the case of this Section 7.1. Nothing contained herein shall give Purchaserclause (ii), directly as may be required by applicable Law; (i) settle or indirectly, compromise any Tax Audit or forgo the right to control any refund of Taxes; (ii) change any of the Transferred Companies’ methods, policies or direct practices of Tax accounting or methods of reporting income or deductions for Tax purposes from those employed in the operations preparation of Seller prior its most recently filed Tax Return; (iii) amend any Tax Return of or with respect to Closingany of the Transferred Companies; (iv) enter into any agreement with a Tax Authority with respect to any Transferred Company, or terminate any agreement entered into with a Tax Authority with respect to any Transferred Company that is in effect as of the date hereof; (v) alter or make any Tax election; (vi) request a ruling relating to Taxes; (vii) grant any power of attorney relating to Tax matters; or (viii) prepare any Tax Return in a manner that is not consistent with past practices; (u) terminate, cancel or amend, or cause the termination, cancellation or amendment of, any material insurance coverage (and any surety bonds, letters of credit, cash collateral or other deposits related thereto required to be maintained with respect to such coverage) maintained by the Transferred Companies that is not replaced by comparable insurance coverage; (v) change in any material respect the terms for, or policies with respect to, the payment of commissions to any of its insurance agents, brokers or producers; (w) enter into any reinsurance commutations (other than as contemplated by Section 4.16 and the Commutation Agreement), or enter into, amend, modify or otherwise revise any reinsurance agreement or treaty that results in a material change in risk or coverage; (x) make any material change in its underwriting, reinsurance, claims administration, selling, reserving, Tax or financial accounting policies, guidelines, practices or principles (other than any change required by a change in applicable Laws, GAAP or SAP or, in respect of underwriting or claims administration policies, guidelines, practices or principles, in the ordinary course of business consistent with past practice); (y) other than as set forth in Schedule 4.1(y), amend or otherwise change the Investment Guidelines or make any investment or manage its Investment Assets other than in compliance with the Investment Guidelines; (z) during the period from the date hereof to the Closing Date, spend less than 90% (without the consent of Buyer) or more than 100% (without the consent of Seller), in the aggregate, of the advertising spending called for during such period by the advertising plan set forth on Schedule 4.1(z) (for purposes of calculating such aggregate percentage, the spending called for in any period by such advertising plan that is not fully completed between the date hereof and the Closing Date shall be determined on a pro rata basis based on the number of days of such partial period that actually elapsed between the date hereof and the Closing Date), with the actual amount of such spending within such limits being determined by the management of the Transferred Companies in its sole discretion; or (aa) agree or commit to do any of the foregoing.

Conduct of the Business. From the date of this Agreement hereof until the Closing (or until the earlier termination of this Agreement in accordance with Section 11.1)Date, except (i) as expressly required contemplated by applicable Law, (ii) as set forth on Schedule 7.1 of otherwise expressly provided by the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary AgreementTransaction Documents, or as otherwise waived or consented to in writing by Purchaser (iii) with Buyer’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall, and shall cause its Subsidiaries to, conduct the Business in the ordinary course consistent with past practice (including with respect to the timely collection of accounts receivable and payment of accounts payable in the ordinary course consistent with past practice) and shall use its commercially reasonable efforts to: (x) preserve intact the present business organizations and goodwill of the Business, (y) preserve the present relationships of the Business with suppliers and other business partners and keep available the services of its present officers and key employees who are Business Employees, and (z) maintain the properties and Equipment related to the Business in good repair and operation condition (subject to normal wear). Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except (i) as expressly contemplated by applicable Law, (ii) as otherwise expressly provided by the Transaction Documents, (iii) as set forth on Schedule 5.01, or (iv) with Buyer’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), with respect to the Business, Seller shall not and shall cause its Subsidiaries not to: (a) operate sell, lease, license, transfer, abandon, fail to renew or otherwise dispose of any Purchased Assets or IPCo Intellectual Property (or any interests therein) except (i) pursuant to existing Material Contracts, (ii) sales of inventory or sales, transfers or other dispositions of other immaterial assets, (iii) non-exclusive licensing of Business Intellectual Property and carry IPCo Intellectual Property in the ordinary course of business consistent with past practice, (iv) abandonment of or failure to renew Business Intellectual Property or IPCo Intellectual Property of de minimis value or (v) Permitted Non-Operating Restaurant Sales in accordance with the terms hereof; (b) create, incur, permit, allow or take any action to create any Lien on any Business Real Property, any other Purchased Asset or IPCo Intellectual Property, other than Permitted Liens; (c) (i) permit, authorize or incur any capital expenditures with respect to the Business, except: (A) as disclosed in Schedule 5.01(c), (B) pursuant to existing Material Contracts, (C) in accordance with the capital expenditures budget for the Business previously provided to Buyer or (D) for capital expenditures that do not exceed $250,000 individually or $1,000,000 in the aggregate or (ii) fail to make capital expenditures set forth in such budget in the ordinary course of business consistent with past practice; (bd) use commercially reasonable efforts to preserve intact the goodwill of implement any new, or modify any existing, coupon or promotional offer program in a manner which is inconsistent with such programs offered by the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related prior to the Business on a basis date hereof in the ordinary course consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of any Purchased Assets, other than the sale levels of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (if) not (iother than in connection with actions permitted by Section 5.01(c) exclusively licenseor as otherwise contemplated by this Agreement, assign make any loans, advances or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandoncapital contributions to, or permit to lapse investments in, any rights other Person or make, issue, assume or guarantee any Indebtedness, in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent each case, with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related respect to the Business; (m) not amendBusiness and that would be an Assumed Liability, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except advances to employees in the ordinary course of business consistent with past practice; (pg) comply (i) enter into any Lease (including any associated Lease Guarantees) or (ii) enter into any Restaurant Contract that would be required to be disclosed in all material respects Schedule 3.08 if such Restaurant Contract were in place as of the date of this Agreement, other than any such Restaurant Contract entered into in the ordinary course of business consistent with all Laws past practice and other than any Replacement Contract that is “substantially similar” (as defined in Section 5.05) to the applicable Shared Contract; (h) except as required by Law, amend or otherwise modify, terminate, cancel, extend or waive any benefits under any Material Contract (other than purchase orders in the ordinary course of business consistent with past practice) or Lease, other than any renewal entered into in the ordinary course of business consistent with past practice upon the expiration of such Material Contract or such Lease, in each case on terms no less favorable to the Business andthan in effect prior to such renewal or termination in the ordinary course of business consistent with past practice upon the expiration of such Material Contract or such Lease in accordance with its terms, promptly following receipt thereof, give and excluding any Material Contract that is terminated in connection with a Permitted Non-Operating Restaurant Sale prior to the Purchaser copies Closing in accordance with the terms hereof; (i) enter into any Replacement Contract, other than any Replacement Contract that is “substantially similar” (as defined in Section 5.05) to the applicable Shared Contract; (j) purchase or sell any real property (including, without limitation, any land or material improvement thereon) or any interest therein other than a Permitted Non-Operating Restaurant Sale in accordance with the terms hereof; (k) cancel or forfeit any Permit or take any action or fail to take any action with the purpose or having the effect of causing any Permit not to be in full force and effect; (l) enter into any Contract or Lease that limits or otherwise restricts the Business after the Closing Date from engaging or competing in any line of business, in any location or with any Person; (m) waive, release, assign, cancel, compromise, settle, or offer or propose to settle, any Action involving the Business or relating to the transactions contemplated by this Agreement, other than any Excluded Liability and other than any workers’ compensation claims, unless (1) the amount involved in such waiver, release, assignment, compromise, settlement or offer to settle does not exceed $100,000 individually or $1,000,000 in the aggregate and (2) such waiver, release, assignment, compromise, settlement or offer to settle does not impose any injunctive or other non-monetary relief or criminal fines relating to the Business and does not impose any sanction or restriction upon the conduct or operation of the Business; (n) with respect to any Purchased Assets, make or change any material Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, amend any Income Tax or other material Tax Return, enter into any closing agreement, settle any material Tax claim, audit or assessment, or take any affirmative action to surrender any right to claim a material Tax refund, in each case except if such action will have no effect on the Tax Liability of Buyer or any of its Affiliates in a Post-Closing Tax Period; (o) make any change in any method of accounting or accounting practice of Seller or any of its Subsidiaries with respect to the Business, except for any such change required by reason of a change in GAAP or applicable Law; (p) except as set forth in Schedule 5.01(p), (i) negotiate or enter into any collective bargaining agreement or any employment, deferred compensation, severance, retirement or other similar agreement with or relating to any Business Employee for which Buyer or its Affiliates could have any Liability (or any amendment to any such existing agreement), (ii) other than as provided under any severance plan, policy or agreement in effect on the date of this Agreement that covers such Business Employee and is disclosed in the Disclosure Schedule, grant any new severance or termination pay to any Business Employee, (iii) increase the compensation payable, or grant any equity-based award, or grant or pay any fringe benefit or any bonus, severance, retention or termination amount, to any Business Employee other than promotions, merit based increases and/or market adjustments in the ordinary course of business consistent with past practices or as required by Law or the terms of any notice received from any Governmental Authority Employee Plan or other Person alleging any violation Contract in effect on the date of this Agreement and that is disclosed in the Disclosure Schedule (it being understood that the payment in the ordinary course of business consistent with past practice prior to the Closing Date of any bonus, fringe benefit, severance or termination amount pursuant to the terms of an Employee Plan in effect on the date of this Agreement shall not be prohibited by this subclause (iii) even though Seller may not be legally obligated to make such Laws; andpayment), (iv) implement any employee layoffs that would require Seller to provide any notification to any Business Employee under the WARN Act if Buyer could have any Liability in connection therewith, or (v) hire or terminate any officer, employee or other service provider of the Business with annual base compensation in excess of $150,000, other than a termination for cause; (q) except as set forth in Schedule 5.01(q), to the extent required under the terms of any Employee Plan, or as required by Law, (i) adopt, amend or terminate any Employee Plan (or plan, policy agreement or arrangement that would be an Employee Plan if in effect on the date hereof), except (A) as may be implemented with respect to Seller’s employees generally, provided that any such adoptions, amendments or termination of Employee Plans need not take be considered by Buyer in fulfilling its obligations under Section 7.01 and Section 7.02 of this Agreement and (B) for immaterial amendments to Employee Plans that would not result in material Liability to Buyer, or (ii) exercise any discretion to accelerate the vesting or payment of any compensation or benefit under any Employee Plan; (r) amend, modify, adopt, approve, consent to or propose any change in the respective Organizational Documents of Seller or its Subsidiaries; (s) make any material actions acquisition of any business that could reasonably would constitute Purchased Assets; (t) close or shutdown any Restaurant or permit any Restaurant to be expected to delay closed or shutdown other than in the Closing; ordinary course of business consistent with past practice or for repairs or remodels as set forth on Schedule 5.01(t), provided, howeverfurther, that without the prior written consent of Buyer, neither Seller nor its Subsidiaries shall close or shut down any Restaurant in contravention of restrictions against such closure recorded against title or contained in the applicable Leases for such Restaurant, as applicable; (u) take or consent to any action before any Governmental Authority, the intent or effect of which would be to change the present zoning of or other land use limitations, upon any of the Business Real Property, or its potential use; (v) disclose or agree to disclose to any Person, other than Representatives of Seller, any trade secret material to the Business, except in the ordinary course of business consistent with past practice; or (w) agree or commit to do any of the foregoing. BE Partner owns one hundred percent (100%) of the equity interests of IPCo and Seller shall not permit BE Partner to transfer any equity interest of IPCo to any other Person, including Seller’s other Subsidiaries and Affiliates. Except as expressly provided in this Section 7.1Agreement or the IPCo LLC Agreement, Seller shall not permit IPCo to become an obligor or guarantor under, or otherwise subject to, any Indebtedness and shall not permit IPCo to conduct any operations or own any assets or Liabilities other than (i) the IPCo Intellectual Property or (ii) any assets or Liabilities incidental to its ownership of the IPCo Intellectual Property and its status as a bankruptcy remote special purpose entity. For the avoidance of doubt, Seller shall be permitted to (i) collect all cash from the Restaurants prior to the Closing Date and (ii) receive and retain all payments related to the Business prior to the Closing Date. Without in any way limiting any Party’s rights or obligations under this Agreement, the Parties agree that prior to Closing nothing contained in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein Agreement shall give Purchaser, directly or indirectly, Buyer the right to control or direct the operations operation of Seller prior to Closingthe Business.

Conduct of the Business. From the date of this Agreement until the Closing (or until the earlier termination of this Agreement in accordance with Section 11.1), except a) Except (i) as expressly provided by this Agreement, (ii) as set forth in Section 6.1(a) of the Company Disclosure Letter, (iii) as required by applicable Law, as set forth on Schedule 7.1 (iv) for the taking of reasonable steps in response to any extraordinary Event described in clause (vi) of the Seller Disclosure Schedule, as contemplated by definition of Material Adverse Effect in a manner consistent with other Persons operating in the industries or required to implement this Agreement or any Ancillary Agreementmarkets in which the business of the Purchased Companies operates and taking into account the Purchased Companies’ facts and circumstances, or as otherwise waived or consented to in writing by (v) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), between the Execution Date and the earlier of (A) the termination of this Agreement in accordance with Article XI and (B) the Closing (the “Pre-Closing Period”), the Company shall, and Seller shalland the Company shall use their respective commercially reasonable efforts to cause each of the Purchased Companies to, (1) conduct the Purchased Companies’ business in the ordinary course and in compliance with all applicable Laws, Contractual obligations and the terms of this Agreement and (2) preserve substantially intact each Purchased Company’s present business organization, including using commercially reasonable efforts to (x) maintain all of such Purchased Company’s Assets in good operating condition and repair, ordinary wear and tear excepted, (y) keep available each Purchased Company’s current Service Providers, agents and advisors, and (z) maintain each Purchased Company’s business relationships and the goodwill of each Purchased Company’s customers, suppliers, strategic partners, vendors, distributors, resellers, landlords, creditors and others having material business relationships with any Purchased Company. (b) Without limiting the generality of Section 6.1(a), and except (1) as otherwise expressly provided in this Agreement, (2) as set forth in Section 6.1(b) of the Company Disclosure Letter, (3) as required by applicable Law, (4) for the taking of reasonable steps in response to any extraordinary Event described in clause (vi) of the definition of Material Adverse Effect in a manner consistent with other Persons operating in the industries or markets in which the business of the Purchased Companies operates and taking into account the Purchased Companies’ facts and circumstances, or (5) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, the Company will not, and Seller and the Company will not permit any Purchased Company to: (ai) operate (A) amend, modify, or waive any provision of any Organizational Document of the Company, or (B) amend, modify, or waive in a manner material and carry adverse to Purchaser any provision of any Organizational Document of any Purchased Company (other than the Company); (ii) fail to maintain in effect on substantially similar terms, allow to lapse, or terminate (including by failure to pay any required premiums or other fees, costs, or expenses), or otherwise materially change or alter any Insurance Policy; (iii) declare, set aside, or pay any dividend or other distribution (whether in cash, stock, debt, or property or any combination thereof) in respect of any Securities of any Purchased Company (other than cash dividends from any wholly owned Subsidiary of the Company to the Company or to another wholly owned Subsidiary of the Company); (iv) create, incur, assume, or guarantee any Indebtedness, except (A) the incurrence of Indebtedness of the type described in clauses (h), (i), (j), or (k) of the definition thereof, (B) Indebtedness incurred under the Cerberus Credit Agreement in accordance with its terms for general corporate or working capital purposes, (C) letters of credit issued pursuant to the Cerberus Credit Agreement in accordance with its terms for general corporate or working capital purposes, (D) Indebtedness solely between or among the Purchased Companies or (E) with respect to any Indebtedness not in accordance with clauses (A) through (D), for any Indebtedness not to exceed $100,000 in the aggregate outstanding at any one time; (v) sell, pledge, dispose of, grant, transfer, lease, sublease, license, guarantee, mortgage, or create or permit to be created an Encumbrance (other than a Permitted Encumbrance) upon, or authorize the sale, pledge, disposition, grant, transfer, lease, sublease, license, guarantee, or mortgage of or creation of an Encumbrance (other than a Permitted Encumbrance) upon, any Assets, Securities, interests, or businesses of any Purchased Company (excluding the Owned IP, provision for which is made in Section 6.1(b)(xii)), other than any sale of inventory (including any finished goods or work in process) or obsolete equipment in the ordinary course of business; (vi) form any Subsidiaries or acquire (including by merger, consolidation, or acquisition of stock or assets) any interest in any Person or its business or any division thereof or any assets for consideration in excess of $250,000; (vii) issue, sell, transfer, pledge, charge, dispose of, split, combine, reclassify, redeem, repurchase, acquire (directly or indirectly), or Encumber (other than Encumbrances required by the terms of the Cerberus Credit Agreement as in effect on the Business Execution Date) any Capital Stock or other Securities of any Purchased Company or issue or grant any equity-based or equity-linked interests or awards with respect to any Purchased Company, or offer to do any of the foregoing; (viii) (A) change any Purchased Company’s financial accounting principles, methods or policies, except as required by a change in GAAP as advised by the Company’s independent public accountants or any applicable Law; (B) change any Purchased Company’s annual Tax accounting period; (C) make, change, or revoke any material Tax election or material method of Tax accounting, (D) file any amendment to any Tax Return; (E) settle or compromise any Tax Proceeding in respect of Taxes; (F) enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. Law) or file any request for rulings or special Tax incentives with any Taxing Authority; (G) surrender any material refund of Taxes; or (H) consent to extension or waiver of the statute of limitations period applicable to any Tax Proceeding or Tax assessment; (ix) except as required (x) to comply with applicable Law, or (y) by the terms of any Employee Benefit Plan in effect on the Execution Date: (A) adopt, enter into, materially amend, or terminate any material Employee Benefit Plan or any plan, policy, program, agreement, or arrangement that would have been a material Employee Benefit Plan had it been in effect on the date hereof, (B) grant any bonus, commission, or other incentive compensation to any Service Provider, (C) increase the base salary or materially increase the benefits of any Service Provider, (D) accelerate the vesting or payment of any compensation or benefits to any Service Provider, whether or not under an Employee Benefit Plan, or (E) terminate (other than for cause), hire, or promote any Key Employee or Management Employee; (x) adopt, enter into, engage in negotiations for, terminate, or amend any collective bargaining agreement; (xi) (A) enter into any Contract that if in effect on the Execution Date would be a Material Contract pursuant to clause (iv), (xii) or (xxii) of Section 4.10(a), (B) enter into any Contract (to the extent not described in clause (A)) that, if in effect on the Execution Date would be a Material Contract entered into outside of the ordinary course of business consistent with past practice, (C) materially amend or modify or terminate (partially or completely) any Material Contract or any Contract that if in effect on the Execution Date would be a Material Contract, or (D) waive, release, or assign any material rights, claims, or benefits of a Purchased Company under any Material Contract or any Contract that if in effect on the Execution Date would be a Material Contract; (bxii) use commercially reasonable efforts to preserve intact the goodwill of the Business and the relationships of Seller with its customersgrant any rights to, vendors, suppliers, Business Employees and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of make available any Purchased AssetsOwned IP, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology non-exclusive licenses to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit Owned IP granted to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices customers in the ordinary course of business; (kxiii) (A) fail to maintain, or allow to lapse, or abandon, including by failure to pay the required fees in any jurisdiction, any Owned Registered IP, other than in the ordinary course of business regarding Owned Registered IP that is not manufacturematerial to the conduct of the business of any Purchased Company, and (B) disclose to any other Person any trade secrets included in the Owned IP other than pursuant to an enforceable written agreement obligating such Person to maintain the confidentiality thereof; (xiv) commence any material Action, or enter into any purchase commitments settlement, or offer or propose to purchaseenter into any settlement, Inventory of any Action or claim (whether against a Purchased Company or any other Person), except for settlements that (A) are in amounts that do not exceed $100,000 individually or $250,000 in the aggregate, (B) do not involve any material non-monetary obligations, and (C) do not relate to this Agreement or the Transactions; (xv) (A) adopt any plan of merger, consolidation, reorganization, liquidation, or dissolution or (B) file a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against any Purchased Company under any similar Law; (xvi) incur any capital expenditures or any obligations or Liabilities in respect thereof, except for capital expenditures (or any series of related capital expenditures) that do not exceed $100,000 individually or $250,000 in the aggregate to the extent not set forth in the Company’s capital expenditure budget set forth on Section 4.9(m) of the Company Disclosure Letter; (xvii) make any loans, advances, capital contributions, investments, or guarantees to, in, or for the benefit of any other Person, other than (A) travel and business advances to Service Providers made in the ordinary course of business or consistent with past practice or (B) loans, advances, capital contributions, investments, or guarantees solely between or among the Purchased Companies; (xviii) enter into any new line of business outside its and their existing businesses as of the Execution Date; (xix) enter into or modify any Affiliate Arrangement (other than offer letters, employment agreements, individual consulting agreements, individual contracting or service agreements, indemnification agreements, employment-related restrictive covenant agreements and employment-related Intellectual Property assignment agreements, in each case, entered into in the ordinary course of business; (l) use commercially reasonable efforts not fail or make any material payment or incur any liability pursuant to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract such Affiliate Arrangement (other than terminations or expirations at the end as required thereunder as of the stated term after the date hereof); (nxx) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except other than in the ordinary course of business consistent business, make any change to a Purchased Company’s policies or practices with past practice;respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable or other current assets (including any acceleration or delay or deferral of the payment or collection thereof and offering any discount, accommodation or other concession in order to accelerate or induce the collection of, any receivables); or (pxxi) comply agree, in all material respects with all Laws applicable writing or otherwise, to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closingforegoing actions.

Conduct of the Business. From In order to preserve the value of the Included Assets, the Seller Group hereby covenants (i) that since the Balance Sheet Date it has conducted the Business in the ordinary and usual course and (ii) that from the date of hereof until the Closing, and except as contemplated by this Agreement (in which case the Seller Group shall promptly notify Nortel Networks of the action taken or to be taken) or expressly consented to by the Purchaser Group, the Seller Group undertakes to conduct the Business in the ordinary and usual course, and to use its reasonable best efforts to preserve intact the Business as conducted as of the Balance Sheet Date. Without limiting the generality of the foregoing, from the date hereof and until the Closing (or until the earlier termination of this Agreement in accordance with Section 11.1), except as expressly required by applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shallGroup will: (a) operate use reasonable best efforts to maintain the assets and carry properties of the Business in reasonably good working order and condition, ordinary wear and tear excepted; (b) use reasonable best efforts to maintain adequate insurance upon the properties and assets of the Business in such amounts and of such kinds as are comparable to those in effect on the Business date of this Agreement; (c) use reasonable best efforts to keep available (subject to dismissals and retirements in the ordinary course of business consistent with past practice), the services of the current officers and employees of the Business; (bd) use commercially reasonable best efforts to preserve intact the goodwill of the Business and the current advantageous relationships of Seller with its customers, vendors, suppliers, Business Employees and others Persons having business relations dealings with the Business; (ce) continue use reasonable best efforts to maintain its Books and Records in the Booksordinary course, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue , comply in all material respects with all Laws and contractual obligations applicable to make all necessary and material filings and payments with Governmental Authorities in connection with the Included Assets or the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s its material obligations under relating to the Assigned Contracts in accordance with the terms thereofBusiness; (f) refrain from makingnot, changing except as required by the terms of an employment contract entered into prior to the date of this Agreement except (in the case of non-executive officers and other employees only) in the ordinary course of business consistent with past practice, make any increase in the salary, wages or revoking other compensation of any Tax election; refrain from adopting officer or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver Employee of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax PeriodBusiness; (g) pay and discharge all material Liabilities related not adopt, enter into, terminate or materially amend or modify any Employee Plan relating to the Purchased Assets as they become due and payable in the ordinary course of businessBusiness, subject except to the Seller’s ability extent required by applicable law or expressly consented to pursue in good faith any bona fide disputesby the Purchaser Group; (h) not sell, lease, license, transfer, abandon, pledge, encumber (modify or change in any material respect any Contract relating to the Business other than Permitted Encumbrances)in the ordinary course of business consistent with past practice, fail or enter into any Contract relating to maintain or otherwise dispose of any Purchased Assets, the Business other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacturemake, or enter into any purchase commitments to purchasemake, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (capital expenditures other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (pj) comply not sell, transfer, or otherwise dispose of or voluntarily encumber any fixed asset of the Business other than in all the ordinary course of business, consistent with past practice; (k) not sell, transfer, or otherwise dispose of or voluntarily encumber or agree to sell, transfer, or otherwise dispose of or voluntarily encumber, any prospects; (l) not sell, transfer, license or otherwise dispose of, any Intellectual Property; (m) not settle any lawsuit or claim if such settlements of lawsuits and claims impose any continuing liability or non-monetary obligation on the Business, the Contracts, the Assigned Intellectual Property or any of the Included Assets or if such settlement payments (net of any insurance recoveries) exceeds the reserves therefor set forth in the Balance Sheet unless such lawsuit or claim is not an Assumed Liability and other than the settlement of claims listed in Schedule 3.10; (n) not enter into or agree to enter into any employment agreement or collective bargaining agreement for the benefit of the employees of the Business or amend or modify or agree to amend or modify any existing employment or collective bargaining agreement for the benefit of the employees of the Business; (o) not make any material respects with all Laws applicable changes in the Seller Group's accounting methods, practices or procedures as they relate to the Business and(except as required by GAAP and approved in writing by the Seller Group's independent accountants); (p) not make any changes in the Seller Group's methods, promptly following receipt thereofpractices or procedures relating to accounts receivable, give accounts payable or credit policies of the Business (including without limitation extending its trade receivables or making any changes to the Purchaser copies of any notice received from any Governmental Authority its receivables write-off policies or other Person alleging any violation of any such Laws; andchanging its payables cycle policies); (q) not take make any material actions that changes in its marketing programs, sales promotion, pricing policies or product lines relating to the Business; (r) not enter into any other material transaction relating to the Business; (s) not submit any bid or proposal in respect of the provisions of goods or services by Telrad outside Israel (other than to the Purchaser Group) without the prior consent of Nortel; (t) not submit any bid or proposal in respect of the provisions of goods or services by Telrad within Israel (other than to the Purchaser Group) which could reasonably be expected deemed to delay be uneconomic for the Closing; providedBusiness as a separate business unit, howeverand (u) not enter into any agreement to do or engage in any of the foregoing. Notwithstanding the above, except as expressly the Seller Group shall be entitled (A) to offer incentives to employees and customers in order to accelerate the completion of supply and installation of products or services under the Contracts and (B) to negotiate with customers to split the projects under the Contracts in order to be able to complete discrete phases, provided in this Section 7.1each case that any such actions shall not result in (i) any material adverse on the relationship with the customer, nothing (ii) any material adverse impact on market price expectations, (iii) any material adverse change in this Section 7.1 shall prohibit Seller the pricing or its Affiliates from conducting their businessesother expectations of such customer, including (iv) a price discount or reduction exceeding 5% of the BusinessContract value (or, in their reasonable discretion provided it shall comply with the terms case the Contract is split into phases, of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, value of the right to control or direct the operations of Seller prior to Closingcompleted phase).

Conduct of the Business. From the date of this Agreement until hereof through the Closing (or until the earlier termination of this Agreement in accordance with Section 11.1), except as expressly required by applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed)Date, Seller shall: shall (unless Seller receives Purchaser's written consent) (a) operate conduct its business relating to the Purchased Assets and carry on Assumed Liabilities in the Business usual, regular and ordinary course consistent with past practice, (b) use its best efforts to maintain and preserve intact its relationships generally with its Bank Employees and Customers; provided, however, that any salary increases with respect to Bank Employees shall be in the ordinary course of business consistent with Seller's past practice; (b) use commercially reasonable efforts to preserve intact the goodwill of the Business and the relationships of Seller with its customerspractices, vendors, suppliers, Business Employees and others having business relations with the Business; (c) continue take no action which would adversely affect the ability of any party hereto to maintain the Booksobtain any Regulatory Approval or to perform its covenants and agreements under this Agreement, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and perform its material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely mannerobligations, commitments, and use commercially reasonable efforts contracts relating to maintain in effect all material Permits required for the ongoing operation of the Business Branch except as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts modified in accordance with the terms thereof; of this Agreement, (e) not modify or terminate any material contract obligations relating to the Business, except in accordance with their contractual terms and in accordance with customary and past practice, (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or operate the Business in a Post-Closing Tax Period; material compliance with all current legal or statutory provisions, (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of any Purchased Assets, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any liabilities of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, Branch except in the ordinary course of business consistent with past practice; , (ph) comply in all material respects not materially alter any of its policies or practices between the date of this Agreement and the Closing Date with all Laws applicable respect to the Business andrates, promptly following receipt thereoffees, give charges, or level of services available at or to Customers of the Branch except for such alterations as may be instituted generally for similar branch offices of Seller and in accordance with ordinary course of business consistent with past practice, and (i) not make any capital expenditures in excess of $10,000 with respect to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) Branch without Purchaser's written consent, which will not take any material actions that could reasonably be expected to delay the Closingunreasonably withheld; provided, howeverhowever that Seller shall be under no obligation to advertise or promote new or substantially new customer services in the principal market area of, except as expressly provided in this Section 7.1or for the benefit of, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business; provided, further, that Seller shall pay interest on the Deposit Liabilities at rates which are determined in their reasonable discretion provided it shall comply the ordinary course of business consistent with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to ClosingSeller's past practices.

Conduct of the Business. From the date of this Agreement until the Closing (or until the earlier termination of this Agreement in accordance with Section 11.1), except as expressly required by applicable Law, Except as set forth on Schedule 7.1 6.3, as otherwise required or contemplated hereby or with the written consent of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to in writing by Purchaser Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Seller the Sellers and the Transferred Subsidiaries shall: : (a) maintain and operate the tangible Purchased Assets in good operating condition and carry on repair, ordinary wear and tear excepted; (b) operate the Business in the ordinary course of business business, in substantially the same manner as conducted prior to the date hereof, including with respect to managing current assets and current liabilities in a manner consistent with past practice; ; (bc) use commercially reasonable efforts to preserve intact and maintain the goodwill of associated with the Business and its relationships with the relationships of Seller with its customers, vendors, suppliers, Business Transferred Employees and the material customers suppliers and distributors of, and others having doing business relations with with, the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for Permits; and (e) use commercially reasonable efforts to keep available the ongoing operation services of present officers and management employees (as a group) of the Business Business. Without limiting the generality of the foregoing, without the prior written consent of the Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), and except as presently conductedset forth on Schedule 6.3, none of the Transferred Subsidiaries or, with respect to the Business, the Sellers will: (i) make any amendment or change in the articles of incorporation, bylaws or comparable organizational or governing documents of the Transferred Subsidiaries or effect any merger, consolidation, reorganization or recapitalization; (eii) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, licensetransfer or assign any material assets, transfertangible or intangible, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose outside of any Purchased Assets, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory pursuant to a Contract in existence as of the date hereof (or entered into in compliance with this SECTION 6.3), or permit any material asset to become subject to a Lien, other than Permitted Liens; (iii) make any capital expenditures in excess of consumption consistent $5,000,000 in the aggregate in excess of amounts contemplated by the fiscal year 2007 capital expenditure budget for the Business (a true and correct copy of which has been made available to the Buyer); (iv) issue, sell or otherwise dispose of any of the capital stock or other equity interests of the Transferred Subsidiaries, or grant any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of such capital stock or other equity interests; (v) declare, set aside, or pay any dividend or make any distribution with past practices respect to the capital stock or other equity interests of the Transferred Subsidiaries or redeem, purchase or otherwise acquire or reclassify, combine, split or subdivide any of such capital stock or other equity interests; (vi) waive any material rights other than in the ordinary course of business; (kA) not manufacture, or enter into any purchase commitments to purchase, Inventory except for normal periodic increases in amounts outside the ordinary course of business; business and consistent with past practices, increase the compensation or benefits payable or to become payable to any Transferred Employee or officer, director or employee of a Transferred Subsidiary; (lB) use commercially reasonable efforts not fail to keep current and other than as required by a plan or Contract in full force and effect or renew any existence as of the material Permits related date hereof (or entered into in compliance with this SECTION 6.3), grant or make, contingently or otherwise, any bonus, incentive compensation, service award or other benefit for or to the Business; credit of any Transferred Employee or officer, director or employee of a Transferred Subsidiary; or (mC) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation severance, termination pay or similar change of control agreement to which any of the Transferred Subsidiaries or, with respect to the Transferred Employees, the Sellers is a party, which provides for payments exceeding $250,000 per year per individual; (viii) change any accounting methods, practices, principles or policies, other than as required by applicable Law or GAAP or make any Tax election, settle or compromise any Tax liability, amend any material Tax Return or, with respect to any of the Transferred Subsidiaries, enter into any material agreement with respect to Taxes, including any such employee agreement to extend the statute of limitations with respect to material Taxes; (ix) revalue any of its respective assets, including writing off notes or accounts receivable or revaluing inventory, except for as required by GAAP; (x) make any retention bonus plan which may be mutually agreed between Seller and Purchaser), acquisitions or terminate the employment effect any disposition of any such employee without causePerson (other than an individual) or any division, except business or business unit of any Person or any equity security of or equity interest in any Person; (xi) settle or compromise any material claim or Action (whether or not commenced prior to the date of this Agreement); (xii) adopt, amend, terminate or enter into any Material Contract (other than the entry into customer contracts in the ordinary course of business consistent with past practice;business); or (pxiii) comply in all material respects with all Laws applicable commit or agree to any of the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Lawsforegoing; and (q) not take any material actions provided that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 SECTION 6.3 shall prohibit Seller (x) the Sellers from using cash and cash equivalents to pay Indebtedness or its Affiliates from conducting their businessesremoving any and all cash and cash equivalents from the Transferred Subsidiaries at any time, including and from time to time, prior to the BusinessClosing with prior notice to, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectlyand consent of, the right Buyer, which consent will not be unreasonably withheld, conditioned or delayed, except that (i) the Buyer may not withhold, condition or delay such consent unless there would be an adverse Tax consequence to control the Buyer or direct the respective Transferred Subsidiary caused by such payment or removal or such payment or removal would violate Law and (ii) for this purpose, the use, for United States federal income Tax purposes, of foreign Tax credits attributable to the operations of Seller prior the Transferred Subsidiaries during any Pre-Closing Tax Periods shall not be deemed to Closing.impose any adverse Tax consequence on the Buyer or the Transferred Subsidiaries, (y) the Sellers from terminating or permitting to expire the leases pursuant to which the Xxxxxxx New Lease Facilities are being leased as of the date hereof or (z) the assignment of any Intellectual Property and Software contemplated by the form attached hereto as Exhibit O.

Conduct of the Business. From (a) Except as otherwise contemplated by this Agreement, during the period from the date of this Agreement until to the earlier of the Closing Date and the Termination Date, Desc Automotriz and Dxxx shall cause Sxxxxx to, Sxxxxx shall, and Sxxxxx shall cause each of the JV Subsidiaries to, do the following: (or until i) conduct its business in the earlier termination Ordinary Course of this Agreement in accordance with Section 11.1), Business (except as expressly required by applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to mutually agreed in writing by Purchaser writing); (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall: (a) operate and carry on the Business in the ordinary course of business consistent with past practice; (bii) use commercially reasonable best efforts to maintain the services of all employees and officers (other than those employees to be terminated pursuant to Section 7.17(e)); (iii) use reasonable best efforts to preserve intact the organization and goodwill of the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the Business; or their business; (civ) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; respects its current relationships with customers, suppliers, distributors and others having business dealings with it; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (gv) pay their Indebtedness and discharge all material Liabilities related to trade and other accounts payable punctually when and as the Purchased Assets as they same will become due and payable and perform and observe, in all material respects, their duties and obligations under all material Contracts; and (vi) take any action that is required so that all representations or warranties of the ordinary course Desc Parties and of businessthe Dxxx Parties are true and correct in all material respects as of the Closing. (b) Without limiting the generality or effect of Section 7.1(a), subject unless otherwise provided under this Agreement and/or the Ancillary Agreements, prior to the Seller’s ability Closing, Sxxxxx will not, and will not permit any of the JV Subsidiaries to pursue take, without the prior written consent of Desc Automotriz (which such consent shall be given by Mxxxxx Áxxxx Xxxx or such other person as Desc Automotriz may designate in good faith any bona fide disputeswriting) and Dxxx (which such consent shall be given by Rxxxxxx Xxxxxxx or such other person as Dxxx xxx designate in writing), to: (i) amend or modify their governing or organizational documents, from those existing on the date of this Agreement; (hii) not change any salaries or other compensation of, or pay any bonuses to, any director, manager, officer or employee of Sxxxxx or any JV Subsidiary, as applicable, or enter into any employment, severance or similar agreement with any director, manager, officer or employee of Sxxxxx or any JV Subsidiary; provided, however, that the compensation of employees of Sxxxxx or any of JV Subsidiary receiving annual compensation of less than US$50,000 may be changed in the Ordinary Course of Business; (iii) adopt, amend or increase any benefits under any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement or other employee benefit plan or policy; (iv) procure, enter into, amend or terminate (A) with respect to any of the Desc Targets, any Contract (including sales agreements and purchase orders) to which it is a party that involves future payments to, by or on its behalf in excess of US$2,500,000 and (B) with respect to any of the Dxxx Targets, any Contract (including sales agreements and purchase orders) to which it is a party that involves future payments to, by or on its behalf in excess of US$100,000; (v) incur, assume or guarantee any Indebtedness, other than, in the case of the Desc Targets, guarantees to suppliers of any of the Desc Targets that are given by another Desc Target; (vi) except for the sale of the Tlaxcala Assets and the Autoprecisa Land, enter into any transaction or commitment relating to the Assets or the business of Sxxxxx or such JV Subsidiary that, individually or in the aggregate, could be material to the business of Sxxxxx or such JV Subsidiary, or cancel or waive any claim or right of substantial value that, individually or in the aggregate, could be material to the business of Sxxxxx or such JV Subsidiary or amend any term of any outstanding securities of Sxxxxx or any JV Subsidiary; (vii) except as expressly contemplated by this Agreement, set aside or pay any dividend or distribution with respect to any securities of Sxxxxx or any JV Subsidiary, repurchase, redeem or otherwise acquire directly or indirectly, any outstanding securities of Sxxxxx or any JV Subsidiary or make any payment to or for the benefit of Dxxx, Desc Automotriz or any of their Affiliates; (viii) make any change in financial or Tax accounting methods or practices, except as required by Applicable Laws (in which case Sxxxxx will promptly notify Desc Automotriz and Dxxx of such change); (ix) except as required by this Agreement, issue or sell any securities of Sxxxxx or any JV Subsidiary, as applicable, or make any other changes in Sxxxxx’x or any of the JV Subsidiaries’ capital structures; (x) except as expressly permitted under this Agreement (including the sale of the Tlaxcala Assets and of the Autoprecisa Land), sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain lease or otherwise dispose of any Purchased Assetsmaterial Asset or otherwise sell, lease or dispose of any Asset other than in the Ordinary Course of Business; (xi) except as expressly permitted under this Agreement (A) write-off as uncollectible any notes or accounts receivable except write-offs in the Ordinary Course of Business charged to reserves, none of which is, individually or in the aggregate, material, (B) write-off, write-up or write-down any other material Asset of Sxxxxx or any JV Subsidiary or (C) alter the customary time periods for collection of accounts receivable or payments of accounts payable; (xii) grant any Encumbrance other than a Permitted Encumbrance; (xiii) except as expressly contemplated by this Agreement, pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of US$100,000, other than the sale payment, discharge or satisfaction of Inventory and other dispositions of assets liabilities in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (ixiv) merge or consolidate with any Person; (xv) enter into any compromise or settlement of, or take any other action with respect to, any litigation, action, suit, claim, proceeding or investigation unless required by law or if failure to act would have a material adverse effect with respect to the business of Sxxxxx or any JV Subsidiary; (xvi) except as expressly contemplated by this Agreement, make any loan, advance or capital contributions to or investment in any Person; (xvii) terminate or close any material facility, business or operation of Sxxxxx or any JV Subsidiary; (xviii) cause any damage, destruction or other casualty loss (whether or not covered by insurance) affecting the business or Assets of Sxxxxx or any JV Subsidiary, which, individually or in the aggregate, has had or would reasonably be expected to have, a material adverse effect with respect to the business of Sxxxxx or any JV Subsidiary; (ixix) exclusively licensegrant or pay any severance or termination pay to any former officer, director, manager or employee of the Company or any of its Subsidiaries, except as required under existing employment agreements and as set forth in Schedule 7.1(b)(xix); (xx) cause or take any other action that could cause an event, occurrence, development or state of circumstances or facts which individually or in the aggregate, would reasonably be expected to have a material adverse effect with respect to the business, financial conditions or results of operations of Sxxxxx or any JV Subsidiary; (xxi) spend or commit to spend on or prior to June 30, 2006 an amount of capital expenditures that is greater than that set forth in Schedule 7.1(b)(xxi); (xxii) license outside of the Ordinary Course of Business, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller)intangible Assets; and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology;or (jxxiii) not grant any allowances agree or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments otherwise commit to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew do any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws applicable to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closingforegoing.

Conduct of the Business. From and after the date of hereof and prior to the Effective Time or the date, if any, on which this Agreement until the Closing is earlier terminated pursuant to Section 9.1 and except (or until the earlier termination of this Agreement in accordance with Section 11.1), except x) as expressly required by applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to may be agreed in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned withheld or delayed), Seller shallor (y) as may be expressly permitted pursuant to this Agreement, Company: (a) operate shall, and carry shall cause each Company Subsidiary to, conduct its respective business in the ordinary course consistent with past practices; (b) shall use commercially reasonable efforts, and shall cause each Company Subsidiary to use commercially reasonable efforts, to preserve intact its business organization and goodwill, keep available the services of its current officers and other key employees and preserve its relationships with those Persons having business dealings with Company and Company Subsidiaries; (c) shall promptly notify Purchaser in writing of any material change in its condition (financial or otherwise) or business or any termination, cancellation, repudiation or breach of any Company Material Contract (or communications indicating that the same are reasonably likely) or any litigation or governmental complaints, investigations or hearings (or communications indicating that the same are reasonably likely) or the breach of any representation or warranty contained herein; (d) shall, and shall cause each Company Subsidiary to, use commercially reasonable efforts to maintain its insurance policies that are in effect as of the date of this Agreement; (e) shall provide Purchaser with interim monthly financial statements and any other management reports as and when they are available; (f) except as set forth on Schedule 6.1, shall not, and shall not permit any Company Subsidiary to, authorize, declare or pay any dividends on or make any distribution with respect to its outstanding shares of capital stock or other equity interests; provided, however, that, to the extent permitted by the DGCL, Company may authorize, declare and pay dividends on or make any distribution to its outstanding shares of capital stock after giving effect to the exercise of all Vested Options exercised pursuant to Section 3.5(a); (g) shall not, and shall not permit any Company Subsidiary to, split, combine or reclassify any of its capital stock or other equity interests or issue or authorize or propose the issuance of any other securities or other equity interests in respect of, in lieu of or in substitution for, shares of its capital stock or other equity interests; (h) except as set forth on Schedule 6.1, shall not, and shall not permit any Company Subsidiary to, increase the compensation of any employee, enter into or amend any employment, severance or similar agreements or arrangements with any of their respective present or former directors or officers, or enter into, adopt or amend any other Company Employee Benefit Plan, except as required by law; (i) shall not, and shall not permit any Company Subsidiary to, terminate any executive officer without cause or knowingly permit circumstances to exist that would give any executive officer a right to terminate employment, if the termination would entitle such executive officer to receive enhanced separation payments upon consummation of the Merger; (j) shall not, and shall not permit any Company Subsidiary to, authorize, propose or announce an intention to authorize or propose, or enter into an agreement with respect to, any merger, consolidation or business combination (other than the Merger) and shall not purchase the assets or equity or other securities of any business; (k) shall not, and shall not permit any Company Subsidiary to, make or commit to make any capital expenditures in excess of $5,000. (l) shall not, and shall not permit any Company Subsidiary to, propose or adopt any amendment to its Certificate of Incorporation or By-laws; (m) except as set forth on Schedule 6.1, shall not, and shall not permit any Company Subsidiary to, issue or authorize the issuance of, or agree to issue or sell any shares of its capital stock of any class, or any other equity interests (in each case, whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise), except upon the exercise of Company Options; (n) except as set forth on Schedule 6.1, shall not, and shall not permit any Company Subsidiary to, grant, confer or award any options, warrants, conversion rights or other rights, not existing on the Business date hereof, to acquire any shares of any Company Subsidiary's capital stock or any other equity interests; (o) except as set forth on Schedule 6.1, shall not, and shall not permit any Company Subsidiary to, purchase, redeem or otherwise acquire any shares of its capital stock, or any other equity interests or any rights, warrants or options to acquire any such shares or interests; (p) shall not, and shall not permit any Company Subsidiary to, incur, assume any indebtedness or any other material liabilities; (q) shall not, and shall not permit any Company Subsidiary to, (i) make any loans, advances or capital contributions to, or investments in, any other Person, or (ii) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than discharges or satisfactions committed to in the ordinary course of business consistent with past practice; (br) use commercially reasonable efforts to preserve intact the goodwill of the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely mannershall not, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from makingshall not permit any Company Subsidiary to, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, mortgage or otherwise encumber (other than Permitted Encumbrances), fail or subject to maintain any Lien or otherwise dispose of any Purchased Assets, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practiceits material properties or material assets; (is) shall not, and shall not (i) exclusively licensepermit any Company Subsidiary to, assign enter into any agreement or transfer any Purchased Business Intellectual Property arrangement that limits or otherwise restricts Company or any Purchased Business Technology to of its Subsidiaries, from engaging or competing in any Person line of business in any geographic area; (t) shall not, and shall not permit any Company Subsidiary to, settle or compromise any claim, action or proceeding (including any current claim, action or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (iiproceeding relating to Taxes) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technologyinvolving money damages; (ju) shall not, and shall not grant permit any allowances Company Subsidiary to, (A) make or discounts on Products outside the ordinary course of business change any tax election or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business(B) change its fiscal year; (kv) except as required by a governmental authority, shall not manufacture, change its methods of accounting (including making any write-off or enter into reduction in the carrying value of any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereofassets); (nw) shall not, and shall not waivepermit any Company Subsidiary to, releaseterminate, assign amend or otherwise modify in any material benefit or claim under respect any Assigned Company Material Contract; (ox) shall not grant credit to any Business Employee any increase client on terms materially more favorable than those which have been extended to such client in compensation the past or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate materially change the employment terms of any such employee without cause, except in the ordinary course of business consistent with past practicecredit heretofore extended; (py) comply shall work in good faith with Purchaser to secure signed written contracts with respect to all material respects with all Laws applicable services to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority be performed by Company or other Person alleging any violation of any such LawsCompany Subsidiaries; and (qz) shall not, and shall not permit any Company Subsidiary to, agree, in writing or otherwise, to take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly foregoing actions or indirectly, take any action which would (A) make any representation or warranty in Article IV untrue or incorrect or (B) result in any of the right conditions to control or direct the operations of Seller prior to ClosingMerger set forth in Article VII not being satisfied.

Conduct of the Business. From the date of this Agreement hereof until the Closing (or until the earlier termination of this Agreement in accordance with Section 11.1)Date, except as expressly required by applicable Law(v) for the Pre-Closing Transactions, (w) as set forth on Schedule 7.1 in Section 5.01 of the Seller Disclosure Schedule, (x) as contemplated by or required to implement this Agreement or any Ancillary the other Transaction Documents, (y) as required by Applicable Law or (z) with Buyer’s written consent, Seller shall (i) conduct the Purchased Subsidiaries’ business in the ordinary course consistent with past practice in all material respects, and (ii) use its reasonable best efforts to (A) preserve intact the Purchased Subsidiaries’ business, operations, organization, goodwill and reputation, (B) maintain the good will of the Purchased Subsidiaries’ customers, suppliers, lenders and other Persons to whom the Purchased Subsidiaries sells goods or provides services, (C) keep available the services of key employees of the Business, and (D) maintain substantially the same levels of coverage of insurance as provided on the date hereof. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except (v) for the Pre-Closing Transactions, (w) as set forth in Section 5.01 of the Disclosure Schedule, (x) as contemplated by this Agreement, (y) as required by Applicable Law or as otherwise waived or consented to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed)z) with Buyer’s written consent, Seller shallshall cause the Purchased Subsidiaries not to: (a) amend in any material respect the articles of incorporation, bylaws or other similar organizational documents of any Purchased Subsidiary; (b) authorize, issue, sell or otherwise dispose of any equity securities of the Purchased Subsidiaries, or split, combine or reclassify any of the equity securities of the Purchased Subsidiaries or redeem, purchase, repurchase, retire or otherwise acquire any of its outstanding equity securities, or grant any options, warrants, or rights with respect to any equity securities in the Purchased Subsidiaries’ capital or bonds, debentures, notes or other corporate security other than with respect to transactions between the Purchased Subsidiaries; (c) cease to operate and the Purchased Subsidiaries’ properties (either permanently or temporarily other than scheduled shut downs for routine maintenance) or cease to carry on a material part of the Business as operated or carried on immediately before the date hereof; (d) effect any dissolution, winding-up, liquidation or termination of the Purchased Subsidiaries; (e) acquire a material amount of assets from any other Person except (i) pursuant to existing contracts or commitments or (ii) otherwise in the ordinary course of business consistent with past practice; (b) use commercially reasonable efforts to preserve intact the goodwill of the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from makingacquire any material business or Person, changing by merger, amalgamation or revoking consolidation, purchase or sale of substantial assets or equity interests, or by any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Periodother manner; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain license or otherwise dispose of any material assets of the Purchased AssetsSubsidiaries except (i) pursuant to existing contracts or commitments, (ii) cash dividends or other than the sale of Inventory and other dispositions of assets cash distributions to Seller or its Affiliates or (iii) otherwise in the ordinary course of business consistent with past practice; (ih) not (i) exclusively license, assign or transfer to any Purchased Business person any rights to the Registered Intellectual Property Rights or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business other material Intellectual Property Rights owned by the Purchased Subsidiaries, except in connection with sales of the Purchased Subsidiaries’ products or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices services in the ordinary course of business; (i) create or otherwise incur any Lien on the material assets of the Purchased Subsidiaries, other than Permitted Liens; (j) incur any capital expenditures, except for (i) those contemplated by the capital expenditure budget attached as Section 5.05 of the Disclosure Schedule, and (ii) unbudgeted capital expenditures not to exceed $500,000 individually or $1,000,000 in the aggregate; (k) not manufactureissue, create, assume, guarantee or incur any additional indebtedness for borrowed money in an aggregate principal amount exceeding $500,000 individually or $1,000,000 in the aggregate (net of any amounts of indebtedness discharged during such period), other than (x) in the ordinary course of business, (y) that will be settled or repaid in full prior at or to Closing or (z) solely between or among Purchased Subsidiaries; (l) enter into any purchase commitments arrangement pursuant to purchasewhich any Purchased Subsidiary shall assume, Inventory guarantee or otherwise become liable with respect to the liabilities (other than indebtedness for borrowed money, which is the subject of Section 5.01(k)) of any Person (other than any Purchased Subsidiaries), other than (x) in the ordinary course of business or (y) that will be settled or repaid in full prior at or to Closing; (m) other than in connection with actions permitted by Section 5.01(j), make any material loans, advances or capital contributions to, or investments in, any other Person, other than (i) in the ordinary course of business consistent with past practice, (ii) to any other Purchased Subsidiary or (iii) amounts that will be repaid in full at or prior to the Closing; (n) waive or cancel any material claim, account receivable, trade account or right outside the ordinary course of business; (lo) use commercially reasonable efforts not fail to keep current and except as required by Applicable Law, amend or modify in full force and effect any material respect or renew terminate any of the material Permits related to the BusinessMaterial Contract or Real Property Lease; (mp) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employmentcontract that would have been a Material Contract had it been entered into prior to the date hereof except, deferred compensation or similar agreement solely with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser)respect to Material Contracts relating to the purchase of raw materials that have a term of less than one year, or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (pq) comply settle or offer to settle, any material Action involving the Purchased Subsidiaries, except where the amount paid in all settlement or compromise does not exceed (i) the amount of any reserves reflected on the Balance Sheet in respect of such Action or (ii) the aggregate coverage provided for under any insurance policy in respect of such Action, in either case, so long as such settlement does not impose any non-monetary terms and conditions on the Purchased Subsidiaries after the Closing; (r) make any material respects change in any method of financial accounting, except for any such change required by reason of a concurrent change in GAAP or other Applicable Law; (s) materially increase the compensation or benefits of the Business Employees other than in the ordinary course of business consistent with all Laws applicable past practice or as required by Applicable Law or the terms of any Benefit Plan or collective bargaining or other labor agreement; (t) enter into, adopt, amend, or terminate any employment agreement, or terminate or hire any Key Employee, or other Business Employee above the grade of director or engage in a reduction in force with respect to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; andEmployees; (qu) enter into, adopt, amend or terminate any Purchased Subsidiary Benefit Plan or any Benefit Plan, except in each case as would not take any material actions that could reasonably be expected to delay result in a liability that is material to the ClosingPurchased Subsidiaries taken as a whole; (v) enter into, materially amend, or terminate any collective bargaining agreement, collective labor agreement or similar agreements with respect to Business Employees; providedor (w) agree or commit to do, howeverwhether or not in writing, except as expressly provided in this Section 7.1any of the foregoing. For the avoidance of doubt, nothing in this Section 7.1 5.01 shall prohibit restrict Seller or any of its Subsidiaries, in any respect, from taking any action to (i) cause each Purchased Subsidiary to dividend, distribute or otherwise pay to Seller or any of its Affiliates any or all of the cash and cash equivalents of such Purchased Subsidiary; (ii) remove, or cause any Subsidiary to remove and pay to Seller or any of its Affiliates any cash and cash equivalents held in any bank account of any Purchased Subsidiary, (iii) settle intercompany balances between any Purchased Subsidiary, on the one hand, and Seller or any Retained Subsidiary, on the other hand, and make capital increases or decreases in connection therewith, (iv) in connection with any of the foregoing clauses (i), (ii) or (iii), cause any Purchased Subsidiary to incur indebtedness for borrowed money from conducting their businesses, including the Business, in their reasonable discretion provided it shall another Purchased Subsidiary and (v) otherwise comply with or give effect to the terms provisions of the this Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closing.

Conduct of the Business. (a) From the date of this Agreement hereof until the Closing Date, the Company shall, and shall cause each of its Subsidiaries to: (i) conduct its business and the businesses of its Subsidiaries in the ordinary course of business; (ii) use its commercially reasonable efforts to preserve its relationships with its customers, suppliers and others having material business dealings with it such that its business will not be impaired; (iii) maintain its properties, machinery and equipment in the ordinary course of business and use its commercially reasonable efforts to maintain its properties, machinery and equipment in good operating condition and repair; and (iv) use its commercially reasonable efforts to continue all existing Insurance Policies (or comparable insurance) in full force and effect; except, in each of the foregoing cases, (i) if the Purchaser shall have consented in writing (which consent will not be unreasonably withheld, conditioned or delayed) or (ii) as otherwise expressly contemplated by this Agreement; provided that, the foregoing notwithstanding, (x) the Company and its Subsidiaries may use all available cash to repay any Indebtedness or to make cash distributions prior to the Closing and (y) no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 6.01(b) shall be deemed a breach of this Section 6.01(a), unless such action would constitute a breach of one or more of such other provisions of Section 6.01(b) and (z) the Company and its Subsidiaries’ failure to take any action prohibited by Section 6.01(b) shall not constitute a breach of this Section 6.01(a). (b) From the date hereof until the earlier termination of this Agreement in accordance with Section 11.1)Closing Date, except as otherwise expressly required by applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to in writing by the Purchaser (which consent shall will not be unreasonably withheld, conditioned or delayed), Seller shallthe Company shall not and shall cause each of its Subsidiaries not to: (ai) operate materially change its accounting methodologies, practices or principles, other than as required by GAAP; (ii) establish any new or amend in any material respect any existing cash management policies, including delaying or postponing the payment of any accounts payable or accelerating the collection of any accounts receivable, other than in the ordinary course of business; (iii) issue, sell, deliver pledge, encumber, transfer or otherwise dispose of any units or shares of its or its Subsidiaries’ equity securities or any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, or any other right of any kind to acquire, any units or shares of its or its Subsidiaries’ equity securities or any bonds (other than performance or similar bonds) or debt securities; (iv) incur, assume or refinance any Indebtedness, other than indebtedness for borrowed money incurred in the ordinary course that will be prepayable at the Closing and carry included in the Indebtedness Amount pursuant to credit facilities in an aggregate amount not to exceed $2,000,000 so long as the Company delivers written notice of such incurrence at least two (2) Business Days prior to such incurrence; (v) mortgage or pledge or place any Lien on any substantial portion of its assets, except Permitted Liens; (vi) effect any recapitalization, reclassification, equity dividend, equity split or like change in its capitalization; (vii) be party to any merger, acquisition, consolidation, liquidation, dissolution or similar transaction, or purchase a substantial equity interest in or substantial portion of the Business assets of, any business or Person; (viii) amend its or its Subsidiaries’ certificate or articles of formation or incorporation, bylaws or other similar organizational documents; (ix) make any redemption or purchase of any units or shares of its or its Subsidiaries’ equity securities; (x) sell, assign, dispose of or transfer any of its tangible assets, except inventory in the ordinary course of business or pursuant to any agreement set forth on Schedule 4.09, or voluntarily place any Lien on its assets other than Permitted Liens; (xi) (i) sell or assign any Intellectual Property, (ii) license or sublicense any Intellectual Property other than in the ordinary course of business in connection with the sale, rental or lease of the Company’s products, or (iii) abandon or permit the lapse of any Intellectual Property other than, in the case of this clause (iii), in the ordinary course of business, including in connection with the ordinary course prosecution of patent applications and trademark applications consistent with past practice; (bxii) use commercially reasonable efforts to preserve intact the goodwill make any investment in excess of $250,000 in, or any loan in excess of $250,000 to, any other Person, except investments in Subsidiaries of the Business and Company in the relationships ordinary course of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the Businessor pursuant to any agreement set forth on Schedule 4.09; (cxiii) continue amend or modify, other than in the ordinary course of business and provided that such amendment or modification calls for future payments or receipts of less than $250,000, any agreement set forth or required to maintain be set forth on Schedule 4.09 or enter into, other than in the Booksordinary course of business, Records and Files any agreement which, if in effect as of Seller and its Affiliates exclusively or primarily related the date hereof, would be required to be listed in Schedule 4.09; (xiv) other than as required under any Employee Benefit Plan as in effect prior to the Business on a basis date hereof or to comply with applicable Law, (A) increase the compensation or benefits payable to any of the Company’s current or former employees, officers, directors, contractors or consultants, except for increases in base salary or base wage rate for employees having total annual compensation less than or equal to $150,000 in the ordinary course of business, consistent with past practice; and , which increases shall not exceed 3% in any individual case (dB) continue to make all necessary and material filings and payments establish, adopt, enter into, amend or terminate any Employee Benefit Plan or any bonus, severance, retention, termination, or pension plan, program or arrangement made to, for or with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation any of the Business as presently conductedCompany’s current or former directors, officers, employees, contractors or consultants, (C) pay or award, or commit to pay or award, any bonuses, equity compensation or other incentive compensation, (D) accelerate the time of payment, funding or vesting of any compensation or other benefits under any Employee Benefit Plan, (E) hire any employee, contractor or consultant having total annual cash compensation in excess of $150,000, (F) terminate the employment of any employee, contractor or consultant having total annual compensation in excess of $150,000, other than for cause, (G) fund or make any contribution to any Employee Benefit Plan or any related trust or other funding vehicle, other than regularly scheduled contributions or payments to or in respect of Employee Benefit Plans, or (H) adopt, enter into or amend any collective bargaining agreement or other Contract relating to union or organized employees; (exv) perform all make or authorize any capital expenditures in excess of Seller$500,000 individually or $1,000,000 in the aggregate or commitments therefor, except for such capital expenditures or commitments therefor that are reflected in the Company’s material obligations under or its Subsidiaries’ current budget delivered to Purchaser prior to the Assigned Contracts in accordance with the terms thereofdate hereof; (fxvi) refrain from makingmake any loan in excess of $100,000 to, changing or revoking enter into any other material transaction with, any of its directors, officers, or employees except pursuant to any agreement set forth on Schedule 4.17; (xvii) settle, compromise or otherwise resolve any pending or Threatened claim, suit, action, charge, citation, proceeding, investigation or arbitration for an amount in excess of $100,000 or which would impose any obligation or liabilities on the Company or any Subsidiary following the Closing; (xviii) settle or compromise any material Tax election; refrain from adopting or changing liability, amend any accounting method with respect to Taxes; refrain from filing any amended material Tax Return; refrain from entering into , surrender any closing agreementright to claim a refund of Taxes, settling or compromising any Tax claim or assessment; and refrain from consenting consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment (other than any extension resulting from filing Tax Returns by the extended due date), fail to pay any material Tax as it comes due consistent with past practice or make any material election with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period;or (gxix) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of any Purchased Assets, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments agreement or otherwise commit, whether in writing or otherwise, to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew take any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end types of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws applicable to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided described in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closing6.01(b).

Conduct of the Business. From the date of this Agreement hereof until the Closing (or until the earlier termination of this Agreement in accordance with Section 11.1)Date, except as (x) otherwise expressly permitted or required by applicable Lawthis Agreement or the Ancillary Agreements (including actions required to be taken in order to consummate the Pre-Closing Restructuring in the manner provided in Exhibit A hereto and, as applicable, the exercise or failure to exercise the European Sale Option), (y) set forth on Schedule 7.1 in Section 4.1 of the Seller Disclosure Schedule, as contemplated by Letter or required to implement this Agreement or any Ancillary Agreement, or as (z) otherwise waived or consented to in writing by Purchaser Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), (i) Sellers shall, and shall cause their respective Subsidiaries (including the Companies and the Transferred Subsidiaries) to (A) conduct the Business in the ordinary course consistent in all material respects with past practice, (B) continue to make capital expenditures in the ordinary course of business substantially consistent with past practice (and, with respect to 2015, in an aggregate amount not less than 85% of the budgeted amount therefor under the capital expenditure budget for the Business set forth in Section 4.1(q) of the Seller shallDisclosure Letter (the “2015 CapEx Budget”) (prorated, as applicable, through the Closing Date in the event that the Closing occurs in 2015)), (C) use reasonable best efforts to preserve the business operations, assets, organization and goodwill of the Business, relationships with employees, customers, suppliers and other Persons having material business relationships with the Business, books and records of the Business, Permits and the Policies and insurance coverage for the Business, (D) notwithstanding the fact that the Facility Consolidation is set forth on Section 4.1 of the Seller Disclosure Letter, keep Buyer reasonably apprised on a reasonably current basis in respect of the Facility Consolidation and matters related thereto and consider in good faith requests made by Buyer in respect of the Facility Consolidation (including in respect of (x) mitigation of impacts on business relations resulting therefrom (including in respect of employees, customers and suppliers) and (y) creation and maintenance of sufficient inventory at the Thousand Oaks Facility), and (E) keep Buyer reasonably apprised on a reasonably current basis in respect of any Litigation initiated or proposed to be initiated by any of the Companies or any of the Transferred Subsidiaries (other than non-material Litigation in the ordinary course of business and Litigation in which claimed damages are less than $50,000), and (ii) in accordance with other affirmative requirements set forth herein and without limiting the generality of the foregoing, Sellers shall not, and shall not permit any of their respective Subsidiaries (including the Companies or any of the Transferred Subsidiaries) to take any of the following actions with respect to the Business, or any of the Companies or the Transferred Subsidiaries, or any of their respective assets, properties employees or liabilities, as applicable: (a) operate and carry (i) amend (including through merger) the Organizational Documents of any of the Companies or the Transferred Subsidiaries, (ii) take or authorize any action to wind up the affairs, liquidate or dissolve a Company or Transferred Subsidiary, or (iii) form (or participate in the formation of) or invest or commit to invest in any legal entity or other Person (other than investment or commitment to invest in a Company or a current wholly-owned Subsidiary of a Company); (b) (i) amend any Company Benefit Plan or any Seller Benefit Plan or establish any new arrangement that would (if it were in effect on the date hereof) constitute a Company Benefit Plan or Seller Benefit Plan, (ii) grant to any Transferred Employee or Transferred Seller Employee any right to or any increase in change in control, severance or termination pay, or (iii) increase or take any action to increase the rate of compensation to any Transferred Employee or Transferred Seller Employee, or increase or take any action to increase benefits under any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan available to any Transferred Employee or Transferred Seller Employee, in the case of each of clause (i), (ii) and (iii) other than (X) Ordinary Course Annual Compensation Increases, (Y) to the extent required under any existing Company Benefit Plan, Seller Benefit Plan or collective agreement in effect on the date hereof or (Z) bonus compensation, severance or other amounts that are paid in full prior to Closing or with respect to which Buyer, the Companies and the Transferred Subsidiaries shall have no Liability; provided, however, that this subsection (b) shall not prohibit any member of the Seller Group from amending in any material respect any Seller Benefit Plan that is not listed on Section 2.16(a)(ii) of the Seller Disclosure Letter or adopting any new arrangement for which the Companies and the Transferred Subsidiaries will not have any Liability after the Closing, in each case in the ordinary course of business, so long as such action is not targeted at any Transferred Employee or Transferred Seller Employee (or group thereof) and applies uniformly to employees of the Companies and the Transferred Subsidiaries and other similarly-situated employees of the Seller Group (but, unless otherwise required by applicable Law or any applicable Collective Agreement, such amendments or actions shall not be required to be taken into account in determining whether Buyer has satisfied its obligations under Section 4.4(a)(i)); (c) issue, sell, pledge, transfer, purchase, redeem or grant options, warrants or rights to purchase or subscribe to, enter into any arrangement or Contract with respect to the issuance, sale, pledge, transfer of, or redemption or repurchase of, any Company Securities or any Transferred Subsidiary Securities or make any changes (by combination, reorganization or otherwise) in the capital structure of any of the Companies or the Transferred Subsidiaries; (d) pay, declare or make any dividend or other distribution other than dividends or distributions payable solely in cash or Cash Equivalents prior to the Effective Time (so long as, after payment of such dividend or distribution, the amount of cash and Cash Equivalents in the Company Group at Closing remains reasonably sufficient to operate the Business in the ordinary course without undue disruption for the period immediately following the Closing); (e) sell, assign, transfer, pledge or encumber, or grant, create or incur any Lien (other than a Permitted Lien and Liens securing existing Indebtedness or Indebtedness incurred as permitted by this Section 4.1) on, any of its Assets (other than Intellectual Property, which shall be governed under Section 4.1(f)), interests or businesses, including the equity interests of the Companies and the Transferred Subsidiaries, other than (i) dispositions of Assets for consideration of less than $500,000 in the aggregate, and (ii) sales of inventory and other tangible personal property in the ordinary course of business and sales of worn-out or obsolete tangible personal property; (f) sell, assign, transfer, pledge (other than granting, creating or incurring any Permitted Lien or Lien securing existing Indebtedness or Indebtedness incurred as permitted by this Section 4.1), lease, license or sublicense, or otherwise dispose of to any Person any material Business Intellectual Property, other than non-exclusive licenses granted in the ordinary course of business; (g) make any material change to its accounting policies or practices, except as required by applicable accounting standards or applicable Law; (h) make or adopt any change in any method of Tax accounting or in any Income Tax or other material Tax election that would bind a Company or Transferred Subsidiary after Closing, settle or compromise any Income Tax or other material Tax liability or claim for Income Tax or other material Tax refund, file any amended Tax Return, prepare or file any Tax Return in a manner inconsistent with past practice, enter into any closing agreement relating to Taxes or any Tax Sharing Agreement (other than the Tax Consolidation Exit Agreement), consent to any extension or waiver of the limitations period applicable to any claim or assessment for Taxes, incur any Income Tax or other material Tax outside the ordinary course of business (other than with respect to the Pre-Closing Restructuring) that would not be indemnifiable under Section 8.2, or fail to pay any Tax as such Tax becomes due and payable, except, in each case, as required by applicable Tax Law; (i) make any acquisition of, or investment in, or loan to, or acquire all or substantially all of the properties or assets of, any Person or group of related Persons (or any division or business unit thereof), whether directly or indirectly (whether by purchase of stock, securities or equity interests, or by merger, consolidation or otherwise, and whether in one or a series of related transactions); (j) merge or consolidate with any other Person, or restructure, reorganize, or recapitalize any of the Companies or Transferred Subsidiaries; (k) (i) enter into, terminate, assume or amend in any respect that is materially adverse to the Business any Material Contract disclosed (or that would be required to be disclosed if it were entered into prior to the date hereof), determined for purposes of clauses (iv), (v) and (vi) of Section 2.9(a) by replacing references in such clauses to the 12-month period ended December 31, 2014, with what is reasonably expected for the 12-month period commencing on the Closing Date) under clauses (ii), (iv), (v), (vi), (viii) or (ix) of Section 2.9(a) or Section 2.19(a), or (ii) enter into any Lease that would be required to be disclosed if it were entered into prior to the date hereof under Section 2.10(c) that has a term in excess of twelve (12) months and that involves annual rental payments in excess of $75,000, individually, or $250,000, in the aggregate (it being agreed that, except as otherwise expressly provided in this Section 4.1, no member of the Company Group shall be permitted to enter into, terminate, assume or amend in any respect any other Contract or Material Contract (or any Contract that would be required to be disclosed as a Material Contract if it were entered into prior to the date hereof) other than in the ordinary course of business); provided, however, that this Section 4.1(k) shall not apply to any supplier, distributor, or customer Contracts related to the pressure division of the Business; and provided further, that Sellers shall have the right to redact any other Contracts containing competitively sensitive information as Seller’s counsel reasonably determines should not be disclosed to Buyer in connection with the provisions of this Section 4.1(k) in order to ensure compliance by the Parties with applicable Laws); (l) (i) enter into, assume, extend or amend in any material respect any employment agreement or other Contract with, or otherwise hire, any employee or other individual making (or proposed to be making) in excess of $150,000 per annum in aggregate base cash compensation, in each case, other than in the ordinary course of business consistent with past practice, or (ii) in any calendar year, make any hire, when taken together with all other hires or other cash compensation increases for existing employees during such year, that would result in total payroll expenses in respect of cash compensation for the Business for such year exceeding 105% of the total payroll expenses in respect of cash compensation for the Business incurred during the prior calendar year; (bm) use commercially reasonable efforts settle or compromise any Litigation or investigation involving or against the Business, any Company or any of the Transferred Subsidiaries, except (x) for matters for which a reserve has been made in the Financial Statements (provided that such settlement, offer or proposal is not in an amount in excess of such reserve and does not include any form of non-monetary or equitable relief (other than customarily provided in settlement and release agreements)), and (y) with respect to preserve intact any specific matter, a settlement that does not exceed $250,000, individually, or $1,000,000, in the goodwill aggregate, and does not involve any non-monetary or equitable relief (other than customarily provided in settlement and release agreements); (n) initiate any Litigation in the name or on behalf of any member of the Company Group that claims damages in excess of $1,000,000; (o) implement any layoffs implicating the WARN Act; (p) incur, offer, place, arrange, syndicate, assume, guarantee or otherwise become liable for, any Indebtedness for borrowed money (directly, contingently or otherwise), other than Indebtedness which can be paid-off in full at the Closing; (q) commit to make any future capital expenditure not made prior to Closing, except for capital expenditures that are consistent with the 2015 CapEx Budget or the capital expenditure budget for the Business adopted with respect to the 2016 fiscal year of the Company, which 2016 budget, for purposes of this paragraph, will not exceed 125% of the 2015 CapEx Budget; (r) make any material change to any intercompany services or arrangements provided to or on behalf of the Business and or any Company or Transferred Subsidiary that will continue following the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of any Purchased AssetsClosing, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practicepractices; (is) not (i) exclusively licensecollect or discount accounts receivable, assign delay the payment of accounts payable or transfer any Purchased Business Intellectual Property accrued expenses, delay the purchase of services or any Purchased Business Technology to any Person (including any current supplies or former employee delay capital repairs or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose ofmaintenance, abandon, or permit to lapse any rights other than in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of businesspractices; (kt) not manufactureterminate, or enter into any purchase commitments voluntarily decline to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the Permit material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (pu) comply enter into, terminate, or make any material changes to a relationship with any supply chain management provider (including by modifying, amending or replacing existing arrangements with inbound or outbound third-party logistics providers), in all material respects each case without first consulting with all Laws applicable Buyer with respect thereto and giving Buyer the reasonable opportunity to review and comment thereon; (v) transfer the employment of any employee who is currently employed by a Company or a Transferred Subsidiary to a member of the Seller Group (other than the Excluded Employees), or transfer the employment of any employee who is member of the Seller Group (other than the Company or a Transferred Subsidiary) to the Business and, promptly following receipt thereof, give Company or a Transferred Subsidiary; or (w) agree or commit to the Purchaser copies of do any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closingforegoing.

Conduct of the Business. From (a) During the period from the date of this Agreement until the Closing (or until the earlier termination of this Agreement in accordance with Section 11.18.1), except (i) as required by Applicable Law or required by any Governmental Authority; (ii) as expressly permitted or required by applicable Law, under this Agreement; (iii) as set forth on Schedule 7.1 in Section 5.1(a) of the Seller Disclosure Schedule; (iv) any action taken in connection with disaster recovery, as contemplated by response or required mitigation (including with respect to implement this Agreement any epidemic, pandemic or disease outbreak (including the COVID-19 virus)) or related emergency response efforts with the intention of minimizing any Ancillary Agreement, adverse effect resulting from such efforts or (v) as otherwise waived or consented to or waived in writing by Purchaser (which consent waivers or consents shall not be unreasonably withheld, conditioned or delayed), Seller (to the extent related to the Business; provided that the following clauses (x) and (y) shall apply to Seller (and not only to the Target Company and its Subsidiaries) to the extent unrelated to the Business only if the act or omission in question would or would reasonably be expected to be materially adverse to the Target Company, its Subsidiaries or the Business) (x) shall: , and shall cause the Target Company and its Subsidiaries to, use commercially reasonable efforts to, (aA) operate and carry on the Business in all material respects in the ordinary course of business consistent with past practice and (B) preserve intact the business organization of the Business, maintain the relationships of the Target Company and its Subsidiaries with their respective customers and suppliers and other persons having material business relationships with the Business in all material respects, and use commercially reasonable efforts to keep available the services of its officers and key employees and (y) shall not, and shall cause the Target Company and its Subsidiaries not to (it being agreed that any action specifically addressed by any of the provisions below shall not constitute a breach of clause (x) unless such action is a breach of such provision below): (i) amend in any material respect or in any manner adverse to Purchaser any provision of the Constituent Documents of the Target Company or its Subsidiaries; (ii) issue, sell, pledge, transfer, dispose of or encumber (other than Permitted Liens) any Target Equity Interests or any other ownership or equity interests, or grant any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any Target Equity Interests or any other ownership or equity interests; (iii) declare or pay any dividend or make any other distribution (whether in cash, stock or property) in respect of any Target Equity Interests, or effect a reduction of the capital of the Target Company; (iv) except in relation to a Seller Consolidated or Combined Tax Group, (A) make, change or revoke any material Tax election of the Target Company and its Subsidiary, (B) change any method of accounting for Tax purposes of the Target Company and its Subsidiary, (C) amend any material Tax Return of the Target Company and its Subsidiary, (D) settle or otherwise resolve any claim for, or enter into any closing or similar agreement regarding, any material amount of Taxes of the Target Company and its Subsidiary, (E) surrender any right to claim a refund of any material amount of Taxes paid of the Target Company and its Subsidiary, (F) cause the Target Company or its Subsidiary to enter into any Tax Sharing Agreement or (G) consent to any extension or waiver of the limitation period applicable to any material Tax matter of the Target Company or its Subsidiary; (v) transfer, sell, lease, or otherwise dispose of, xxxxx x Xxxx on or permit a Lien to exist on, any material properties or assets of the Target Company or its Subsidiaries, other than (A) any Permitted Liens or (B) with respect to Intellectual Property Rights; (vi) incur or assume any Debt or issue any debt securities or assume, grant, guarantee or endorse, or make any other accommodation arrangement making the Target Company or its Subsidiaries responsible for, the obligations of any other Person, or any loans, advances, capital contributions or investments in any other Person; (vii) cancel, satisfy or discharge any debts or claims or amend, terminate or waive any rights of value in respect of the Target Company or its Subsidiaries, other than in the ordinary course of business consistent with past practice; (bviii) use commercially reasonable efforts make any capital expenditures exceeding $25,000 per expenditure or $100,000 in the aggregate for, by or on behalf of the Target Company or its Subsidiaries; (ix) make any loan to preserve intact the goodwill (or forgive any loan to) or enter into any other transactions with any of the Business and the relationships Employees; (x) abandon, allow to lapse, fail to maintain, transfer, assign, dispose of Seller with its or xxxxx x Xxxx (other than a Permitted Lien) on any Registered IP, (B) assign, transfer, grant any License (other than non-exclusive Licenses granted to customers, vendors, suppliers, Business Employees and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively consultants or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable partners in the ordinary course of businessbusiness consistent with past practices) under or with respect to, subject or xxxxx x Xxxx (other than a Permitted Lien) on any Intellectual Property Rights included in the Business IP that are material to the Seller’s ability Business; (C) disclose any material Confidential Information of the Target Company or any of its Subsidiaries to pursue any Person (other than pursuant to written confidentiality agreements entered into in good faith the ordinary course of business that contain reasonable protections to preserve all rights therein); (D) take any bona fide disputesaction, or knowingly omit to do any act, whereby any Registered IP becomes invalidated, abandoned, unmaintained, unenforceable or dedicated to the public domain; (E) subject any source code for any material proprietary Software included in the Business IP to Copyleft Terms; or (F) disclose any source code included in the Business IP to any Person (other than providing access to current employees and consultants of the Target Company (or current employee and consultants of Seller who had access to such source code in the ordinary course of business prior to the date hereof) on a need to know basis in the ordinary course of business and consistent with past practice); (hxi) not sell, lease, license, transfer, abandon, pledge, encumber take any action that would result in the Target Company having one or more Subsidiaries (other than Permitted Encumbrancesas listed on Section 3.1(e) of the Seller Disclosure Letter), fail to maintain or acquire any equity interests in any other Person; (xii) acquire by merger or consolidation with, or by purchase of a substantial portion of the assets or business of, or by any other manner, any Person or any division or line of business thereof, or otherwise dispose acquire any material assets of or Equity Interests in any Person, or enter into any new line of business that is material to the Business, taken as a whole, in each case solely with respect to the Target Company and its Subsidiaries; (xiii) adoption of any Purchased Assetsplan of merger, consolidation, or reorganization by or with respect to the Target Company or its Subsidiaries, file a petition in bankruptcy under any provisions of federal or state bankruptcy law, consent to the filing of any bankruptcy petition against the Target Company under any similar law, or liquidate, dissolve or effect a recapitalization, reclassification of shares, stock split, reverse stock split or reorganization of the Target Company; (xiv) other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice, amend, modify, waive or terminate, in each case, in any material respect, any material right under any existing Material Contract, or enter into any contract that would, if entered into prior to the date hereof, constitute a Material Contract, except renewals of existing Material Contracts on terms that are, in the aggregate, at least as favorable to the Target Company or its Subsidiaries as the terms thereof on the date of this Agreement; provided, however, that in no event shall the Target Company or its Subsidiaries enter into, amend, modify, waive or terminate, in each case, a Material Contract referred to in Section 3.15(a)(ii) or enter into any contract that would, if entered into prior to the date hereof, constitute a Material Contract referred to in Section 3.15(a)(ii); (ixv) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside increase in the compensation payable to the Business Employees, except increases granted in the ordinary course of business and consistent with past practices, or sell Inventory increases required by Applicable Law or any Employee Plan; (xvi) other than as required under Applicable Law, adopt, amend in any material respect or terminate any Employee Plan that is maintained, entered into or sponsored by the Target Company or its Subsidiaries other than an Employee Plan not having contractual effect; (xvii) enter into any severance agreement with, or grant any severance or termination payment to, any Business Employee or individual independent contractor providing services primarily to the Business other than as required by Applicable Law, any Employee Plan or any agreement in effect on the date hereof; (xviii) hire, engage or terminate without cause any Business Employee having an annual base salary in excess of consumption consistent with past practices $100,000; (A) grant any most favored nation pricing, rebate or volume discount arrangement to any customer, or (B) other than in the ordinary course of business;, make any material change in the manner in which the Target Company or any of its Subsidiaries markets its products or extend discounts or credits to customers; or (kxx) not manufacture, or enter into any purchase commitments a Contract or otherwise agree to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew take any of the material Permits related to foregoing actions, or take any action that would result in any of the Business;foregoing. (mb) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws applicable to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided Nothing contained in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall Agreement is intended to give Purchaser, directly or indirectly, the right to control or direct the Business or the Target Company’s or its Subsidiaries’ operations of Seller prior to the Closing. Prior to the Closing, Seller shall exercise, to the extent consistent with the terms and conditions of this Agreement and the requirements and obligations of the CMA (including, but not limited to as set forth in the CMA Final Order), complete control and supervision over the Target Company’s or its Subsidiaries’ operations.

Conduct of the Business. From During the date period from the execution and delivery of this Agreement until the Closing (or by Seller and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1)or the Closing, except as expressly required by applicable Law, as set forth on Schedule 7.1 without the advance written consent of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to in writing by Purchaser (which consent shall will not be unreasonably withheld, conditioned or delayed) Seller shall (and shall cause its Subsidiaries to), Seller shall: in each case as applicable to the Business, (ai) operate and carry on the Business in the usual, regular and ordinary course of business consistent with past practice; , (bii) pay Liabilities and Taxes (other than Taxes and Liabilities, if any, that are not Assumed Liabilities and that are being contested in good faith through appropriate proceedings) consistent with Seller’s past practices (and in any event when due), (iii) pay or perform other obligations when due consistent with Seller’s past practices (other than other obligations, if any, that are not Assumed Liabilities and that are being contested in good faith through appropriate proceedings), (iv) comply with all applicable Laws in all material respects, and (v) use commercially reasonable efforts (which shall not include the making of extraordinary payments) to preserve intact the goodwill Purchased Assets and the Business, keep available the services of the Business Employees, and the preserve relationships of Seller with its customers, vendors, suppliers, Business Employees distributors, licensors, licensees, lessors, employees, independent contractors and others other Persons having business relations dealings with the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, purpose and use commercially reasonable efforts to maintain in effect all material Permits required for intent of preserving unimpaired the Purchased Assets and the goodwill and ongoing operation business of the Business as presently conducted; (e) perform all of Seller’s material obligations under at the Assigned Contracts Closing. Except [****] = Certain confidential information contained in accordance this document, marked by brackets, has been omitted and filed separately with the terms thereof; (f) refrain from makingSecurities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, changing or revoking any Tax election; refrain from adopting or changing any accounting method as amended. Confidential treatment has been requested with respect to Taxes; refrain from filing the omitted portions. as expressly required by this Agreement, Seller shall not (and shall cause its Subsidiaries not to), without the prior written consent of Purchaser (which will not be unreasonably withheld or delayed), knowingly take any amended Tax Return; refrain from entering into action that would cause, or agree in writing or otherwise to take any action that Seller knows would cause, any condition to Purchaser’s closing agreement, settling obligations in Section 6.1 or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber Section 6.3 (other than Permitted EncumbrancesSection 6.3(a), fail to maintain ) (or otherwise dispose of any Purchased Assets, other than the sale of Inventory and other dispositions of assets Seller’s closing obligations in the ordinary course of business consistent with past practice; (iSection 6.1 or Section 6.2) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside be satisfied. Without limiting the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any generality of the material Permits related to foregoing, during the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at period from the end execution and delivery of this Agreement by Seller and continuing until the earlier of the stated term after the date hereof); (n) not waive, release, assign valid termination of this Agreement or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws applicable to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided required by this Agreement or the Ancillary Agreements, and except as set forth in this Section 7.1Schedule 4.1, nothing in this Section 7.1 Seller shall prohibit Seller not take, cause or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms permit any of the Agreementfollowing actions, including this Section 7.1. Nothing contained herein shall give Purchaser, directly without the prior written consent of Purchaser (which will not be unreasonably withheld or indirectly, the right to control or direct the operations of Seller prior to Closing.delayed):

Conduct of the Business. From Each of WHF Parent and the date of this Agreement until the Closing (or until the earlier termination of this Agreement in accordance with Section 11.1)Sellers covenants and agrees that, except as expressly otherwise contemplated by this Agreement (including the Schedules and Exhibits hereto), during the period commencing on the date hereof and ending on the Closing Date, WHF Parent and the Sellers will cause each of WPI and WIN to use their reasonable efforts to conduct the Business in the ordinary course consistent with past practices, to keep available the services of the employees of WPI and WIN, to preserve the relationships of WPI and WIN with their customers, suppliers, advertisers, distributors and other Persons with which WPI and WIN have significant relations, to make payments and collect receivables in a manner consistent with past practice, and to maintain and preserve intact the Business in all material respects with a view toward preserving to and after the Closing Date the Business and the assets and the goodwill of WPI and WIN (it being understood that such efforts will not include any requirement or obligation to pay any consideration not otherwise required to be paid by the terms of an existing agreement or offer or grant any financial accommodation or other benefit not otherwise required to be made by the terms of an existing agreement). Until the Closing, except as otherwise contemplated by this Agreement (including the Schedules and Exhibits hereto) or any Transaction Document, permitted by the Tax Sharing Agreement, required by any change in applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as contemplated by Law or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to approved in writing by Purchaser Buyer (which consent approval shall not be unreasonably withheld, conditioned withheld or delayed), Seller shalleach of WHF Parent and the Sellers will cause WPI, WIN and the Company not to take any of the following actions: (i) (a) operate amend its Certificate of Incorporation or Bylaws; (b) authorize for issuance, issue, grant, sell, deliver, dispose of, pledge or otherwise encumber any shares of its capital stock or issue any Rights to subscribe for or acquire any shares of its capital stock; (c) amend the Certificate of Formation of the Company; or (d) authorize for issuance, issue, grant, sell, deliver, dispose of, pledge or otherwise encumber any LLC Units; (ii) declare, set aside, pay or make any dividend or other distribution with respect to its shares of capital stock, except for cash dividends and carry on any dividend or distribution to WHF Parent in respect of indebtedness owed by WHF Parent to WPI; (iii) except as required by GAAP, change any accounting methods, principles or practices; (iv) sell, transfer, license, grant permission to use or otherwise dispose of or encumber any of the assets pertaining to the Business, including the Business Intellectual Property or rights related thereto, other than in the ordinary course of business consistent with past practice; (v) (a) create, incur or assume any long-term debt that will be transferred to the Company in the Contribution, (b) use commercially reasonable efforts assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for any material obligations of any Person, (c) make any loans, advances or capital contributions to or investments in any Person other than the Sellers, WPI or the Acquired Subsidiaries (except for customary loans or advances to employees), (d) fail to preserve intact or protect their rights in all material Business Intellectual Property or to renew, maintain, or take such steps or make such payments and filings, in each case, as may be reasonably necessary to preserve the goodwill validity and enforceability of all Registered Intellectual Property, or (e) breach, terminate, nullify, fail to renew, allow to lapse or otherwise act or fail to act in such a manner as to diminish any of WPI's or WIN's rights under the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the BusinessIP Licenses; (cvi) continue to maintain (a) grant any increase in the Books, Records and Files compensation of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation employees of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from makingBusiness, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; except for year end salary adjustments and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable year end bonuses made in the ordinary course of businessbusiness consistent with past practice, subject (b) hire new employees other than in the ordinary course of business consistent with past practice, (c) enter into any new employment, severance, consulting or other compensation agreement with any director, officer or employee of WPI or WIN, except for the employment agreements disclosed in Section 5.1(a)(vi) of the Disclosure Schedule in the forms previously delivered to Buyer (which employment agreements and the Seller’s ability Liabilities relating thereto shall be assumed by Buyer at the Closing), or (d) adopt or commit to pursue any pension, profit-sharing, deferred-compensation, group insurance, severance pay, retirement or other Employee Benefit Plan, fund or similar arrangement or amend or terminate in good faith any bona fide disputesrespect or commit itself to amend any Employee Benefit Plan; (hvii) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail waive any claims or rights relating to maintain or otherwise dispose of any Purchased Assetsthe Business, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (iviii) not (i) exclusively licensemake any material Tax election, assign or transfer change any Purchased Business Intellectual Property or method of accounting with respect to a material Tax, file any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandonmaterial amended Tax Return, or permit settle or compromise any proceeding with respect to lapse any rights a material Tax Liability, in or each case with respect to any Purchased Business Intellectual Property or any Purchased Business Technologythe Acquired Subsidiaries; (jix) not (a) grant any allowances material bonus, free or discounts on Products outside make good space to any advertiser or change the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew discount structure for any of the material Permits related to the Business; (m) not amend' advertising customers, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice, (b) (1) change the subscription pricing of any of the publications of the Business or (2) enter into, amend or terminate any material arrangements with any subscription agents, (c) change any cover prices, wholesaler discounts or make any other changes to the incentive sales programs (wholesale or retail) of the Business, (d) enter into any material licensing agreement, arrangement or understanding with respect to television, radio, Internet or other media or enter into any material licensing agreement, arrangement or understanding with respect to any "branded" merchandise bearing any of the trademarks or tradenames used in the Business owned or licensed by the Sellers or the Acquired Subsidiaries; (e) enter into, amend or terminate any agreements or arrangements with the national distributor of the publications; or (f) take any action with respect to the publications of the Business in contravention of the advice of the litigation counsel of the Business; (px) comply in all material respects enter into any contract, arrangement or commitment with all Laws applicable respect to the Business and, promptly following receipt thereof, give involving the payment of more than $100,000 or otherwise material to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; andBusiness; (qxi) not take cancel any material actions that could reasonably be expected third party indebtedness owed to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit any Seller or its Affiliates from conducting their businessesAcquired Subsidiary; (xii) in connection with the transactions contemplated by the Contribution Agreement, including offer, or cause or permit the Company to offer employment to any employees of the Business, such offers of employment shall be made by the Buyer pursuant to Section 5.7(a) of this Agreement; or (xiii) agree, whether in their reasonable discretion provided it shall comply with the terms writing or otherwise, to do any of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closingforegoing.

Conduct of the Business. (a) From the date of this Agreement hereof until the Closing Date, the Company shall (1) conduct its business and the businesses of its Subsidiaries in the ordinary course of business and in substantially the same manner previously conducted, (2) use commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees, in each case, and (3) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, except (i) where the Purchaser shall have consented in writing (which consent will not be unreasonably withheld or delayed), or (ii) as otherwise contemplated hereby; provided that (x) no action by the Company or its Subsidiaries with respect to matters specifically addressed by any other provision of this Section 6.01 shall be deemed a breach of this Section 6.01(a), unless such action would constitute a breach of one or more of such other provisions, (y) the Company and its Subsidiaries’ failure to take any action prohibited by Section 6.01(b) shall not be a breach of this Section 6.01(a) and (z) the Company may use all available cash to repay any Indebtedness or make cash dividends on or prior to the Closing. (b) From the date hereof until the earlier termination of this Agreement in accordance with Section 11.1)Closing Date, except as expressly required by applicable Law, (i) as set forth on the Conduct of Business Schedule 7.1 of the Seller Disclosure Scheduleattached hereto, (ii) as contemplated by specifically and affirmatively permitted or required to implement by this Agreement or any Ancillary Agreement, (iii) as disclosed by the Company to the Purchaser prior to the Closing (so long as the cost of such disclosed item is treated as a Transaction Expense) or (iv) as otherwise waived or consented to in writing by the Purchaser (which consent shall will not be unreasonably withheld, conditioned withheld or delayed), Seller shall:the Company shall not, and shall not permit any Subsidiary of the Company to: (A) (1) issue, sell, grant, pledge or otherwise encumber any shares of its or any of its Subsidiaries’ capital stock (other than in connection with the exercise of options or warrants outstanding as of the date hereof or obligations to issue Company Stock as set forth on the Capital Stock Schedule) or issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any shares of its or any of its Subsidiaries’ capital stock, or (2) adversely (from the Company’s perspective) amend (including by reducing an exercise price or extending a term) or waive any of its rights under, or accelerate the vesting under, any provision of any stock plan or any agreement evidencing any outstanding stock option or other right to acquire capital stock of the Company or any restricted stock purchase agreement or any similar or related contract; (B) effect any recapitalization, reclassification, stock dividend, stock split or like change in its capitalization or declare, set aside or pay any non-cash dividends on, or make any other non-cash distributions in respect of, any of its capital stock; (C) amend its or any of its Subsidiaries’ certificate or articles of incorporation or bylaws (or equivalent organizational documents); (D) make any redemption or purchase of any shares of its or any of its Subsidiaries’ capital stock (other than with respect to the repurchase of shares of Company Stock from former employees of the Company or its Subsidiaries pursuant to existing agreements or pursuant to any agreement set forth on the Capital Stock Schedule); (E) acquire or sell, assign, transfer, license, convey, lease or otherwise dispose of, any properties or assets (whether by merger, consolidation, equity sale or otherwise) that are material, individually or in the aggregate, to the (a1) operate hire any employee or consultant that is entitled to severance and carry will receive annual compensation in excess of $150,000, (2) take any action to increase or accelerate the vesting or payment (or fund or in any other way secure the payment) of compensation or benefits of any of its current or former directors, officers, employees, consultants or independent contractors except (x) as required by an existing Company Employee Plan or existing agreement set forth on the Business Contracts Schedule as of the date of this Agreement, or (y) increases in salaries, wages and benefits of employees made in the ordinary course of business and in amounts and in a manner consistent with past practice; (3) enter into, establish, amend, terminate, or create any new collective bargaining agreement or Company Employee Plan with, for or in respect of, any stockholder, director, officer, other employee, consultant or Affiliate, other than as required pursuant to applicable Law; or (4) grant any severance, termination or change in control bonus pay to any current or former director, officer, employee, consultant or independent contractor, except as required by an existing Company Employee Plan or existing agreement set forth on the Contracts Schedule; (P) enter into any new line of business or change in any material respect its risk management or similar policies; (Q) terminate, materially and adversely (from the Company’s perspective) amend, restate, supplement or waive any rights under any inbound license for Intellectual Property, other than in the ordinary course of business consistent with past practice; (b) use commercially reasonable efforts , or fail to preserve intact pay all maintenance and similar fees or to take all other appropriate actions as necessary to prevent the goodwill abandonment, loss or impairment of the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related all owned Company Intellectual Property that is material to the Business on a basis consistent with past practicebusiness; and (dR) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing settle or revoking compromise any Tax election; refrain from adopting pending or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (threatened Legal Proceedings other than Permitted Encumbrances), fail to maintain settlements and compromises that are less than $100,000 or otherwise dispose of that do not create binding precedent for other pending or potential third party claims or Legal Proceedings; or (S) authorize any Purchased Assets, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit commit or agree to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws applicable to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectlyof, the right to control or direct the operations of Seller prior to Closingforegoing actions.

Conduct of the Business. From The Seller and the date of this Agreement Shareholders (as applicable) covenant and agree with the Buyer that from and after the Effective Date until the Closing (or until the earlier termination of this Agreement in accordance with Section 11.1)Closing, except as expressly required authorized by applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or expressly consented to in writing by Purchaser the Buyer, the Seller and the Shareholders (which consent shall not be unreasonably withheldas applicable) shall, conditioned or delayed), Seller shalland to the extent the same would affect the Proprietary Rights: (a) operate and carry on the Business and the Transferred Assets only in the usual, regular and ordinary course of business with a view to maintaining the goodwill that the Seller now enjoys and, to the extent consistent with past practicesuch operation, will use all reasonable efforts to preserve intact its present business organization, keep available the services of its employees and preserve its relationships with its customers, suppliers, jobbers, distributors and other Persons having business relations with it; (b) use commercially all reasonable efforts to preserve intact maintain the goodwill Transferred Assets in a state of the Business repair, order and the relationships of Seller condition consistent with its customers, vendors, suppliers, Business Employees and others having ordinary course of business relations in connection with the Business; (c) continue to maintain the Books, Records its books of account and Files of Seller and its Affiliates exclusively or primarily related records relating to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to in accordance with the Seller’s ability to pursue in good faith any bona fide disputesusual accounting practices applied on a consistent basis; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of any Purchased Assets, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (pd) comply in all material respects with all Laws statutes, laws, orders and regulations applicable to it and to the conduct of the Business; (e) not sell, assign, transfer, lease or otherwise dispose of any Proprietary Rights, Equipment or any of the other Transferred Assets except for dispositions of Inventories for value in the usual and ordinary course of business or other than to the Buyer pursuant to the terms of this Agreement; (f) preserve and maintain all rights that it now enjoys in and to the Proprietary Rights and not sell, assign, transfer, lease or otherwise dispose of any Proprietary Rights other than to the Buyer pursuant to the terms of this Agreement; (g) not mortgage, pledge or otherwise create a security interest in any of the Transferred Assets or permit there to be created or exist any Liens thereon other than Permitted Liens; (h) not enter into any contract, commitment or lease in relation to the Business andthat is out of the ordinary course of the Business or, promptly following receipt thereofif effective on the date hereof, give would be required to be disclosed in Schedule 3.05(a) of the Disclosure Schedule; (i) not amend or modify any of the Contracts and Other Agreements disclosed in Schedule 3.05(a) of the Disclosure Schedule or any other contract, commitment, lease or other agreement that would, if entered into on the date hereof, be required to be disclosed on any Schedule to this Agreement, including the Disclosure Schedule; (j) not consent to the Purchaser copies termination of any notice received from of the Contracts and Other Agreements disclosed in Schedule 3.05(a) of the Disclosure Schedule or waive any Governmental Authority of the Seller’s rights with respect thereto; (k) not grant any increase in the compensation or other Person alleging rate of compensation or commissions or bonuses payable to or severance obligations for any violation of employees or in any bonus plan and not transfer or otherwise change any of the terms or conditions of employment of any of the employees except the bonuses contemplated in Section 6.02; (l) not permit any insurance policy naming it as a beneficiary or a loss payee relating to the Business or the Transferred Assets to be canceled or terminated or any of the coverage thereunder to lapse unless simultaneously with such Lawstermination or cancellation replacement policies providing substantially the same coverage are in full force and effect; and (qm) not take pay when due all accounts payable, all payments required by any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the AgreementContracts and Other Agreements, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, and all Taxes other than Taxes that are being contested in good faith and for which adequate reserves against the right to control or direct Transferred Assets exist and which would not result in a Lien being imposed on any of the operations of Seller prior to ClosingTransferred Assets.

Conduct of the Business. From During the date of this period from the Agreement until the Closing (or Date and continuing until the earlier of: (a) the termination of this Agreement Agreement; (b) the date that Capricorn and its Affiliates have purchased the SPR and PCR Business in accordance with Section 11.1the Capricorn Repurchase Right (as defined below); (c) the date that the Deed of Share Charge (as defined below) is duly terminated; or (d) the date the amount of the Escrow Deposit (as defined in the Deed of Share Charge) reflects the Qualified Amount (as defined in the Deed of Share Charge), except as expressly required by applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as Parties shall and shall cause the Seller Group to (except to the extent expressly contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to in writing by Purchaser Capricorn or Capricorn Sub in their reasonable discretion) to carry on such businesses in the usual, regular and ordinary course, consistent with past practice, in substantially the same manner as heretofore conducted, to pay debts and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other obligations when due, and to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing Business shall be unimpaired. The Seller Parties shall and shall cause the Seller Group to promptly notify Capricorn and Capricorn Sub of any event or occurrence not in the ordinary course of its business, consistent with past practice, and of any event which could have a Material Adverse Effect on any Seller Group Member or which could reasonably be expected to result in the representations and warranties of the Seller Parties not being true and correct as of the Closing. Without limiting the foregoing, except as expressly contemplated by this Agreement or with the prior written consent of the Capricorn or Capricorn Sub (which such consent shall not to be unreasonably withheld, conditioned or delayed), no Seller shallParty shall do, cause or permit any of the following, nor shall any Seller Party cause or permit any Seller Group Member to do cause or permit any of the following: (a) operate and carry on Issuance of Securities. Issue, deliver or sell or authorize or propose the Business in issuance, delivery or sale of, or purchase or propose the ordinary course of business consistent with past practice; (b) use commercially reasonable efforts purchase of, any shares or securities convertible into, or subscriptions, rights, warrants or options to preserve intact the goodwill of the Business and the relationships of Seller with its customersacquire, vendorsconvertible loans, suppliers, Business Employees and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing other agreements or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose commitments of any Purchased Assets, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology character obligating it to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with issue any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws applicable to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority shares or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closing.convertible securities;

Conduct of the Business. From (a) During the period commencing on the date of this Agreement until the Closing (or until hereof and ending on the earlier of the termination of this Agreement in accordance with Section 11.1its terms and the Closing (the “Interim Period”), except as (i) otherwise expressly provided in this Agreement, (ii) set forth in Schedule 6.1, (iii) required by any Law or Order applicable Law, as set forth on Schedule 7.1 of to Seller or the Seller Disclosure Schedule, as contemplated by Acquired Assets or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or (iv) consented to in writing by Purchaser Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall: shall use commercially reasonable efforts to (aA) operate and carry on the Business in the ordinary course of business consistent with past practice; business; (bB) use commercially reasonable efforts to maintain and preserve intact the goodwill of the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Acquired Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business; and (C) maintain and preserve the relationships and goodwill with customers, subject suppliers and other third parties having material business dealings with the Business. Asset Purchase Agreement-23- (b) Without limiting the generality of the foregoing Section 6.1(a), during the Interim Period, except as (i) otherwise expressly provided in this Agreement, (ii) set forth in Schedule 6.1(a) or (iii) required by any Law or Order applicable to Seller or any of its Subsidiaries or the assets or operation of the Business, Seller shall not take any of the following actions with respect to the Seller’s ability Business without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed): (i) (A) terminate or materially amend in writing any Material Contract (other than any automatic renewal or expiration of such Material Contract in accordance with its terms), (B) enter into any Contract that creates a material Liability for the Business following the Closing, or (C) cancel, compromise or settle any material claim, or intentionally waive or release any material right with respect to pursue in good faith any bona fide disputesMaterial Contract or with regard to any Contract described by clause (B) above; (hii) not grant or suffer to exist any material Lien, other than any Permitted Liens, on any of the Acquired Assets; (iii) sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain assign or otherwise dispose of any Purchased Assets, other than the sale of Inventory and material Acquired Assets except (A) pursuant to existing Contracts or (B) for sales or other dispositions of assets inventory in the ordinary course of business consistent with past practice; (i) for the avoidance of doubt, liquidating or substantially discounting inventory shall not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices be considered a sale in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (niv) not waiveincrease the base salary, releasewage rate, assign change in control, retention, bonus, severance or modify termination pay of any material benefit or claim under any Assigned ContractDivision Employee; (ov) settle or compromise any material legal proceeding relating to the Acquired Assets that does not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practiceconstitute an Excluded Liability; (pc) comply abandon, dispose of or terminate ownership rights in all material respects with all Laws applicable to any Intellectual Property of the Business and, promptly following receipt thereof, give or otherwise permit any of their rights to any Intellectual Property of the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such LawsBusiness to lapse; andor (qd) not agree in writing to take any material of the actions that could reasonably be expected to delay in the Closing; provided, however, except as expressly provided in foregoing clauses of this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closing6.1(b).

Conduct of the Business. From the date of Notwithstanding anything contained in this Agreement until to the Closing contrary, Purchaser acknowledges and agrees that neither of the Companies nor the Seller is making any representations or warranties whatsoever, expressed or implied, beyond those expressly giving by the Companies and the Seller, as the case may be, in Article III, ‎Article IV and VI, respectively (as modified by the Schedules hereto as supplemented or until amended), and Purchaser acknowledges and agrees that, except for the earlier termination representations or warranties contained therein, the assets and the business of the Companies are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representations or warranties shall be based solely on the representations and warranties of the Companies and the Seller, set forth in Article III, ‎Article IV or Article VI, respectively (as modified by the Schedules hereto as supplemented or amended). Purchaser further represents that none of the Companies, any Seller or any of their respective Affiliates, nor any other Person has made any representations and warranties, express or implied, as to the accuracy or completeness of any information regarding the Companies, the Seller, or the transactions contemplated by this Agreement in accordance with Section 11.1), except as not expressly required by applicable Law, as set forth on Schedule 7.1 in this Agreement, and none of the Seller Disclosure ScheduleCompany, as contemplated by or required to implement this Agreement the Seller, any of their respective Affiliates or any Ancillary Agreementother Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, or as otherwise waived or consented to in writing by Purchaser (which consent shall not be unreasonably withheldany such information, conditioned or delayed), Seller shall: (a) operate and carry including any confidential memoranda distributed on the Business in the ordinary course of business consistent with past practice; (b) use commercially reasonable efforts to preserve intact the goodwill behalf of the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related Companies relating to the Business on a basis consistent with past practice; and (d) continue Companies or other publications or data room information provided to make all necessary and material filings and payments with Governmental Authorities Purchaser or its representatives in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation sale of the Business as presently conducted; (e) perform all Companies and the Transaction. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of Seller’s material obligations under the Assigned Contracts condition, operation and business of the Companies and, in accordance making its determination to proceed with the terms thereof; (f) refrain from makingTransaction, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver Purchaser has relied on the results of its own independent investigation based upon the information supplied by Seller. As of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of businessdate hereof, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) Purchaser is not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose aware of any Purchased Assetsfacts, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign events or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew circumstances that would cause any of the material Permits related to the Business; (m) not amend, modify, cancel representations or terminate any Assigned Contract (other than terminations or expirations at the end warranties of the stated term after the date hereof); (n) not waive, release, assign Companies set forth in Article III hereof to be untrue or modify incorrect in any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws applicable to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closingrespect.

Conduct of the Business. From (a) During the date of Interim Period, except (i) as otherwise expressly permitted or required by this Agreement until the Closing (or until the earlier termination of this Agreement including as described in accordance with Section 11.1), except as expressly required by applicable Law, as set forth on Schedule 7.1 6.1 of the Seller Disclosure ScheduleSchedule or the Intercompany Transfers) and the Transaction Documents, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or (ii) as otherwise waived or consented to approved in writing by Purchaser Buyer (which consent approval shall not be unreasonably withheld, conditioned or delayed) or (iii) making any dividend, payment or other distribution of cash or cash equivalents on or prior to the Effective Time, and, in each case, without limiting the rights of Sellers or their Affiliates to the extent with respect to Retained Assets and the Retained Liabilities, Sellers shall, with respect to the Company Entities and the Business, and shall cause the Company Entities and, with respect to the Business, the other Seller Entities to conduct the Business in the ordinary course of business, and shall use reasonable best efforts to preserve, maintain and protect the goodwill, material insurance policies, material business relationships including with respect to key employees and Governmental Authorities and the assets and properties of the Company Entities and the Business (ordinary wear and tear excepted). (b) In furtherance and not in limitation of Section 6.1(a), during the Interim Period, except (i) as otherwise expressly permitted or required by this Agreement (including as described in Section 6.1 of the Seller shallDisclosure Schedule or in connection with the Intercompany Transfers) and the Transaction Documents, (ii) as required by applicable Law, or (iii) as otherwise approved in writing by Buyer, and, in each case, without limiting the rights of Sellers or their Affiliates to the extent with respect to the Retained Assets and the Retained Liabilities, Sellers shall not, with respect to the Company Entities or the Business, and shall cause the Company Entities and, with respect to the Business and the Transferred Assets, the other Seller Entities not to, take any of the following actions: (ai) operate and carry amend the Governing Documents of (A) any Company Entity or (B) to the extent such amendment would materially delay or impact the ability of the parties to consummate the transactions contemplated herein, BKG (other than solely to reflect any changes of the names of the Company Entities); (ii) except as required under any Employee Benefit Plan, authorize for issuance, issue, grant, sell, deliver, dispose of, pledge or otherwise encumber any Equity Interests any Company Entity, or grant any Rights with respect to any Company Entity; (iii) declare, set aside, make or pay any dividend, payment or other distribution, in respect of the Company Interests to Sellers, other than any dividend, payment or other distribution of cash or cash equivalents made or paid on or prior to the Effective Time; (iv) (A) increase any severance or termination pay (or amend any existing severance pay or termination arrangement) for the benefit of any of the Business Employees or other service providers of the Company Entities or the Business with annual compensation (consisting of annual base salary and target cash bonus or commissions) in excess of $100,000, (B) enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement) for the benefit of any of the Business Employees or other service providers of the Company Entities or the Business with annual compensation (consisting of annual base salary and target cash bonus or commissions) in excess of $100,000, (C) increase benefits payable under any existing broad-based severance or termination pay policies applicable to the Business Employees, (D) except for the hiring of an individual made in the ordinary course of business in accordance with ordinary course hiring practices to fill a vacancy arising due to cessation of employment of a Business Employee following the date hereof (with such new hire to have a substantially comparable role and terms and conditions of employment as such former employee), hire any individual who would be treated or characterized as a Business Employee with annual compensation (consisting of annual base salary and target cash bonus or commissions) in excess of $100,000, (E) terminate the employment of any Business Employee, other than for cause, with annual base salary and incentive compensation opportunity that exceeds $100,000 or (F) increase the compensation payable (including wages, salaries or bonuses) or to become payable to any Business Employee except for increases (1) required in accordance with the terms of any Employee Benefit Plan or Labor Contract or (2) made in the ordinary course of business consistent with past practice with respect to any such Business Employee with annual base salary less than $100,000; (v) establish, adopt, enter into, amend or terminate any Employee Benefit Plan or any Labor Contract for the benefit of any Business Employee, except in the ordinary course of business consistent with past practice (including any adoption of any new Labor Contract as a result of the expiration (or pending expiration) of any current Labor Contract and any adoption or amendment of Employee Benefit Plans in connection with annual compensation and benefit review) or to the extent any such action does not disproportionately affect the Business Employees as compared to Sellers’ other employees; (vi) sell, transfer or otherwise dispose of, or grant or impose any Liens (other than Permitted Liens) on, any assets of the Business (other than (x) sales of Inventory in the ordinary course of business or sales of obsolete assets, in each case consistent with past practice and (y) use of cash and cash equivalents) to any Person (other than any Company Entity) having a value in excess of $1,000,000; (vii) purchase or acquire (by merger, consolidation or combination, or otherwise) any assets (including Equity Interests) of any Person having a value in excess of $1,000,000; (viii) without limiting, modifying or waiving the restrictions set forth in Section 6.1(b)(ix) below with respect to the Subject Agreement, (A) enter into any Contract that if entered into prior to the date hereof would be deemed a Material Contract, (B) amend in any material respect any Material Contract (other than on terms no less favorable than its existing terms), or (C) terminate any Material Contract (other than any expiration in accordance with its terms); provided that, Buyer’s consent with respect to (I) clauses (A) through (C) shall not be unreasonably withheld and (II) clauses (A) and (B) shall not be required with respect to (x) the extension or renewal of any customer Contract on terms no less favorable than as provided in the underlying customer Contract in effect as of the date hereof or (y) the amendment or renewal for a period of no longer than two (2) years of any supplier Contract otherwise on terms no less favorable than as provided in the underlying supplier Contract in effect as of the date hereof ; (ix) amend, modify or waive any material rights under the Contract set forth on Section 7.2(f)(i)(B)(2) of the Seller Disclosure Schedule (the “Subject Agreement”); (x) enter into or amend any Affiliate Contract; (xi) except as required by IFRS, make any change in any method of accounting or auditing practice with respect to the Business; (xii) (A) make, change or revoke any material Tax election, (B) adopt or change any Tax accounting method, (C) settle or compromise any claim, notice, audit report or assessment in respect of material Taxes, (D) change any Tax period, (E) file any amended material Tax Return or claim for a material Tax refund, (F) surrender or abandon any right to claim a refund of material Taxes, (G) enter into any pre-filing agreement, advance pricing agreement or closing agreement, in each case, with any Taxing authority, (H) request any Tax ruling from a competent Authority, (I) consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment (other than as a result of an ordinary course extension of time within which to file a Tax Return) or (J) change the tax classification of any of the Company Entities; (xiii) commence, settle, pay, discharge, compromise, waive or release any Action relating to the Business or involving the ownership of the Company Entities which would, or would be reasonably likely to, result in (A) injunctive relief or (B) a payment in excess of $1,000,000 payable by the Company Entities or Buyer following the Closing; (xiv) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, restructuring, recapitalization or other material reorganization; (xv) commit to incur any capital expenditures, or any obligations or liabilities in connection therewith or fail to make or delay any capital expenditures other than in the ordinary course of business consistent with past practice; (bxvi) use commercially reasonable efforts to preserve intact the goodwill of the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable except in the ordinary course case of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of any Purchased Assets, other than the sale of Inventory and other dispositions of assets a seasonal build-up in the ordinary course of business consistent with past practice, increase, accelerate or otherwise engage in any stockpiling or excess purchasing activity with respect to inventory, supplies or raw materials; (ixvii) not (i) exclusively licensesell, assign assign, transfer, or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) otherwise dispose of, grant or impose any Liens on, license, abandon, dedicate to the public, or permit allow to lapse or expire (other than the expiration of patents in accordance with their maximum statutory term) any rights in or to any Purchased Business material Intellectual Property owned by a Company Entity or any Purchased Business Technologymaterial Intellectual Property constituting a Transferred Asset; (jxviii) not grant disclose to any allowances third party (other than the Buyer, its Affiliates or discounts on Products outside their respective Representatives) (A) any Trade Secrets related to the Business or (B) other Confidential Information (other than pursuant to a written confidentiality agreement entered into in the ordinary course of business with reasonable protections of, and preserving all rights of the Company Entities in, such Confidential Information), except for information disclosed, to the extent reasonably necessary, in connection with the exercise of any remedies provided in this Agreement or sell Inventory in excess any Transaction Document or any proceeding related to this Agreement or any Transaction Document or the enforcement of consumption consistent with past practices rights hereunder or thereunder or otherwise in the ordinary course of business;; or (kxix) not manufacture, commit or enter into any purchase commitments agree to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew do any of the material Permits related to the Business;foregoing. (mc) From and after the Effective Time through the consummation of the Closing, Sellers shall cause the Company Entities and Business not amend, modify, cancel to (i) pay or terminate otherwise remit or distribute any Assigned Contract Closing Cash (other than terminations payments or expirations at the end of the stated term after the date hereofdistributions to other Company Entities);, (ii) incur any Indebtedness or (iii) incur or become obligated to pay any Seller Transaction Expenses. (nd) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws applicable Prior to the Business andClosing, promptly following receipt thereofSellers shall exercise, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply consistent with the terms and conditions of this Agreement, control and supervision of the Agreement, including this Section 7.1. Nothing contained herein Company Entities and the Business and shall give Purchaser, directly or indirectly, the right to at all times exercise complete control or direct the operations and supervision of Seller prior to Closingall of its other businesses and operations.

Conduct of the Business. From (a) During the period from the date of this PR Purchase Agreement until through the PR Closing (Date or until the earlier termination of this PR Purchase Agreement in accordance with pursuant to Section 11.1)9.1, except as expressly (i) otherwise contemplated by the Transaction Documents, (ii) required by applicable Law, as set forth on Schedule 7.1 (iii) Previously Disclosed or (iv) otherwise authorized by the prior written consent of Purchaser, which consent, in the Seller Disclosure Schedulecase of clauses (3) through (11) below, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shallshall not, and shall cause its Affiliates not to: (a1) operate and carry on fail to use its reasonable best efforts to administer the Business Purchased Assets or administer the Assumed Liabilities in the ordinary course of business consistent with past practice; (b2) fail to use commercially reasonable best efforts to preserve intact the goodwill of the Business and the maintain its relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the BusinessBranch Customers; (c3) continue to maintain the Booksrenew, Records and Files of Seller and its Affiliates exclusively amend in any material respect or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking terminate any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of any Purchased AssetsAssumed Contract, other than the sale of Inventory and other dispositions of assets when such actions are made in the ordinary course of business consistent with past practicepractice on terms that do not impose any additional material obligations on Seller, or following the PR Closing, Purchaser; (i4) not (i) exclusively licensesell, assign transfer, mortgage, encumber or transfer otherwise dispose of any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business TechnologyAssets; (j5) not grant subject any allowances or discounts on Products outside of the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of businessPurchased Assets to a Lien; (k6) not manufacturematerially change the underwriting standards or risk management policies used by the PR Branch, other than changes implemented on a bank-wide basis or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of businesswithin Seller’s international banking division; (l7) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any except as permitted by Section 4.24 of the SPA with respect to any Specified Action, pay, discharge, settle or compromise any Action if such payment, discharge, settlement or compromise would reasonably be expected to impose any material Permits related to obligation or liability on the Business; (m) not amendPurchased Assets or the Assumed Liabilities, modify, cancel or terminate any Assigned Contract (other than terminations any payments, discharges, settlements or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except compromises in the ordinary course of business consistent with past practicepractice that do not involve (i) equitable relief or (ii) monetary damages or settlement amounts in an amount that exceeds (1) $1,000,000 in the aggregate for all such Actions or (2) with respect to any individual Action, the amount of any specific reserves with respect to such Action as of December 31, 2018 by more than $100,000; (p) comply 8) other than in all material respects the ordinary course of business consistent with all Laws past practice or as determined to be necessary or advisable by Seller in the reasonable bona fide exercise of its discretion based on changes in market conditions applicable to the Business andPR Branch, promptly following receipt thereofmaterially alter its interest rate, give credit policies or fee pricing policies or practices with respect to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay Assumed Deposits and the ClosingPurchased Loans; provided, however, except as expressly that Seller shall be permitted to take such actions with respect to the Assumed Deposits to the extent reasonably deemed necessary to preserve the mix, type and aggregate amount of the Assumed Deposits; (9) to the extent related to the PR Branch, the Purchased Assets or the Assumed Liabilities, make or rescind any material election relating to income Taxes or adopt or change any method of accounting in respect of income Taxes (other than any elections or changes in accounting method made by Seller on a firm-wide basis that do not increase the Taxes of Purchaser, of or with respect to the PR Branch, or with respect to the Purchased Assets or the Assumed Liabilities, and provided that Seller uses reasonable best efforts to minimize the applicability of any such changes to the PR Branch, the Purchased Assets and the Assumed Liabilities); (10) make any new Extension of Credit that would be booked at the PR Branch and become a Purchased Loan that is (i) in this Section 7.1excess of $1,000,000, (ii) not in the ordinary course of business consistent with past practice or (iii) inconsistent with Seller’s underwriting guidelines applicable to the PR Branch, a true, correct and complete copy of which have been made available to Purchaser; provided that Seller shall transmit any written request for a consent to make any new Extension or Credit (or a renewal) that is not covered by an exception above by e-mail to Purchaser’s Chief Credit Officer that shall state the principal amount of such proposed Extension of Credit and attach the loan package (with redactions of borrower names if deemed appropriate), and if Purchaser does not respond to such request for consent within forty-eight (48) hours after delivery of such e-mail, then Seller may make such Extension of Credit (including such renewal); provided, further that nothing in this Section 7.1 clause (10) shall prohibit prevent Seller or its Affiliates from conducting their businesses, including renewing any existing Extension of Credit in the Business, in their reasonable discretion provided it shall comply with ordinary course of business if such renewal only extends the maturity date of such Extension of Credit and does not otherwise alter the terms of the Extension of Credit; provided, further that Purchaser acknowledges and agrees to treat the information provided to Purchaser pursuant to this clause (10) confidentially and not use such information in any of Purchaser’s own business or underwriting activities; or (11) agree to do any of the foregoing. (b) Notwithstanding anything to the contrary in this PR Purchase Agreement, including (1) nothing in this Section 7.1. Nothing contained herein PR Purchase Agreement shall be construed to give Purchaser, directly or indirectly, the right rights to control or direct the operations of Seller the PR Branch prior to the PR Closing; and (2) prior to the PR Closing, Seller shall exercise, consistent with the terms of this PR Purchase Agreement, complete control and supervision over the operations of the PR Branch.

Conduct of the Business. From the date of this Agreement hereof until the Closing (or until the earlier termination of this Agreement in accordance with Section 11.1)Closing, except (x) as expressly required by applicable Lawlaw or as otherwise expressly permitted or contemplated by this Agreement, (y) as set forth on Schedule 7.1 in Section 2.8 or 4.1 of the Seller Disclosure Schedule, as contemplated by Letter or required to implement this Agreement or any Ancillary Agreement, or as (z) otherwise waived requested or consented to in writing by Purchaser (Buyer, which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed)delayed and which consent shall be deemed to have been given if Buyer fails to respond to a written request for such consent within seven (7) Business Days after the date of such request, Seller shall: (a) operate and carry on the Business in the ordinary course of business consistent with past practice; (b) shall use commercially reasonable efforts to preserve intact the its business organizations and maintain material relationships (contractual or otherwise) and goodwill with policyholders, regulators, suppliers and service providers of the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller Company Group and its Affiliates exclusively or primarily related business and to cause the Company Group to conduct the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course and Seller shall not and shall not permit any member of businessthe Company Group to: (a) amend the certificate of incorporation or certificate of formation of any member of the Company Group, subject as applicable, or the by-laws or limited liability company operating agreement of any member of the Company Group, as applicable, or take or authorize any action to the Seller’s ability to pursue in good faith any bona fide disputeswind up its affairs or dissolve; (hb) not sell(i) amend or terminate any Seller Benefit Plan (including any Company Benefit Plan) in any material respect, leaseestablish, licenseenter into or adopt any new arrangement that would (if it were in effect on the date hereof) constitute a Seller Benefit Plan or a Company Benefit Plan, transfertake any action that would result in a Seller Benefit Plan becoming in whole or part a Company Benefit Plan or vice versa, abandonor take any action with respect to any Seller Benefit Plan (including any Company Benefit Plan) that would reasonably be expected to increase, pledgeaccelerate or alter the liabilities of any Company Benefit Plan or reduce or impair the assets of any Company Benefit Plan, encumber (other than Permitted Encumbrances)ii) take any action to increase, fail to maintain accelerate the payment or vesting of, or fund or otherwise dispose guarantee, freeze or secure the payment of compensation or benefits of any Purchased AssetsBusiness Employee, other than the sale of Inventory and other dispositions of assets than, in each case, in the ordinary course of business in a manner consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant applicable internal policies of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws applicable to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including or to the Business, extent required under any Seller Benefit Plan or other contractual arrangement as in their reasonable discretion provided it shall comply with effect on the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closing.date hereof,

Conduct of the Business. From (a) During the period from the date of this Agreement until the Closing (or until the earlier termination of this Agreement in accordance with pursuant to Section 11.1)7.01 hereof, except as expressly required by applicable Law, as set forth on the attached Conduct of Business Schedule 7.1 or with the prior written consent of Parent, the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to in writing by Purchaser Company shall (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall: (ai) operate and carry on the Business in the its business according to its ordinary course of business consistent with past practice; and substantially in the same manner as heretofore conducted; provided that, the foregoing notwithstanding, the Company may use all available cash to repay any Indebtedness or Holder Transaction Expenses prior to Closing or to issue dividends, (bii) use commercially reasonable efforts to preserve intact the goodwill of the Business and the relationships of Seller with protect its customersmaterial assets, vendorsproperties, suppliers, Business Employees and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business organization (including all Registered IP) in a timely manner, key officers and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrancesemployees), fail goodwill and business relationships, (iii) cause all transactions with third parties to take place on arm’s length terms, (iv) maintain or otherwise dispose of any Purchased Assets, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts insurance coverage on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current such terms and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after such amounts substantially as maintained on the date hereof); , and (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (pv) comply in all material respects with all Laws applicable to the Business andLaws, promptly following receipt thereoforders, give to the Purchaser copies codes, licenses, regulations and ordinances of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; andBody. (qb) During the period from the date of this Agreement until the Closing or the earlier termination of this Agreement pursuant to Section 7.01 hereof, except as otherwise expressly provided for by this Agreement or consented to in writing by Parent, which consent will not take be unreasonably withheld, the Company shall not, (i) other than the borrowing of amounts pursuant to any credit facility of the Company existing as of the date hereof, incur or commit to incur any material actions that Indebtedness, (ii) except as required by Law, engage in any other activity which could reasonably be expected to delay impair the Closingability of Parent, the Merger Sub or the Company to consummate the Merger, (iii) declare or pay any dividend or other distribution of the assets of the Company except for cash dividends; (iv) hire or terminate any officers or key employees of the Company; or (v) take any action or refrain from taking any action that, if taken or not taken prior to the date hereof, would be required to disclosed pursuant to Section 3.07 or under Section 3.13(i); provided, however, except as expressly provided that in the event of any conflict between Section 3.07 and this Section 7.15.01(b), nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein 5.01(b) shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closingprevail.

Conduct of the Business. From Pending Closing. Between the --------------------------------------- date of this Agreement until hereof and the Closing (or until hereunder the earlier termination of this Agreement in accordance with Section 11.1)Company shall, except as expressly required by applicable Law, as set forth on Schedule 7.1 of and the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to in writing by Purchaser (which consent Shareholders shall not be unreasonably withheld, conditioned or delayed), Seller shallcause the Company to: (a) operate except as otherwise permitted by this Agreement, not take or suffer or permit any action which would render materially untrue any of the representations or warranties of the Shareholders and carry on the Business in Company herein contained, and not omit to take any action, the ordinary course omission of business consistent with past practicewhich would render materially untrue any such representation or warranty; (b) use commercially reasonable efforts to preserve intact except as permitted by this Agreement, conduct its business in a good and diligent manner in the goodwill of ordinary and usual course (except the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the BusinessCompany may stop offering Pay Day Loans and/or Consumer Loans); (c) continue not enter into any contract, agreement, commitment or arrangement with any party, other than contracts for the provision of services and contracts for the purchase of materials and supplies in the ordinary and usual course of business, and except as may be required to maintain comply with the Booksterms hereof, Records and Files not amend, modify or terminate any Real Property Lease, Personal Property Lease or Material Contract without the prior written consent of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; andPurchaser; (d) continue use their best efforts to make all necessary and material filings and payments with Governmental Authorities in connection preserve the Company s business organization intact, except as may be required to comply with the Business (including all Registered IP) in a timely mannerterms hereof, to keep available the services of its employees, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conductedpreserve its relationships with customers, suppliers and others with whom it deals; (e) perform all not reveal, orally or in writing, to any party, other than the Purchaser and the Purchaser s authorized agents, any of Seller’s material obligations under the Assigned Contracts business procedures and practices, intellectual property or trade secrets followed or utilized by the Company in accordance with the terms thereofconduct of its business; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; maintain in full force and refrain from consenting to any extension or waiver effect all of the limitation period applicable to insurance policies listed on Schedule 4.21 and make no change in any claim or assessment with respect to Taxes; in each case to insurance coverage without the extent taking such action would adversely affect prior written consent of the Purchased Assets or the Business in a Post-Closing Tax PeriodPurchaser; (g) pay keep the premises occupied by the Company and discharge all material Liabilities related to of the Purchased Assets as they become due Company s equipment and payable in the ordinary course of business, subject to the Seller’s ability to pursue other tangible personal property in good faith any bona fide disputesorder and repair and perform all necessary repairs and maintenance; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail continue to maintain or otherwise dispose all of any Purchased Assets, other than the sale Company s usual business books and records in accordance with its past practices and not change its method of Inventory and other dispositions of assets in the ordinary course of business consistent with past practiceaccounting; (i) not (i) exclusively license, assign or transfer issue any Purchased Business Intellectual Property capital stock or any Purchased Business Technology to any Person (including any current option, warrant or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technologyright relating thereto; (j) not grant waive any allowances right or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of businesscancel any claim; (k) except as disclosed on Schedule 4.10, not manufacture, increase the compensation or enter into rate of compensation payable to any purchase commitments to purchase, Inventory in amounts outside of the ordinary course Company s employees without the prior written consent of businessthe Purchaser; (l) use commercially reasonable efforts maintain the Company s corporate existence and not fail to keep current and in full force and effect merge or renew consolidate the Company with any of the material Permits related to the Businessother entity; (m) not amendexcept as may be required to comply with the terms hereof, modifycomply with all provisions of all Real Property Leases, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof)Personal Property Leases and Material Contracts and all applicable laws, rules and regulations; (n) except as described on Schedule 4.10, not waive, release, assign or modify make any material benefit or claim under any Assigned Contractcapital expenditure; (o) not grant any Business Employee any increase in compensation amend its articles of incorporation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practicebylaws; (p) comply in all material respects with all Laws applicable not agree to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Lawsdo anything prohibited by this Section 6.2; and (q) not take make any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided Tax election or settle or compromise any Tax liability for an amount materially in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms excess of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, liability therefor that is reflected in the right to control or direct the operations of Seller prior to ClosingFinancial Statements.

Conduct of the Business. From the date of this Agreement until the Closing (or Effective Date until the earlier of the Closing Date or the termination of this Agreement in accordance with pursuant to Section 11.1)6.01, except as expressly required by applicable Law, as set forth on in Schedule 7.1 of the Seller Disclosure Schedule, as contemplated 5.01 or otherwise provided for by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to in writing by Purchaser Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall: (a) operate and carry on shall use its commercially reasonable efforts to conduct the Business in the ordinary course of business consistent with past practice;; provided that, the foregoing notwithstanding, Seller may use or distribute all Cash prior to the Closing for any purpose. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (ba) use commercially reasonable efforts to maintain and preserve intact the goodwill current organization, business and franchise of the Business and to preserve the goodwill and relationships of Seller with its the employees, customers, vendors, suppliers, Business Employees and others having business relations with regulators of the Business; (b) preserve and maintain all of the Permits used in the Business, including the Mining Permits; (c) continue cause the Tangible Personal Property to maintain be maintained in substantially the Bookssame condition, Records in the aggregate, as it was on the date of this Agreement, subject to reasonable wear and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; andtear; (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) fulfill any orders for coal from customers in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conductedmanner that is consistent with past practices; (e) perform perform, in all material respects, all of Seller’s material its obligations under all Contracts relating to the Assigned Contracts in accordance with the terms thereofBusiness; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect maintain its books and records related to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Periodaccordance with past practice; (g) pay and discharge comply in all material Liabilities related respects with all applicable Laws with respect to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputesBusiness; (h) not sellrefrain from subjecting any material portion of the Purchased Assets to any Lien, leaseexcept for Permitted Liens; (i) refrain from entering into, licenseamending waving any material right with respect to, transferor terminating (excluding, abandonfor the avoidance of doubt, pledgeby permitting expiration in accordance with its terms) (A) any Material Contract, encumber DCS Contract or Lease (other than Permitted Encumbrancesor any contract which would, if it were in existence on the date hereof, be required to be set forth as a Material Contract or Lease), fail to maintain or otherwise dispose of any Purchased Assets, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); practice and (iiB) dispose ofany contract set forth on Schedule 5.01(i) hereto, abandonprovided that nothing in this Section 5.01(i) shall restrict the exercise by Seller of its contractual remedies under any Material Contract, DCS Contract or permit to lapse any rights in Lease for breach or to any Purchased Business Intellectual Property or any Purchased Business Technologydefault by a counterparty thereto; (j) not grant any allowances or discounts on Products outside maintain the ordinary course of business or sell Inventory Real Property in excess of consumption a manner and consistent with past practices in its current practices, provided that Seller shall not be responsible for any capital improvements or repairs to the ordinary course Real Property, except as required by any Lease or other Contract with respect thereto, and not transfer, sell, mortgage, pledge, encumber, or otherwise dispose of business;the Real Property, or any portion thereof; and (k) not manufactureimplement or effect any material reduction in labor force or lay-off, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which as Seller determines may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except reasonably required in the ordinary course of its sole business consistent with past practice; (p) comply in all material respects with all Laws applicable judgment after giving notice to the Buyer at least 2 Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller Days prior to Closingimplementation thereof.

Conduct of the Business. From During the period from the date of this Agreement hereof until the Applicable Closing (or until the earlier termination of this Agreement in accordance with Section 11.1)Agreement, except (a) as expressly contemplated or required by applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or (b) as otherwise waived or consented to in writing by Purchaser (the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed), (c) as set forth in Section 5.1 of the Disclosure Schedules or (d) as required by applicable Law, the Seller shall, and shall cause the Seller Group (x) to conduct the Business in all material respects in the ordinary course of business and use commercially reasonable efforts to preserve intact the Business and (y) not to, to the extent relating to the Business: (ai) operate amend the organizational documents of any Transferred Entity or (only insofar as such amendment would materially adversely affect the Business) any member of the Seller Group or subject any Transferred Entity to any bankruptcy, receivership, insolvency or similar proceedings; (ii) (A) issue, sell, pledge, transfer, dispose of or encumber, or authorize or propose the issuance, sale, pledge, transfer, disposal or encumbrance of, any Transferred Equity Interests or equity interests convertible into or exchangeable for any other equity interests of any Transferred Entity or any direct or indirect rights in respect of the equity interests of any Transferred Entity or (B) reclassify, combine, split, subdivide, redeem or purchase or otherwise acquire, directly or indirectly, any of the outstanding equity interests of any Transferred Entity; (iii) (A) make or grant any wage or salary or other compensation or benefit increase to any Business Employee or make any increase in the payments of benefits, including severance and carry on termination benefits, to any Business Employee, in each case, other than (w) in the ordinary course of business and consistent with past practice to Business Employees (other than Business Employees in Band G or greater), with such increases not to exceed 2% of the aggregate costs of such amounts (including annual grants of equity awards and annual cash bonuses under the Pitney Xxxxx Incentive Plan), (x) as required by existing agreements, commitments or benefit plans, (y) as required by Law or (z) pursuant to changes to a Business Benefit Plan, that is not an Assumed Benefit Plan, applicable to all employees of the Seller, (B) adopt, terminate or materially amend any plan that would be an Assumed Benefit Plan or (C) (1) terminate any employee in Band E or above (other than for cause), or transfer any Business Employee out of the Business or (2) hire or transfer into the Business any would-be Business Employee; (iv) (A) enter into any Contract that would be a Material Contract if entered into prior to the date hereof, or materially amend, modify, supplement or consent to the termination of or terminate any Material Contract, in each case, excluding (x) any new Contracts or modifications, supplements or amendments to existing Contracts entered into with customers or vendors of the Business (including Contracts of the type described in subsections (iv) and (v) of Section 3.15(a)) in the ordinary course of business, (y) Intellectual Property licenses entered into in the ordinary course of business or (z) lease extensions or similar amendments to leases (including the Transferred Real Property Leases or the prime leases to which the Real Property Subleases are subject) entered into in the ordinary course of business, (B) waive or release any material rights under such Material Contracts other than in the ordinary course of business or (C) enter into any Contract of the type set forth in Section 3.15(a)(i); (v) enter into or consummate any transaction involving the acquisition by the Transferred Entities of the business, stock or substantially all of the assets of any other Person, by merger or consolidation, purchase of substantially all of the assets or equity interests, or by any other manner, in a single transaction or a series of related transactions (other than capital expenditures identified in a capital expenditures budget previously provided to the Purchaser); (vi) sell, transfer, license, pledge, mortgage, encumber, abandon, dispose of or otherwise subject to any Encumbrance (other than Permitted Encumbrances) any of the Transferred Equity Interests or the Transferred Assets, other than (A) non-exclusive Intellectual Property licenses granted in the ordinary course of business; (B) obsolete or worn out equipment sold, disposed or transferred or non-material Intellectual Property abandoned, in each case, in the ordinary course of business consistent with past practice; or (C) pursuant to Contracts in force as of the date hereof; (bvii) use commercially reasonable efforts make any material change in (A) any method of accounting or auditing practice with respect to preserve intact the goodwill of the Business and other than those required by GAAP, (B) the relationships policies, procedures or practices relating to credit collection or payment (including any acceleration in the collection of Seller with any receivables or delay in the payment of payables) or (C) its customers, vendors, suppliers, Business Employees and others having business relations with privacy policies or security of its IT Assets in any manner that is materially adverse to the Business, in each case, except as required by Law; (cviii) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable other than in the ordinary course of business, subject make any loans, advances or capital contributions to, or investments in, any other Person (in each case, other than as would be discharged, assumed, or canceled on or prior to the Seller’s ability to pursue in good faith any bona fide disputesApplicable Closing); (hix) not selldeclare, leaseauthorize, licensemake or pay any dividend or other distribution (payable in stock, transferproperty or otherwise) with respect to the equity interests of a Transferred Entity, abandonexcept for lawful Cash dividends and distributions paid in their entirety prior to the Principal Closing Date, pledgeany dividends or distributions payable to a Transferred Entity, encumber or any lawful dividends or distributions consisting solely of Excluded Assets; (x) with regard to any Transferred Entity, (A) issue any note, bond, or other debt security, or create, incur, assume or guarantee any Indebtedness or any material capitalized lease obligation other than intercompany debt that will be paid, settled, forgiven, canceled or extinguished as of the Principal Closing, (B) make any payments in respect of Indebtedness owed by such Transferred Entity to any third party, (C) payoff, redeem, repay or otherwise retire for value any Indebtedness or (D) pay any Transaction Expenses, in each of the case of clauses (B), (C) and (D), such restrictions shall apply only on the Principal Closing Date and only with respect to payments utilizing Cash of such Transferred Entity; (xi) initiate, settle, compromise or discharge any Action (other than Permitted EncumbrancesTax Actions, which are governed by Section 5.1(xv)), fail to maintain settlements or otherwise dispose compromises involving solely money damages (and not equitable remedies) not in excess of $1,000,000 in the aggregate; (xii) enter into any Purchased AssetsAffiliate Agreement, or materially amend or modify or terminate any existing Affiliate Agreement, other than the sale entry into, amendments or modifications of, or terminations of Inventory and other dispositions of assets Affiliate Agreements (x) in the ordinary course of business consistent with past practiceand on arm’s-length terms or (y) that will terminate at or prior to the Applicable Closing Date, provided, however, the Seller may terminate any existing Affiliate Agreements to the extent required pursuant to this Agreement; (ixiii) not (i) exclusively licenseadopt or effect a plan of complete or partial liquidation, assign dissolution, merger, consolidation, restructuring, recapitalization or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside other reorganization involving the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract Transferred Entities (other than terminations or expirations at the end of the stated term after the date hereofReorganization); (nxiv) not waive, release, assign or modify recognize any material benefit or claim under any Assigned Contract; (o) not grant Employee Representative as the representative of any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination payEmployees, or enter into any new employment, deferred compensation or similar agreement with any such employee (amended Labor Contract except for any retention bonus plan which may be mutually agreed between Seller and Purchaseras required by applicable Law or pursuant to the Seller’s obligations under Section 5.10(q), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (pxv) comply (A) make, change or revoke any entity classification election or other material Tax election, (B) change any annual accounting period, (C) change or adopt any material method of Tax accounting, (D) request any ruling from any Taxing Authority, (E) amend any material Tax Return, (F) surrender any right to claim a material refund of Taxes, (G) settle or compromise any claim, assessment or dispute with respect to a material amount of Taxes, (H) enter into any closing agreement as described in all Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law) with a Taxing Authority, or (I) consent to any extension or waiver of any statute of limitations regarding the assessment or collection of any material respects Tax, in each case other than with all Laws applicable respect to any Seller Consolidated Group; or (xvi) authorize, commit or agree to take any of the foregoing actions in respect of which it is restricted by the provisions of this Section 5.1. Notwithstanding anything in this Agreement to the Business andcontrary, promptly following receipt thereof, give the Purchaser acknowledges and agrees that prior to the Purchaser copies Principal Closing Date (but not, for the avoidance of doubt, on the Principal Closing Date), (A) the Seller may (but shall have no obligations to) cause any notice received from Transferred Entity to distribute its cash and cash equivalents to the Seller or any Governmental Authority of its Affiliates (it being understood that any cash or other Person alleging cash equivalents not so distributed and held by such Transferred Entity shall be included in calculation of Closing Cash) and (B) the Seller and/or any violation of its Affiliates may consummate the Reorganization and terminate any such Laws; and (q) not take any material actions that could reasonably be expected intercompany contracts or intercompany Indebtedness pursuant to delay Section 5.12. For the Closing; providedavoidance of doubt, however, except as expressly provided nothing contained in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including Agreement is intended to give the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller Group’s business, including, prior to the Applicable Closing, the Business. Prior to the Applicable Closing, the Seller Group shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its businesses and operations.

Conduct of the Business. From the date of this Agreement until the Closing (or until the earlier termination of this Agreement in accordance with Section 11.1), except a) Except as expressly required or permitted by applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, required by Requirements of Law or as otherwise waived or consented to in writing by Purchaser Coty US (which such consent shall not to be unreasonably withheld, conditioned or delayed), Seller shallX. Xxxxxxxx covenants and agrees that, from the date hereof until the Closing, he shall cause the Company and each of its Subsidiaries to, and the Company agrees that it shall and shall cause each of its Subsidiaries to, operate and carry on, the business and operations of the Company and its Subsidiaries only in the ordinary course and consistent in all material respects with past practices. Consistent with the foregoing, except as expressly required or permitted by this Agreement or by Requirements of Law or as consented to in writing by Coty (such consent not to be unreasonably withheld, conditioned or delayed), from the date hereof until the Closing, X. Xxxxxxxx shall cause the Company and each of its Subsidiaries to, and the Company shall and shall cause each of its Subsidiaries to, use commercially reasonable efforts consistent with past practice to keep and maintain the assets of the Company and its Subsidiaries in good operating condition and repair and use their respective commercially reasonable efforts to maintain the business organization of the Company and its Subsidiaries intact, preserve the business operations of the Company and its Subsidiaries and to preserve the goodwill of the suppliers, licensors, employees, independent contractors, customers, Presenters, distributors and others having business relations with the Company or any of its Subsidiaries. (b) Notwithstanding Section 5.1(a), except as expressly required or permitted by this Agreement or required by Requirements of Law or except as set forth on Schedule 5.1(b) or as consented to in writing by Coty (such consent not to be unreasonably withheld, conditioned or delayed), between the date hereof and the Closing, X. Xxxxxxxx shall cause the Company and each of its Subsidiaries not to, and the Company agrees that it shall not and shall cause its Subsidiaries to not prior to the Closing: (ai) operate amend any of the Organizational Documents of the Company or any of its Subsidiaries; (ii) issue, sell or transfer any Equity Securities of the Company or any of its Subsidiaries or any options, warrants, calls, rights (including preemptive rights) or commitments of any character relating to the issuance, sale, transfer, purchase or redemption of any of the Equity Securities of the Company or any of its Subsidiaries; (iii) reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any Equity Securities of the Company or any of its Subsidiaries, or make any other change with respect to their capital structures; (iv) adopt a plan of complete or partial liquidation, or authorize or undertake a dissolution, consolidation, restructuring, recapitalization or other reorganization; (v) declare, set aside, make or pay any dividends or other distributions (whether in cash, stock, property or otherwise) with respect to any of the Equity Securities of the Company or any of its Subsidiaries (other than to a Company or any wholly-owned Subsidiary of the Company); provided, that the Company and carry on its Subsidiaries may declare, set aside, make or pay cash dividends and cash distributions so long as the Business aggregate cash in the Company and its Subsidiaries equals or exceeds $10,000,000, as of the Closing; (vi) amend, modify or terminate any Material Contract, or enter into any Contract that would be considered a Material Contract if in effect as of the date hereof, in each case other than in the ordinary course of business consistent with past practices in respect of any Contract that constitutes a Material Contract, or would constitute a Material Contract if in effect as of the date hereof, pursuant to Section 3.14(a)(viii), 3.14(a)(x), 3.14(a)(xi), 3.14(a)(xii) or 3.14(a)(xiii) (so long as (A) in the case of a modification or amendment to such a Material Contract in effect as of the date hereof, such modification or amendment does not modify or amend in a manner adverse to the Company any provisions that would make it a Material Contract under Section 3.14(a)(iv) and (B) in the case of the entry into a Contract, such Contract does not contain any provisions described in Section 3.14(a)(iv)); (vii) (A) sell, lease, license, exchange, transfer, assign or otherwise dispose of any assets having a value in excess of $250,000 individually or in the aggregate, or impose or suffer to exist any Encumbrance upon any such assets (other than Permitted Encumbrances), of the Company or any of its Subsidiaries, in each case except for sales of inventory in the ordinary course of business consistent with past practice or (B) sell, lease, license, exchange, transfer, assign or otherwise dispose of, or mortgage, pledge or otherwise subject to an Encumbrance (other than Permitted Encumbrances) or permit to lapse, any material Owned Intellectual Property, other than expirations in accordance with respective statutory terms; (viii) develop or implement discount or promotion activities outside of those offered in the ordinary course of business consistent with past practice; (bix) use commercially reasonable efforts to preserve intact merge with, enter into a consolidation agreement with or acquire the goodwill Equity Securities of any Person, or acquire any substantial portion of the Business and the relationships assets or business of Seller any Person, or otherwise acquire any assets with its customers, vendors, suppliers, Business Employees and others having business relations with the Business; (c) continue to maintain the Books, Records and Files a value in excess of Seller and its Affiliates exclusively $250,000 individually or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of any Purchased Assetsaggregate, other than the sale of Inventory and other dispositions acquisitions of assets in the ordinary course of business consistent with past practice; (ix) not (i) exclusively license, assign cancel or transfer compromise any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); Indebtedness other than for fair value and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (kxi) not manufacturecommence or settle any action, suit, proceeding or enter into any purchase commitments to purchaseinvestigation, Inventory other than such settlements in amounts outside the ordinary course of businessbusiness that (A) are only for money damages of less than $250,000 individually and $1,000,000 in the aggregate, (B) include a full release of the Company and its Affiliates and (C) do not include any admission of wrong-doing; (lxii) use commercially reasonable efforts not fail to keep current and in full force and effect or renew incur any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (Indebtedness for borrowed money other than terminations or expirations at draws on the end of the stated term after the date hereof); (nCompany’s credit facilities described in Schedule 5.1(b)(xii) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (pxiii) comply in all material respects with all Laws applicable terminate any insurance policy maintained by the Company or its Subsidiaries and pertaining to the Business andassets, promptly following receipt thereofoperations or employees of the Company, give any of its Subsidiaries or the Business; (xiv) permit any Permit to be cancelled or lapse; (xv) make any capital expenditure or commitment for any capital expenditure other than (A) capital expenditures in the amounts contemplated by the budget provided by the Company to Coty prior to the Purchaser copies date hereof, (B) capital expenditures in the ordinary course of business not in excess of $200,000 in the aggregate, and (C) purchases of inventory in the ordinary course of business; (xvi) adopt, enter into, modify or terminate any Company Benefit Plan (or any arrangement that would be a Company Benefit Plan if in effect as of the date hereof) other than modifications in the ordinary course of business consistent with past practice that do not increase (other than immaterial increases) the amount of compensation or benefits to any employee of the Company or any of its Subsidiaries or otherwise increase (other than immaterial increases) the costs of such Company Benefit Plans to the Company and its Subsidiaries; (xvii) modify the compensation or benefits of any notice received from employee or independent contractor of the Company or any Governmental Authority of its Subsidiaries (including through the exercise of discretion under any Company Benefit Plan), other than as expressly permitted or contemplated by this Agreement, required by the terms of a Company Benefit Plan or in the ordinary course of business consistent with past practice to the extent such modifications do not result in any increase in costs (other Person alleging than immaterial increases in the aggregate) to the Company and its Subsidiaries; (xviii) recognize any violation labor union or enter into or modify any Collective Bargaining Agreement, other than as required by law; (xix) terminate without cause the employment of any such Laws; andofficer or employee, or any engagement with any independent contractor, of the Company or any of its Subsidiaries who is paid more than $250,000 on an annual basis, or remove any director; (qxx) not except as otherwise required by applicable Requirements of Law, make any material election, or adopt any material accounting method on any Tax Return that is inconsistent with elections made or accounting methods used in preparing or filing similar Tax Returns in prior periods (including elections or accounting methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date to the extent such election or method is inconsistent with elections made or methods used in preparing or filing similar Tax Returns in prior periods); (xxi) settle or otherwise compromise any material claim relating to Taxes other than the payment of Taxes owed in the ordinary course of business consistent with past practice, enter into any closing agreement or similar agreement relating to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes; (xxii) make any material change in any method of accounting other than changes required by GAAP or applicable Requirements of Law; or (xxiii) enter into any agreement to take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided specified in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closing5.1(b).

Conduct of the Business. (a) From the date of this Agreement until the earlier of the Closing (or until Date and the earlier termination of this Agreement in accordance with Section 11.1), (except as expressly required by applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as contemplated by or required to implement otherwise provided in this Agreement or any Ancillary Agreementas TDCC or HSB, or as otherwise waived or consented to the case may be, may consent in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayedwriting), Seller shallTDCC and DEI shall cause the Contributed Business of DEI, and HSB and Radian shall cause the Contributed Business of Radian, to be conducted in the ordinary course of business consistent with past practice and shall use their commercially reasonable efforts to: (ai) operate preserve intact the business organizations and carry on relationships with third parties relating to such Contributed Business; (ii) keep available the services of the present employees connected with such Contributed Business; (iii) continue making marketing, advertising, promotional, and other similar expenditures relating to such Contributed Business in the ordinary course of business consistent with past practice; (biv) use commercially reasonable efforts duly comply in all material respects with all laws, regulations or ordinances, including without limitation all Environmental Laws, applicable to preserve intact the goodwill of the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the such Contributed Business; (cv) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect its Books and Records relating to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Contributed Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of any Purchased Assets, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (ivi) not (i) exclusively license, assign or transfer any Purchased continue the maintenance and repair of the Contributed Assets relating to such Contributed Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant the making of Seller or any contractor or commercial partner of Seller); and (iischeduled capital expenditures) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices practice; (vii) maintain in effect insurance with respect to the Contributed Assets related to such Contributed Business in the ordinary course of business and against risks, with carriers and in amounts (including deductibles) consistent with past practice; (viii) maintain inventory and equipment related to such Contributed Business at levels consistent with past practice; and (ix) comply in all material respects with all material contracts relating to such Contributed Business. (b) Without limiting the generality of the foregoing, without the prior written consent of TDCC, in the case of Radian, or HSB, in the case of DEI, from the date of this Agreement until the Closing Date or the earlier termination of this Agreement, no Contributing Subsidiary will: (i) merge or consolidate with any other Person; (ii) acquire from any other Person, other than in the ordinary course of business, assets relating to its Contributed Business having a fair market value in excess of an aggregate of $1,000,000; (kiii) not manufacturesell, lease, license, pledge or enter into otherwise dispose of any purchase Contributed Assets except (i) pursuant to existing contracts or commitments to purchase, Inventory and (ii) in amounts outside the ordinary course of business;business consistent with past practice; or (liv) use commercially reasonable efforts not fail to keep current and in full force and effect or renew defer the payment of any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination payamounts, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate accelerate the employment collection of any such employee without causereceivables, except in the ordinary course of business consistent with past practice; (pv) comply in all create or suffer to exist any new Lien or encumbrance on any of its Contributed Assets, other than Permitted Liens; (vi) enter into any material respects with all Laws applicable contract or agreement (or, except for technical amendments to substitute the Business andname of Newco for the name of such party, promptly following receipt thereofany amendment, give to the Purchaser copies modification or waiver of any notice received from existing contract or agreement), that would be an Assumed Liability except in the ordinary course of business consistent with past practice; (vii) except in the ordinary course of business consistent with past practice, accept, receive or allow any Governmental Authority customer to make any prepayment related to its Contributed Business or its Assets; (viii) except in the ordinary course of business consistent with past practice, waive or release any right of value relating to its Contributed Assets or its Contributed Business; (ix) declare, set aside or pay any dividend or other Person alleging distribution (whether in cash or stock, or property or any violation combination thereof) in respect of any such Laws; andits capital stock; (qx) not take purchase any material actions that could reasonably be expected Derivative Financial Instrument; or (xi) agree or commit to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms do any of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closingforegoing.

Conduct of the Business. From the date of (a) The Sellers covenant and agree that, except (i) as otherwise expressly contemplated by this Agreement until (including as described in Schedule 7.1) and the Closing other Transaction Documents, (or until ii) for the earlier termination of this Agreement in accordance with Section 11.1), except as expressly required by applicable Law, as set forth on Schedule 7.1 effect of the Seller Disclosure Schedule, as announcement and consummation of the transactions contemplated by hereby or required to implement this Agreement thereby or any Ancillary Agreement, or (iii) as otherwise waived or consented to approved in writing by Purchaser Buyer (which consent approval shall not be unreasonably withheld, conditioned or delayed), Seller shall: (a) operate and carry on during the Interim Period, the Sellers shall cause the Company Business to be operated in the ordinary course Ordinary Course of business consistent with past practice;Business of Company, and shall use reasonable best efforts to preserve, maintain and protect the assets and properties of the Company Business; provided, that such efforts shall not include any requirement or obligation to make any payment or assume any liability not otherwise required to be paid or assumed by the terms of an existing Contract or offer or grant any financial accommodation or other benefit not otherwise required to be made by the terms of an existing Contract. (b) use commercially reasonable efforts In furtherance and not in limitation of Section 7.1(a), during the Interim Period, except (i). as otherwise expressly contemplated by this Agreement (including as described in Schedule 7.1) and the other Transaction Documents, (ii) as required by applicable Laws, or (iii) as otherwise approved in writing by Buyer (which approval shall not be unreasonably withheld, conditioned or delayed), the Sellers shall not, with respect to preserve intact the goodwill Company Business, take any of the Business and following actions: (i) amend the relationships Organizational Documents of Seller with Company or any of its customers, vendors, suppliers, Business Employees and others having business relations with the BusinessSubsidiaries; (cii) continue authorize for issuance, issue, grant, sell, deliver, dispose of, pledge or otherwise encumber any capital stock of Company or any of its Subsidiaries, or grant any rights to maintain the Books, Records and Files subscribe for or acquire any capital stock of Seller and Company or any of its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conductedSubsidiaries; (eiii) perform all declare, set aside, make or pay any dividend or other distribution, in respect of Seller’s material obligations under the Assigned Contracts Company Membership Interests to the Sellers; (iv) increase the compensation, benefits or fringe benefits paid or payable (including wages, salaries, bonuses or any other remuneration) or to become payable to any employee or contractor of Company or any of its Subsidiaries except for increases (A) required in accordance with the terms thereofof any Plan in effect on the date hereof, or (B) required by applicable Laws; (fv) refrain from making(A) establish, changing adopt, or revoking enter into new, or amend or terminate any existing, Plan or any labor union or collective bargaining Contract, except to the extent required by applicable Laws, or (B) except as may be required by applicable Laws or pursuant to the terms of any Plan in effect on the date hereof, fund, or agree to fund, any compensation or benefits under any Plan with respect to any current or former employee or contractor of Company, including through a “rabbi” or similar trust; (vi) terminate the service relationship or employment, other than for cause, of any employee of Company or any of its Subsidiaries or any independent contractor providing services to Company or any of its Subsidiaries or with respect to the Company Business, or transfer the employment or service relationship of any such Person, or make any variation to the terms and conditions of engagement or employment of any such Person; (vii) hire any individual who would become an employee or contractor of Company or any of its Subsidiaries unless required to replace any employee or contractor whose employment or engagement is terminated as permitted hereunder (and only subject to terms comparable to those of the employee or contractor being replaced); (viii) sell, assign, transfer, convey, lease or otherwise dispose of any assets or properties of Company that are material, individually or in the aggregate, to the Company Business, taken as a whole, to any Person or encumber any such assets, in each case, other than in the Ordinary Course of Business of Company; (ix) except as required or permitted by GAAP, make any change in any method of accounting or auditing practice with respect to the Company Business; (x) pay, discharge, settle or satisfy any liabilities of Company, other than payments, discharges, settlements or satisfactions in the Ordinary Course of Business of Company to the extent that such payment, settlement, discharge or satisfaction would not increase the liabilities of Company by an aggregate amount in excess of $10,000; (xi) other than in the Ordinary Course of Business of Company, enter into any transaction that would result in liability to Company in excess of $10,000, individually or $25,000 in the aggregate; (xii) acquire any assets that would be material, individually or in the aggregate, to the Company Business, taken as a whole, except in the Ordinary Course of Business of Company; (xiii) except as contemplated by this Agreement, make or change any material Tax election; refrain from adopting election or changing method of accounting, settle any accounting method dispute or claim with respect to Taxes; refrain from filing , surrender any amended Tax Return; refrain from entering into any closing agreementright to claim a refund of Taxes, settling or compromising any Tax claim or assessment; and refrain from consenting consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment with respect to Taxes; in each case to assessment, or take any other action that would have the extent taking such action would adversely affect effect of increasing the Purchased Assets Tax liability of Company or any Subsidiary for any period after the Business in a Post-Closing Tax PeriodDate; (gxiv) pay and discharge acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all material Liabilities related to of the Purchased Assets as they become due and payable in the ordinary course of businessassets of, subject to the Seller’s ability to pursue in good faith any bona fide disputescorporation, partnership, association, joint venture or other business organization or division thereof; (hxv) not sellmake any material loans or material advances to any Person, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail except for advances to maintain employees or otherwise dispose officers of any Purchased Assets, other than the sale of Inventory and other dispositions of assets Company for expenses incurred in the ordinary course Ordinary Course of business consistent with past practiceBusiness of Company; (ixvi) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, make or enter into any purchase commitments to purchaseMaterial Contract, Inventory in amounts outside the ordinary course of business;or amend or terminate any existing Material Contract; or (lxvii) use commercially reasonable efforts not fail commit or agree to keep current and in full force and effect or renew do any of the material Permits related foregoing. (c) Notwithstanding the foregoing or anything in this Agreement to the Business; contrary, the Sellers may take (mor not take, as the case may be) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after actions described in Section 7.1(a) or Section 7.1(b) above if reasonably necessary under emergency circumstances (or as required pursuant to applicable Laws); provided, that the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment Sellers shall promptly provide notice of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws applicable action to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to ClosingBuyer.

Conduct of the Business. From (a) During the period from the date of this Agreement and continuing until the Closing (or until and through the earlier of the termination of this Agreement in accordance with Section 11.1‎8 and the Closing (the “Pre-Closing Period”), Seller shall and shall cause its Affiliates to (except as to the extent expressly required by applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to in writing by Purchaser Guarantor) use its commercially reasonable efforts to: (which consent i) carry on the Business in the usual regular and ordinary course in substantially the same manner as heretofore conducted, including complying with all material applicable Laws and complying with the Rehovot Facility Leases, and to pay or perform other obligations when due, (ii) preserve intact the present Business, keep available the services of the Identified Service Providers, keep and preserve the Cell Banks, the Cell Lines and the Acquired Assets and preserve the relationships of Seller and its Affiliates with landlords, customers, suppliers, distributors, licensors, licensees, and others having dealings with Seller and its Affiliates that are necessary for the operations of the Business and (iii) promptly repair, restore or replace any Tangible Property constituting Acquired Assets that are destroyed or damaged and promptly notify the landlord under each of the Rehovot Facility Leases to remediate any deficiencies discovered at the Rehovot Facility. (b) Without limiting the foregoing, except as expressly contemplated by this Agreement, during the Pre-Closing Period, Seller shall not and shall cause its Affiliates not to, and shall not permit any of the following, without the prior written consent of Purchaser Guarantor (such consent not to be unreasonably withheld, conditioned delayed or delayed), Seller shall:conditioned): (ai) operate and carry on Sell, lease, license or otherwise transfer, or agree or commit to sell, lease, license or otherwise transfer any interest in the Acquired Assets or the Business or any interest in or right relating to any such interest, or dispose any of the Inventory (other than in the ordinary course of business); (ii) permit, or agree, commit or offer (in writing or otherwise) to permit, any interest in the Acquired Assets or the Business to become subject, directly or indirectly, to any Lien; (iii) terminate the employment of any Identified Service Provider (other than for good reason); (iv) amend the terms of, or enter in to, any Contract with any labor union, works council, or similar organization; (v) amend the terms of, or enter in to, any employment agreement, consulting agreement, or independent contractor agreement; grant, agree to grant, pay or modify the terms of any existing discretionary bonus, retention award, change in control award, special remuneration or special noncash benefit unless such bonus, award, etc. would be the responsibility of Seller and not Purchaser, and would not obligate Purchaser to make any payments on a going-forward basis; or (other than annual increases to annual base salary and wages in the ordinary course of business consistent with past practice), materially increase the benefits, salaries, wage rates or other annual compensation, of any Business Service Provider; (bvi) use commercially reasonable efforts to preserve intact the goodwill (i) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IPany such Contract) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; any respect any Material Contract or (eii) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering enter into any closing agreementContract that may constitute an Acquired Contract at Closing, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable other than in the ordinary course of business, subject business and does not result in material Liability to the Seller’s ability to pursue in good faith any bona fide disputesbe assumed by Purchaser (or its Affiliates) following Closing; (hvii) not sell, lease, license, transfer, abandon, pledge, encumber commence any Action relating to the Business or the Acquired Assets or settle any Action relating to the Business or the Acquired Assets; (viii) enter into any transaction or take any other than Permitted Encumbrances), fail to maintain action in the conduct of or otherwise dispose of any Purchased Assets, other than relating to the sale of Inventory and other dispositions of assets in Business or the Acquired Assets outside the ordinary course of business consistent with Seller’s past practicepractices that would have a Material Adverse Effect on the Business or the Acquired Assets; (iix) not (i) exclusively licenseadopt a plan of complete or partial liquidation, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose ofdissolution, abandonrestructuring, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws applicable to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority recapitalization or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closing.reorganization;

Conduct of the Business. 9.01. From the date of this Agreement hereof and until the Closing (or until the earlier termination of this Agreement in accordance with Section 11.1)Date, except as expressly required by applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or expressly consented to in writing signed by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed)Buyer, Seller and the Principals shall: , and shall cause their Affiliates to: (ai) operate and carry on conduct the Business only in the ordinary course Ordinary Course of business Business, (ii) maintain and preserve the Business's properties in good repair, working order and condition, including but not limited to, performing maintenance in a manner and on a basis consistent with past practice; , (biii) use commercially reasonable efforts to preserve intact the Business's operations and organizations intact, (iv) use commercially reasonable efforts to keep available the services of the Business's current officers, (v) use commercially reasonable efforts to preserve the Business's current business relationships, including, but not limited to, the goodwill of the Business its customers and the relationships of Seller with its customers, vendors, suppliers, Business Employees suppliers and others having business relations relationships with it, (vi) except as set forth on Schedule 9 attached hereto, not change the rate or terms of compensation payable, or to become payable, to any of the Business's officers or employees, except in the Ordinary Course of its Business, (vii) not grant any change in the rate or terms of any Seller Plan, (viii) not enter into any agreement or make any other commitment in connection with the Business; Business or the Purchased Assets involving an amount in excess of $50,000, (cix) continue to maintain not sell, lease (as lesser), transfer, license (as licensor), encumber, grant or create a Lien on, any of the BooksPurchased Assets, Records other than in a manner and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and , (dx) not terminate or amend any Assumed Contract, (xi) refrain from doing, or causing to be done, anything which would cause the representations and warranties set forth in Article V of this Agreement from not being true, complete and correct on the Closing Date as if made on such date, (xii) continue to make insure itself and the Purchased Assets and all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts property owned by Seller in accordance with the terms thereof; manner disclosed in this Agreement, and to use, operate, maintain and repair the Purchased Assets consistent with past practices, (fxiii) not enter into any agreement to sell Purchased Assets or supply services to others without Buyer's prior written consent, except in the Ordinary Course of Business, (xiv) refrain from makingdoing any act or omitting to do any act, changing or revoking permitting any Tax election; refrain from adopting act or changing omission to act, which will cause a breach of any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreementcontract, settling commitment or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver obligation of the limitation period applicable to any claim or assessment with respect to Taxes; in each case Seller related to the extent taking such action would adversely affect Business, the Purchased Assets or the Assumed Liabilities, (xv) promptly notify Buyer in writing of any written or Threatened investigation or proceeding by or relating to Seller, the Purchased Assets, the Business in a Post-Closing Tax Period; or this Agreement before any court or governmental department, commission, board, bureau, agency or instrumentality, (gxvi) pay and discharge all material Liabilities related refrain from doing any act or omitting to do any act, or permitting any act or omission to act, which will cause any of the Purchased Assets as they become due and payable to be depleted or any of the Accounts Receivables or trade payables to be collected on an accelerated basis, other than in the ordinary course Ordinary Course of businessBusiness, subject (xvii) use its best efforts to cause all of the conditions to the Seller’s ability obligations of Seller under this Agreement to pursue in good faith any bona fide disputes; be satisfied on or prior to the Closing Date and (hxviii) not sellterminate any of its employees without the prior written consent of Buyer, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise in the Ordinary Course of Business; (xix) not dispose of any or modify or alter the Purchased Assets, other than the sale of Inventory and other dispositions of assets in the ordinary course Ordinary Course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandonBusiness, or permit to lapse incur, create or assume any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract Lien (other than terminations Permitted Liens, which must be discharged on or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws applicable prior to the Business and, promptly following receipt thereof, give to the Purchaser copies of Closing Date) on any notice received from any Governmental Authority Purchased Asset; or other Person alleging any violation of any such Laws; and (qxx) not take any material actions that action which could reasonably be expected to prevent or materially delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms consummation of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to ClosingContemplated Transactions.

Conduct of the Business. From Pending the Closing. The Seller and the Company agree that from the date of this Agreement until hereof through the Closing (or until Date, the earlier termination of this Agreement Business will be conducted only in accordance the usual and ordinary course consistent with Section 11.1)past practice, and, except as expressly required may be permitted by applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived shown on Schedule 4.02 or consented to approved in writing in advance by Purchaser (which consent shall not be unreasonably withheldPurchaser, conditioned or delayed), the Seller shalland the Company agree as follows: (a) operate and The Company will, so far as it is within its power to do so, carry on the Business substantially in the same manner as heretofore conducted, and the Company shall not institute any new methods of acquisition, production, marketing, distribution, sale, lease, license, management, operation, or engage in any transaction or activity, enter into any agreement or make any commitment, except in the ordinary course of business and consistent with past practice. (b) The Company shall not institute any new methods of accounting except in accordance with generally accepted accounting principles. (c) The Company shall use commercially reasonable efforts to preserve the Business intact, to protect and preserve the Company's assets, and preserve its relationships with licensors, suppliers, distributors, customers, contractors and employees. (d) Except as otherwise specifically permitted pursuant to this Agreement, the Company shall not: (A) Borrow or agree to borrow any funds or (B) incur, or assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent), except in the case of clause (B) obligations and liabilities incurred in the ordinary course of business and consistent with past practice; (ii) Permit or allow any of its assets to be subjected to any Encumbrance of any kind or description (except Encumbrances created by law); (iii) declare any dividend or make any payment or distribution of property (other than cash and cash equivalents) to the Seller; (iv) Dispose of or permit to lapse any rights to the use of any Intellectual Property (and the Company shall take all commercially reasonable actions in respect of any infringement of any Intellectual Property of which it has knowledge), or dispose of or, except in the ordinary course of business, disclose to any Person any trade secret, formula, process or know-how not theretofore a matter of public knowledge; (v) Make any single capital expenditure or future commitment in excess of $20,000 for additions to property, plant or equipment or make aggregate capital expenditures or future commitments in excess of $50,000 for additions to property, plant or equipment; (vi) Pay, loan or advance (other than in the ordinary course of business consistent with past practices) any amount to, or sell, transfer or lease any properties or assets to, or enter into any agreement or arrangement with, any Affiliate of the Company; (vii) Change any of the Company's banking or safe deposit arrangements; (viii) Grant or extend any power of attorney or act as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any Person; (ix) Other than in the ordinary course of business consistent with past practice, pay any amounts (whether in cash or property) to any employee of the Company, whether or not pursuant to any Subsisting Contract, any plan, policy or program identified on Schedule 5.22 hereto or any employment agreement under Schedule 5.18 hereto; (bx) use commercially reasonable efforts Grant to preserve intact any officer or employee any increase in compensation or benefits, other than increases in compensation or benefits for employees in the goodwill ordinary courses of the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and; (dxi) continue Pay any pension, retirement allowance or other employee benefit not required by any plan, policy or program identified on Schedule 5.22 hereto or any employment agreement set forth on Schedule 5.18(a) hereto; (xii) Adopt, agree to adopt, or make all necessary and material filings and payments with Governmental Authorities any announcement regarding (i) the adoption of any new pension, retirement or other employee benefit plan, policy or program, (ii) adoption of any amendments to any existing plan, policy or program identified on Schedule 5.22 as sponsored by the Company unless otherwise required by applicable Law, or (iii) consent to the amendment of any existing plan, policy or program identified on Schedule 5.22 as sponsored by the Seller unless otherwise required by applicable Law; or (xiii) Agree, whether in connection with the Business (including all Registered IP) in a timely mannerwriting or otherwise, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation do any of the Business as presently conducted;foregoing. (e) perform all No contract or commitment will be entered into, and no purchase of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking supplies and no sale of any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim Company's assets will be made, by or assessment with respect to Taxes; on behalf of the Company, except (i) normal contracts or commitments for the purchase of, and normal purchases of, supplies or inventory or for the sale of inventory, in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable made in the ordinary course of businessbusiness and consistent with past practice, subject to and (ii) other contracts, commitments, purchases or sales in the Seller’s ability to pursue in good faith any bona fide disputes;ordinary course of business and consistent with past practice. (hf) not sellThe Company shall maintain the insurance set forth on Schedule 5.17 hereto and all property insured thereby shall be used, leaseoperated, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of any Purchased Assets, other than the sale of Inventory maintained and other dispositions of assets repaired in the ordinary course of business consistent with past practice;. (ig) The Company shall not (i) exclusively license, assign do any act or transfer omit to do any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandonact, or permit any act or omission to lapse act (to the extent the Company has control over such act or omission), which will cause a breach of any rights in material contract or to commitment of the Company or which would cause the breach by the Company of any Purchased Business Intellectual Property representation, warranty, covenant or any Purchased Business Technology;agreement made hereunder. (jh) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) The Company shall duly comply in all material respects with all Laws laws applicable to the Business andit and its properties, promptly following receipt thereofoperations, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; andbusiness and employees. (qi) not take any material actions that could reasonably The Company shall file all Federal, state, local and foreign Tax Returns and amendments thereto required to be expected to delay the Closing; providedfiled by it and shall pay all Taxes shown as due and payable thereon. All returns and reports in respect of employee withholdings, howeverFICA, except unemployment and other similar items and other applicable taxes shall be timely made as expressly provided shall all deposits and payments due in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms respect of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closingsuch taxes and obligations.

Conduct of the Business. From The Seller, DCCI and the Shareholders (as applicable) covenant and agree with the Buyer that from and after the date of this Agreement hereof until the Closing (or until the earlier termination of this Agreement in accordance with Section 11.1)Closing, except as expressly required authorized by applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or expressly consented to in writing by Purchaser the Buyer (which such consent shall not to be unreasonably withheld, conditioned or delayed), Seller shall: withheld in respect of any request for the actions described in subsection (ai) operate and carry on hereof to the Business extent that such action would be in the ordinary course of business for the Business or otherwise would not result in any adverse effect to the Business), the Seller shall: operate the Business and the Transferred Assets only in the usual, regular and ordinary manner with a view to maintaining the goodwill that the Seller now enjoys and, to the extent consistent with past practice; (b) such operation, will use commercially all reasonable efforts to preserve intact its present business organization, keep available the goodwill services of the Business its employees and the relationships of Seller preserve its relationship with its customers, vendors, suppliers, Business Employees jobbers, distributors and others other Persons having business relations with the Business; (c) continue it; use all reasonable efforts to maintain the BooksTransferred Assets in a state of repair, Records order and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis condition consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities its usual practice in connection with the Business; maintain its books of account and records relating to the Business (including all Registered IP) in a timely the usual, regular and ordinary manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of any Purchased Assets, other than the sale of Inventory and other dispositions of assets in the ordinary course of business usual accounting practices applied on a consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller)basis; and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws statutes, laws, orders and regulations applicable to it and to the conduct of the Business; not sell, assign, transfer, lease or otherwise dispose of any Proprietary Rights, Equipment or any of the other Transferred Assets, except for dispositions of Inventories for value in the usual and ordinary course of business; preserve and maintain all rights that it now enjoys in and to the Proprietary Rights; not mortgage, pledge or otherwise create a security interest in any of the Transferred Assets or permit there to be created or exist any Liens thereon that would not be released upon the transfer of the Transferred Assets to the Buyer pursuant to this Agreement; not enter into any contract, commitment or lease in relation to the Business andthat is not in the ordinary course of the Business; not amend, promptly following receipt thereof, give modify or consent to the Purchaser copies termination of any notice received from Assumed Contract or Lease or waive any Governmental Authority of the Seller’s rights with respect thereto; not grant any increase in the compensation or other Person alleging rate of compensation or commissions or bonuses payable to or severance obligations for any violation of the Transferred Employees or in any bonus plan and not transfer or otherwise change any of the terms or conditions of employment of any of the Transferred Employees; not permit any insurance policy naming it as a beneficiary or a loss payee relating to the Business or the Transferred Assets to be canceled or terminated or any of the coverage thereunder to lapse unless simultaneously with such Lawstermination or cancellation replacement policies providing substantially the same or better coverage are in full force and effect; and pay when due all trade payables and all payments required by any of the Contracts and Other Agreements, and all Taxes of the Seller or with respect to the Business or the Transferred Assets that are or become due and owing, other than Taxes that are being contested in good faith and which would not result in a Lien being imposed on any of the Transferred Assets; not change or modify its credit or collection policies, procedures or practices, including acceleration of collections or receivables (qwhether or not past due); promptly notify the Buyer in writing if the Seller becomes aware of any change that shall have occurred or that shall have been threatened (or any development that shall have occurred or that shall have been threatened involving a prospective change) not take any material actions in the Transferred Assets or the Business that could would reasonably be expected to delay have a Material Adverse Effect, whether or not occurring in the Closingordinary course of business; provided, however, except as expressly provided in this Section 7.1, nothing in and not agree to anything prohibited by this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms which would make any of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations representations and warranties of Seller prior to Closingin this Agreement untrue or incorrect.

Conduct of the Business. From the date of this Agreement hereof until the Closing (Date, Seller shall conduct the operation of the Business in the ordinary course consistent with past practice and use its commercially reasonable efforts to preserve intact the business organization and relationships with third parties relating to the Business and to keep available the services of its employees or until the earlier termination of this Agreement in accordance with Section 11.1)independent contractors, except as expressly required by applicable Law, as set forth on Schedule 7.1 those Persons who voluntarily resign in the normal course of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, business or as otherwise waived or consented agreed to in writing by Purchaser (which Buyer. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except as set forth in Schedule 5.01, without the prior written consent shall not be unreasonably withheld, conditioned or delayed)of Buyer, Seller shallshall not: (a) operate and carry on Take action to accelerate the payment of any account receivable of the Business so as to cause such account receivable to be paid prior to the date the applicable accounts receivable debtor has generally caused equivalent accounts receivable to be paid in the ordinary cause of the Business for periods prior to the date hereof; (b) delay payment of any account payable of the Business beyond the date Seller has generally caused equivalent accounts payable to be paid in the ordinary cause of the Business for periods prior to the date hereof; (c) conduct the Business other than in the ordinary course of business; (d) make any sale, transfer, lease or other disposition of any Purchased Assets having an aggregate value exceeding $50,000 or mortgage, pledge or otherwise create a security interest in any of the Purchased Assets other than Permitted Liens and other than in the ordinary course of business; (e) increase the cash compensation of any Transferred Employee in any material respect other than (i) as required by any agreement or employee benefit plan in effect as of the date hereof, (ii) as required by any applicable law, regulation, judgment, injunction, order or decree or (iii) in connection with regularly scheduled salary increases consistent with past practice; (f) cease the sale and distribution of any products related to the Business other than in the ordinary course of business; (g) fail to maintain the books, accounts and records of the Business on a basis consistent with past practice; (h) create, incur or assume any indebtedness (except for accounts payable in the ordinary course of business) in excess of $50,000 in the aggregate for money borrowed in connection with the Business or secured by any Purchased Assets; (i) modify or change in any material respect any Assigned Contract except (i) renewals of Contracts on substantially similar or better terms and conditions, (ii) any Assigned Contract relating exclusively to Excluded Assets or Excluded Liabilities, (iii) as required by any agreement or benefit plan in effect as of the date hereof, (iv) as required by any applicable law, regulation, judgment, injunction, order or decree or (v) in the ordinary course of business consistent with past practice; (bj) use commercially reasonable efforts to preserve intact the goodwill take any action that would cause any of the Business representations and the relationships of warranties made by Seller with its customers, vendors, suppliers, Business Employees in this Agreement not to remain true and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities correct in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of any Purchased Assets, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of businessrespects; (k) not manufacture, undertake any action or enter into engage in any purchase commitments omission which shall impair or jeopardize in any material respect Seller’s rights to purchase, Inventory in amounts outside the ordinary course of businessSeller Intellectual Property; (l) use commercially reasonable efforts not fail to keep current and change in full force and effect any material respect the methods or renew procedures for billing, collecting, or recording customer accounts receivable or reserves for doubtful accounts, or change in any of material respect the material Permits related methods, procedures or timing for paying or recording accounts payable in each case, as it relates to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract fail to use commercially reasonable efforts to (other than terminations or expirations at i) keep available the end services of the stated term after Transferred Employees engaged in the date hereofBusiness, subject to Seller’s personnel termination decisions approved in writing by Buyer (such approval not to be unreasonably withheld), and (ii) preserve present relationships and goodwill with entities or persons having material business dealings with Seller in connection with the Business, including existing material customers, suppliers, subcontractors and distributors of Seller; (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) fail to comply in all material respects with all Laws statutes, ordinances, regulations, orders, judgments and decrees of every Governmental Authority applicable to the Business and, promptly following receipt thereof, give and to the Purchaser copies conduct of the Business and perform all of its or its Affiliates’ obligations with respect thereto without default; (o) enter into any notice received from any Governmental Authority contract, contractual obligation, bank debt, lease, loan or other Person alleging any violation commitment, written or oral, or agreement for amounts to be due to third parties having an aggregate value exceeding $40,000 in each case in connection with the Business, other than in the ordinary course of any such Lawsbusiness, or except as provided herein; andor (qp) not take fail to keep in full force and effect all of Seller’s insurance policies related to the Business or the Purchased Assets or allow any material actions that could reasonably be expected breach, default, termination or cancellation of such insurance policies to delay occur or exist. In addition, from the Closing; provideddate hereof until the Closing Date, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 Seller shall prohibit Seller or its Affiliates from conducting their businessesuse commercially reasonable efforts to preserve the business and prospects of the Business, including the Business, in their reasonable discretion provided it shall comply with the terms goodwill of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closingits customers and employees.

Conduct of the Business. From (a) The Seller and the Company agree that, during the period from the date of this Agreement until to the Closing (or until the earlier termination of this Agreement in accordance with Section 11.1)Closing, except as expressly required by applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as otherwise contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to in writing by Purchaser Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), the Seller shallwill cause the Company to, and the Company will and will cause each Company Subsidiary to: (ai) operate conduct the business and carry on operations of the Business Company and the Company Subsidiaries in the Ordinary Course in all material respects; (ii) use their commercially reasonable efforts to (i) preserve, in all material respects, the present business operations, organization (including officers and employees) and goodwill of the Company and the Company Subsidiaries and (ii) preserve, in all material respects, the present relationships with Persons having business dealings with the Company and the Company Subsidiaries (including customers and suppliers); (iii) use their commercially reasonable efforts to maintain the assets and properties of, or used by, the Company and the Company Subsidiaries, in reasonably good operating condition (ordinary course wear and tear excepted, including taking into account the age and circumstances of use of such property in the Ordinary Course); and (iv) maintain the books, accounts and records of the Company and Company Subsidiaries, in all material respects, in the Ordinary Course. (b) The Seller and the Company agree that, during the period from the date of this Agreement to the Closing, except as otherwise contemplated by this Agreement, or as consented to in writing by Buyer, the Seller will cause the Company not to, and the Company will not and will cause each Company Subsidiary not to: (i) amend the charter, bylaws or similar organizational documents of the Company or any Company Subsidiaries; (ii) declare, set aside or pay any non-cash dividends on or make any other non-cash distributions in respect of any Company Shares; (iii) issue or agree to issue any additional Company Shares or other debt or equity securities of the Company or any Company Subsidiary or securities convertible into, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any Company Shares or such other securities; (iv) incur any Indebtedness that will not be paid at or prior to Closing; (v) mortgage, pledge or otherwise encumber any material assets of the Company and any Company Subsidiaries, except for Permitted Liens incurred in the Ordinary Course and Liens to secure Indebtedness that will be repaid in full at or prior to Closing; (vi) other than in the Ordinary Course, (A) acquire or dispose of all or a portion of the assets or capital stock of any business or Person or (B) sell, lease, license or otherwise dispose of any properties or tangible assets which are material, individually or in the aggregate, to the Company and the Company Subsidiaries taken as a whole; (vii) make any capital expenditures, capital additions or capital improvements in excess of One Hundred Thousand Dollars ($100,000) individually or in excess of Five Hundred Thousand Dollars ($500,000) in the aggregate; (viii) except as set forth on Schedule 6.1(b), or as required by the terms of the Company Benefit Plan or applicable Laws, (A) adopt, amend or accelerate payment under any Company Benefit Plan, (B) increase the salary or other compensation of any director, officer or employee of the Company or any Company Subsidiary, other than in the Ordinary Course, (C) hire any new employee with total annual compensation in excess of Two Hundred Thousand Dollars ($200,000), (D) grant any unusual or extraordinary bonus, benefit or other direct or indirect compensation to any director, officer, employee or consultant, (E) increase the coverage or benefits available under any (or create any new) severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan or arrangement made to, for, or with any of the directors, officers, employees, agents or representatives of the Company or any Company Subsidiary, or otherwise modify or amend or terminate any such plan or arrangement, except in the Ordinary Course, or (F) enter into any employment, deferred compensation, severance, special pay, consulting, non-competition or similar agreement or arrangement with any directors or officers of the Company or any Company Subsidiary (or amend any such agreement to which the Company or any Company Subsidiary is a party) except in the Ordinary Course. Notwithstanding the foregoing, the Company may seek from applicable employees waivers to certain parachute payments pursuant to Section 280G of the Code and the regulations promulgated thereunder; (A) enter into any agreement or arrangement that materially limits or otherwise restricts in any material respect the Company or any Company Subsidiary from engaging or competing in any line of business consistent in any location or with any Person or (B) other than the expiration or non-renewal of a Company Material Contract by the other party or parties thereto in accordance with its terms, amend or modify in any material respect any Company Material Contract or terminate any Company Material Contract; (x) materially change or modify the credit, collection or payment policies, procedures or practices of the Company or any Company Subsidiary, including acceleration of collections of receivables (whether or not past due) or fail to pay or delay payment of payables or other liabilities, in each case, in a manner materially inconsistent with past practice; (bxi) use commercially reasonable efforts grant any license, sublicense, covenant, release or right under or with respect to preserve intact any Company Intellectual Property, other than non-exclusive licenses granted by the goodwill of Company or any Company Subsidiary to any customer or end user in the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the BusinessOrdinary Course; (cxii) continue dispose of or permit to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and lapse any material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conductedIntellectual Property rights; (exiii) perform settle, compromise, discharge or agree to settle any litigation, investigation, arbitration or proceeding other than those that provide for a complete release of the Company and the Company Subsidiaries from all claims subject to such dispute and do not provide for any admission of Seller’s material obligations under liability by the Assigned Contracts in accordance with the terms thereofCompany or any Company Subsidiary; (fxiv) refrain from makingmake, changing change or revoking revoke any Tax election; refrain from adopting material election in respect of Taxes, adopt or changing change any accounting method with in respect to of Taxes; refrain from filing , file any amended material Tax Return other than in the Ordinary Course, amend a material Tax Return; refrain from entering , enter into any material closing agreement, settling or compromising settle any Tax material claim or assessment; and refrain from consenting assessment in respect of Taxes, or consent to any extension or waiver of the limitation statutory period of limitations applicable to any claim or assessment with in respect to of Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (gxv) pay and discharge all material Liabilities related make any change to the Purchased Assets its accounting methods, principles, policies, procedures or practices, except as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of any Purchased Assets, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; may be (i) not (i) exclusively license, assign required by GAAP or transfer any Purchased Business Intellectual Property Law or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology;recommended by the Company’s independent auditors; or (jxvi) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments written agreement to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws applicable to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided in do anything prohibited by this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to Closing6.1(b).

Conduct of the Business. From Unless otherwise approved in writing by Bxxxx, the date of this Agreement until Company will comply with the Closing (or following covenants until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 11.1), except as expressly required by applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as otherwise waived or consented to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall:. (a) operate The Company will: (i) maintain its legal existence; (ii) use all commercially reasonable efforts to preserve the Business and carry its business organization intact, retain its licenses, permits, authorizations, franchises and certifications, and preserve the existing contracts and goodwill of its customers, suppliers, vendors, service providers, personnel and others having business relations with it; (iii) use all commercially reasonable efforts to keep available to services of present Employees, consultants and independent contractors, in each case in accordance with past practice, it being understood that termination of Employees, consultants and independent contractors with poor performance or for cause shall not constitute a violation of this covenant; (iv) conduct its business only in the ordinary course (including the collection of receivables and the payment of payables and capital expenditures) and use commercially reasonable efforts to duly and timely file all Tax Returns or reports required to be filed with the applicable tax authorities and promptly pay all Taxes, assessments and governmental charges levied or assessed upon them or any of their properties (unless contesting the same in good faith and adequate provision has been made therefor); DB3/200169974.12 (v) keep in effect casualty, public liability, worker’s compensation and other insurance policies in coverage amounts not less than those in effect on the Business Agreement Date; (vi) use all commercially reasonable efforts to preserve and protect the Company Intellectual Property; and (vii) use all commercially reasonable efforts to operate in such a manner as to assure that the representations and warranties of the Company set forth in this Agreement will be true and correct as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. (b) The Company will not: (i) change its method of management or operations in any material respect; (ii) dispose, acquire or license any assets or properties, or make any commitment to do so, other than in the ordinary course of business; (iii) (A) incur any obligation or liability other than (1) in the ordinary course of business or (2) for Transaction Expenses, (B) incur any indebtedness for borrowed money, make any loans or advances, assume, guarantee or endorse or otherwise become responsible for the obligation of any other Person, or (C) subject any of its properties or assets to any Lien other than Permitted Liens, in each case other than in the ordinary course of business; (iv) prepay any Change in Control Payments or Transaction Expenses; (v) modify, amend, cancel or terminate any Material Contract or any Company Benefit Plan; (vi) make any change in the compensation paid or payable to any Employee, manager or consultant as shown or as would be required to be shown on Schedule 2.21(a) of the Company Disclosure Schedule or make any change in the fringe benefits of any Employee; (vii) promote, change the job title of, or otherwise alter in any material respect the responsibilities or duties of, any Company management or Employee; (viii) other than in the ordinary course of business consistent with past practice, enter into any licensing, distribution, sponsorship, advertising, merchant program or other similar contracts, agreements, or obligations which may not be cancelled without penalties by the Company upon notice of thirty (30) days or less; (ix) (A) sell, assign, lease, terminate, abandon, transfer or otherwise dispose of or grant any security interest in and to any item of Company Intellectual Property, in whole or in part, (B) grant any license with respect to any Company Intellectual Property, other than license of Company Products to customers and resellers of the Company to whom the Company licenses such Company Products in the ordinary course of business, (C) develop, create or invent any Intellectual Property jointly with any third party, (D) disclose, or allow to be disclosed, any confidential Company Intellectual Property, unless such Company Intellectual Property is subject to a confidentiality or non-disclosure covenant protecting against disclosure thereof or (E) allow any Company Intellectual Property owned by the Company to become abandoned, dedicated, disclaimed, or lapse, provided that the Company shall not be required to make any filings, DB3/200169974.12 registrations or take any prosecution actions with respect to such Company Intellectual Property that it would not take in the ordinary course of business consistent with past practice; (bx) use commercially reasonable efforts to preserve intact the goodwill of the Business and the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the Business; (c) continue to maintain the Books, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conducted; (e) perform all of Seller’s material obligations under the Assigned Contracts in accordance with the terms thereof; (f) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering enter into any closing agreement, settling contract or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action agreement which would adversely affect the Purchased Assets or the Business in otherwise be considered a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (Material Contract other than Permitted Encumbrances), fail contracts or agreements with customers and resellers to maintain or otherwise dispose of any Purchased Assets, other than whom the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Company licenses Company Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (kxi) not manufacturemake or cause to be made any dividend, distribution, redemption, repurchase, recapitalization, reclassification, grant, issuance, repricing, split, combination or other transaction involving the Company Securities (other than in the connection with the exercise of Purchase Rights outstanding as of the Agreement Date), or any preemptive right, subscription right, option, warrant or right to acquire any such units or equity securities; provided, however, the Company may use up to 50% of its Unrestricted Cash to pay all or a portion of the Aggregate Preferred Dividends (the amount actually used for such purpose, the “Dividend Prepayment”). (xii) accelerate the collection of any accounts receivable, fail to pay, or delay in paying accounts payable when due (except any account payable being disputed in good faith), or otherwise make any change in or otherwise deviate from its accounting practices or procedures; (xiii) except as otherwise required by applicable Law, change any method of Tax accounting, make or change any Tax election, file any amended Tax Return, settle or compromise any Tax liability, agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of Taxes, enter into any purchase commitments closing agreement with respect to purchaseany Tax, Inventory surrender any right to claim a Tax refund, prepare any Tax Returns in amounts outside a manner inconsistent with the past practices of the Company with respect to the treatment of items on such Tax Returns or incur any material liability for Taxes other than in the ordinary course of business; (lxiv) use commercially reasonable efforts not fail to keep current and in full force and effect change its customer pricing or renew offer any of the material Permits related to the Business; (m) not amendrebates, modifydiscounts or promotions, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practicebusiness; (pxv) comply in all material respects with all Laws applicable to the Business andacquire any business or Person, promptly following receipt thereofwhether by merger or consolidation, give to the Purchaser copies purchase of assets or equity securities or any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; andmanner; (qxvi) not take cancel or waive any material actions that could reasonably be expected rights of substantial value, or pay, discharge or settle any claim of substantial value; (xvii) amend the Company Certificate of Formation or Company Operating Agreement, other than as contemplated by the Operating Agreement Amendment; (xviii) make any capital expenditures that, individually or in the aggregate, exceed $50,000; or (xix) commit to delay the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms do any of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right foregoing referred to control or direct the operations of Seller prior to Closingin clauses (i) - (xviii).

Conduct of the Business. From the date of this Agreement until the Closing (or until the earlier termination of this Agreement in accordance with Section 11.1), except as expressly required by applicable Law, a) Except as set forth on Schedule 7.1 of the Seller Disclosure Schedule, 5.02(a) or as required or expressly contemplated by or required to implement the terms of this Agreement or any Ancillary Agreement, or as otherwise waived or consented to in writing by Purchaser Buyer (which consent Buyer will not unreasonably withhold, delay or condition) or except as required by Applicable Law or any Governmental Body, from the date of this Agreement to the Closing Date, Seller shall cause each of the Companies to: (i) use commercially reasonable efforts to conduct their business in the Ordinary Course of Business; (ii) to the extent consistent therewith, use commercially reasonable efforts to keep substantially intact their business and to keep available the services of principal officers and key employees; and (iii) make capital expenditures consistent with the Budgeted Capital Expenditures subject to deviations therefrom that may occur in the Ordinary Course of Business in connection with mine development and operations. (b) In addition (and without limiting the generality of the foregoing), except as set forth on Schedule 5.02(b) or as required or expressly contemplated by the terms of this Agreement or consented to in writing by Buyer (which consent Buyer will not unreasonably withhold, delay or condition) or except as required by Applicable Law or any Governmental Body, Seller shall not and shall not cause or permit any of its Affiliates (including any Company) to do, and shall prevent each of its Affiliates (including any Company) from doing, any of the following, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall:): (ai) operate and carry on amend the Business in Charter Documents of the ordinary course of business consistent with past practiceCompanies; (bii) use commercially reasonable efforts to preserve intact the goodwill issue any equity interest in any of the Business and Companies or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any equity interest in any of the relationships of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the BusinessCompanies; (ciii) continue to maintain the Booksadopt or amend in any material respect any material Plan (or any plan that would be a Plan if adopted) except in each case (A) as required by any existing agreement or Plan, Records and Files of Seller and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; and (dB) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business actions that are not specifically targeted at Company Employees or (including all Registered IPC) in a timely mannerthe Ordinary Course of Business; provided, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation that, none of the Business as presently conductedCompanies shall be restricted from entering into or making available to newly hired employees or to employees in the context of promotions based on job performance or workplace requirements, in each case in the Ordinary Course of Business, plans, agreements, benefits and compensation arrangements that have a value that is consistent with the past practice of making compensation and benefits available to newly hired or promoted employees in similar positions; (eiv) perform all grant to any officer or employee of Seller’s any Company, or who will be an officer or employee of any Company as of the Closing any increase in compensation or benefits, except as may be required under any existing agreement or Plan and for annual compensation adjustments in the Ordinary Course of Business; provided, that, the foregoing shall not restrict any Company from entering into or making available to newly hired employees or to employees in the context of promotions based on job performance or workplace requirements, in each case in the Ordinary Course of Business, plans, agreements, benefits and compensation arrangements that have a value that is consistent with the past practice of making compensation and benefits available to newly hired or promoted employees in similar positions; (v) voluntarily recognize any labor union or other employee representative, or enter into any collective bargaining agreement or other Contract with any labor union or representative with respect to any Company Employees or to which any Company would be a party, except as otherwise required by Applicable Laws; (vi) (A) engage or hire, other than in the Ordinary Course of Business, or terminate the service relationship or employment of, other than for cause or in the Ordinary Course of Business, any individual contractor or employee of any Company, or who will be an officer or employee of any Company as of the Closing, or (B) transfer the employment or service relationship of any individual contractor or employee to or from a Target Company, other than pursuant to Section 6.01(g); (vii) impose any Liens on any of the assets of any Company, or any assets expressly contemplated by the Restructuring Agreement to be transferred to any Company, other than Permitted Liens or Liens released at Closing; (viii) redeem or purchase any equity interests of a Company; (ix) make any loans, advances or capital contributions to any other Person outside of the Ordinary Course of Business or which would be an obligation of the Company as of the Closing; (x) pay, loan or advance any amount to, or enter into any Contract between any Company, on the one hand, and Seller or any of its Affiliates, on the other hand except for: (A) transactions between or among the Companies; (B) cash dividends, cash distributions or transfers of cash to equity holders of the Companies; (C) intercompany transactions in the Ordinary Course of Business; and (D) payments, loans or advances made pursuant to existing agreements; (xi) cancel any material obligations under debts owed to or waive any material Claims or material rights of the Assigned Contracts Companies or with respect to any of the assets of any Company, or any assets expressly contemplated by the Restructuring Agreement to be transferred to any Company; (xii) cause any Company to make any capital expenditure in excess of $1,000,000 in the aggregate (other than (A) capital expenditures made in accordance with the terms Budgeted Capital Expenditures or (B) in connection with an emergency, as reasonably determined by Seller or any Company); (xiii) make any material change in the accounting methods or practices, collection policies, pricing policies or payment policies used by any of the Companies, except as required by GAAP or applicable securities listing standards; (xiv) cause any Company to acquire by merging or consolidating with, or by purchasing a substantial portion of the equity interests or assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof; (fxv) refrain from making, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; and refrain from consenting to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain license or otherwise dispose of any Purchased Assetsassets of any Company, or any assets expressly contemplated by the Restructuring Agreement to be transferred to any Company, except inventory and obsolete or excess equipment or other than the sale assets sold or disposed of Inventory and other dispositions of assets in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (ixvi) not (i) exclusively licenseamend in any material respect or terminate any Material Contract, enter into any Contract that would be a Material Contract or that would otherwise require disclosure on the Schedules in response to the representations and warranties made by Seller in Article III if entered into prior to the date hereof, or waive or assign or transfer any Purchased Business Intellectual Property material right under any Material Contract or any Purchased Business Technology other Contract disclosed on the Schedules prepared in response to any Person (including any current or former employee or consultant the representations and warranties made by Seller in Article III, in each case other than in the Ordinary Course of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business TechnologyBusiness; (jxvii) not grant enter into any allowances lease of real property solely used in, or discounts on Products outside substantially dedicated for use in, the ordinary course of business or sell Inventory in excess of consumption consistent with past practices Business, except in the ordinary course Ordinary Course of businessBusiness (provided that any such lease would not require consent of the counterparty to (x) assign to a Company or (y) consummate the transactions contemplated by this Agreement); (kxviii) not manufacturemake or change any material Tax election of any Company, make any material change in any method of Tax accounting of any Company or any Tax accounting period of any Company, file any material amended Tax return of any Company, waive or extend the statute of limitations applicable to, or settle, compromise or surrender (or enter into any purchase commitments to purchaseclosing agreement with respect to), Inventory any material Tax liability or refund of any Company, except in amounts outside each case as required under the ordinary course Ordinary Course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew any of the material Permits related to the Business; (mxix) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at exercise the end option set forth in Section 6.2.3 of the stated term after PRB Agreement (as defined in the date hereofSubject Contract);; or (nxx) not waiveauthorize any of, releaseor commit or agree to take, assign whether in writing or modify otherwise, any material benefit or claim under any Assigned Contract;of the foregoing actions. (oc) not grant any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws applicable to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, however, except as expressly provided Nothing contained in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein Agreement shall give PurchaserBuyer, directly or indirectly, the right to control or direct the any Company’s operations of Seller prior to Closing. Each Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business, assets and operations.

Conduct of the Business. From (a) Between the date of this Agreement until Execution Date and the Closing (or until the earlier termination of this Agreement in accordance with Section 11.1)Date, except as expressly required by applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as contemplated by or required to implement provided for in this Agreement or any Ancillary Agreement, or as otherwise waived or consented to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shallshall use commercially reasonable efforts to: (i) continue and conduct the Business in Seller’s (and, if applicable, its Affiliates’) ordinary and usual course of business and in a manner consistent in all material respects with past practices, which shall include using commercially reasonable efforts to maintain a level of Inventory consistent with past practice or as otherwise reasonably necessary to operate the Business (except where such conduct would conflict with Seller’s other obligations under this Agreement or any Other Agreement) and (ii) preserve in all material respects the Business, which shall include using commercially reasonable efforts to maintain good working relationships with all of its customers, distributors, wholesalers, suppliers, licensors, licensees and any others with whom or with which it has business relations. (b) Between the Execution Date and the Closing Date, unless otherwise agreed by Purchaser, Seller shall not (and Seller shall not permit any of its Affiliates to) do any of the following without the written consent of Purchaser: (ai) operate and carry on sell the Business Products other than in the ordinary course of business or in amounts that are inconsistent with sales by Seller (and as applicable, its Affiliates) during Seller’s fiscal quarter ended June 30, 2012; (ii) terminate or fail to exercise any rights of renewal with respect to any Assigned Contracts set forth on Schedule 1.1(b) of the Seller Disclosure Schedule that by its terms would otherwise expire, except to the extent that such termination or failure to renew is in the ordinary course of business and consistent with past practice; (biii) use commercially reasonable efforts settle or compromise any material claims of Seller or its Affiliates (to preserve intact the goodwill extent relating to any Product or the Business); (iv) enter into any Contract relating in any way to the Business, except to the extent that such Contract is (A) entered into in the ordinary course of business and consistent with past practice and (B) does not involve Liabilities in excess of fifty thousand dollars ($50,000) individually or two hundred fifty thousand dollars ($250,000) in the aggregate; (v) make any budgeted or unbudgeted capital expenditure or commitment or addition to property, plant or equipment of Seller in respect of the Business and or the relationships Purchased Assets, individually or in the aggregate, in excess of Seller with its customers, vendors, suppliers, Business Employees and others having business relations with the Businesstwo hundred fifty thousand dollars ($250,000); (cvi) continue take, or fail to maintain take, any other action that could reasonably be expected to result in a breach or inaccuracy in any of the Books, Records and Files representations or warranties of Seller contained in this Agreement; SD\906843.15 (vii) (A) incur, create, assume or permit the incurrence, creation or assumption of any Encumbrance (other than Permitted Encumbrances) with respect to the Purchased Assets, (B) dispose of any of the Purchased Assets, except for sales or use of Inventory and its Affiliates exclusively Promotional Materials in the ordinary course of business, or primarily (C) waive, release, grant, license or transfer any right, title or interest in or to any Purchased Asset, except in the ordinary course of business; (viii) revise or modify any Promotional Materials (including any Labeling) except as required by any Governmental Authority or applicable Law; (ix) commence any litigation related to the Business on a basis consistent with past practice; and (d) continue to make all necessary and material filings and payments with Governmental Authorities in connection with or the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain in effect all material Permits required for the ongoing operation of the Business as presently conductedPurchased Assets; (ex) perform all of Seller’s material obligations under abandon, cease prosecution on, fail to maintain, or fail to pay any fees or expenses in connection with, any Patent or pending patent application relating to the Assigned Contracts in accordance with the terms thereofProduct Intellectual Property; (fxi) refrain from makingabandon, changing fail to maintain, or revoking fail to pay any fees or expenses in connection with, any Applicable Permits; (xii) modify or amend in any material respect any Assigned Contract; (xiii) make, change or revoke any Tax election; refrain from adopting adopt or changing any change an accounting policy, method or period with respect to Taxes; refrain from filing file any amended Tax Return; refrain from entering enter into any closing agreement, settling ; settle or compromising compromise any Tax claim or assessmentassessment or surrender any right to claim a Tax refund; and refrain from consenting or consent to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period;Business; or (gxiv) pay and discharge all material Liabilities related agree to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of any Purchased Assets, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices in the ordinary course of business; (k) not manufacture, or enter into any purchase commitments to purchase, Inventory in amounts outside the ordinary course of business; (l) use commercially reasonable efforts not fail to keep current and in full force and effect or renew take any of the material Permits related to the Business; (m) not amend, modify, cancel or terminate any Assigned Contract (other than terminations or expirations at the end of the stated term after the date hereof); (n) not waive, release, assign or modify any material benefit or claim under any Assigned Contract; (o) not grant any Business Employee any increase actions specified in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practice; (p) comply in all material respects with all Laws applicable to the Business and, promptly following receipt thereof, give to the Purchaser copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; and (q) not take any material actions that could reasonably be expected to delay the Closing; provided, howeverthis Section 6.2, except as expressly provided in contemplated by this Section 7.1, nothing in this Section 7.1 shall prohibit Seller or its Affiliates from conducting their businesses, including Agreement and the Business, in their reasonable discretion provided it shall comply with the terms of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to ClosingOther Agreements.

Conduct of the Business. From The Company will, and the date of this Agreement until Sellers will cause the Closing (or until Company to, comply with the earlier termination of this Agreement in accordance with Section 11.1)following covenants prior to the Closing, except as expressly required by applicable Law, as set forth on Schedule 7.1 of the Seller Disclosure Schedule, as contemplated by or required to implement this Agreement or any Ancillary Agreement, or as unless otherwise waived or consented to approved in writing by the Purchaser (which consent approval shall not be unreasonably withheld, conditioned delayed or delayedconditioned), Seller shall:except as set forth on Schedule 5.1 or pursuant Section 5.12(a). (a) operate The Company will, and carry on the Business in Sellers will cause the ordinary course of business consistent with past practiceCompany to: (i) maintain its legal existence; (bii) use commercially reasonable efforts to preserve intact the goodwill of the Business and its business organization intact, retain its licenses, permits, authorizations, franchises and certifications, and preserve the relationships existing Contracts in accordance with their respective terms and goodwill of Seller with its customers, suppliers, vendors, suppliersservice providers, Business Employees personnel and others having business relations with the Businessit; (ciii) continue to maintain conduct its Business only in the Books, Records ordinary course (including the collection of receivables and Files the payment of Seller payables and its Affiliates exclusively or primarily related to the Business on a basis consistent with past practice; andcapital expenditures); (div) continue to make all necessary and material filings and payments with Governmental Authorities in connection with the Business (including all Registered IP) in a timely manner, and use commercially reasonable efforts to maintain operate in effect such a manner as to assure that the representations and warranties of the Company and the Sellers set forth in this Agreement will be true and correct in all material Permits required for the ongoing operation respects as of the Business Closing Date with the same force and effect as presently conductedif such representations and warranties had been made on and as of the Closing Date; (ev) perform all of Seller’s material obligations under maintain the Assigned Contracts in accordance with the terms thereof; (f) refrain from makingbooks, changing or revoking any Tax election; refrain from adopting or changing any accounting method with respect to Taxes; refrain from filing any amended Tax Return; refrain from entering into any closing agreement, settling or compromising any Tax claim or assessment; accounts and refrain from consenting to any extension or waiver records of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent taking such action would adversely affect the Purchased Assets or the Business in a Post-Closing Tax Period; (g) pay and discharge all material Liabilities related to the Purchased Assets as they become due and payable in the ordinary course of business, subject to the Seller’s ability to pursue in good faith any bona fide disputes; (h) not sell, lease, license, transfer, abandon, pledge, encumber (other than Permitted Encumbrances), fail to maintain or otherwise dispose of any Purchased Assets, other than the sale of Inventory and other dispositions of assets in the ordinary course of business consistent with past practice; (i) not (i) exclusively license, assign or transfer any Purchased Business Intellectual Property or any Purchased Business Technology to any Person (including any current or former employee or consultant of Seller or any contractor or commercial partner of Seller); and (ii) dispose of, abandon, or permit to lapse any rights in or to any Purchased Business Intellectual Property or any Purchased Business Technology; (j) not grant any allowances or discounts on Products outside the ordinary course of business or sell Inventory in excess of consumption consistent with past practices Company in the ordinary course of business; (kvi) comply in all material respects with all contractual and other obligations of the Company; (vii) comply in all material respects with all Legal Requirements; and (viii) form Holdings and cause Holdings to execute and deliver the Joinder Agreement as soon as reasonably practicable following the date of this Agreement. (b) Without limiting the generality of the foregoing, the Company will not, and the Sellers will cause the Company not manufactureto: (i) change its method of management or operations in any material respect; (ii) dispose, acquire or license any assets or properties in an aggregate amount in excess of $25,000 or make any commitment to do so; (iii) except in the ordinary course of business, incur any Indebtedness for borrowed money, make any loans or advances (other than employee advances, credit cards and expense reimbursements), assume, guarantee or endorse or otherwise become responsible for the obligation of any other Person, or subject any of its properties or assets to any Lien, other than Permitted Liens; (iv) modify, amend, cancel or terminate any Material Contract or any other existing Contract material to the Company or the Business; (v) other than as contemplated by the Incentive Plan, make any change in the compensation paid or payable to any indirect personnel of the Company whose annual compensation is greater than $100,000; (vi) except for the payments contemplated by Section 1.2(c)(iii) and other than as contemplated by the Incentive Plan, (A) increase the salary or other compensation of any director, officer or employee of the Company, (B) grant any bonus, benefit or other direct or indirect compensation to any director, officer, employee or consultant, (C) increase the coverage or benefits available under any (or create any new) severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan or arrangement made to, for, or with any of the directors, officers, employees, agents or representatives of the Company or otherwise modify or amend or terminate any such plan or arrangement or (D) enter into any employment, deferred compensation, severance, special pay, consulting, non-competition or similar Contract or arrangement with any directors or officers of the Company (or amend any such Contract to which the Company is a party); (vii) promote, change the job title of, or otherwise alter in any material respect the responsibilities or duties of, any management employee or officer of the Company; (viii) enter into any Contract with respect to which the Company has any liability or obligation involving more than $100,000, contingent or otherwise, or which may otherwise have any continuing effect after the Closing (other than in the ordinary course of business, and other than such liabilities or obligations that are billable directly to a client or customer of the Company), or which may place any express limitation on the method of conducting or scope of the Business; (ix) make or cause to be made any redemption, repurchase, recapitalization, reclassification, issuance, split, combination or other transaction involving the capital stock or other equity securities or interests of the Company or Holdings, or any option, warrant or right to acquire any such capital stock, equity securities or interests (except as contemplated by the Pre-Closing Transactions); (x) declare, set aside, make or pay any dividend or other distribution in respect of the capital stock of, or other equity interests of, the Company or Holdings, except for any distribution for the purpose of paying taxes with respect to ownership of the Shares or the Interests; (xi) transfer, issue, sell, pledge, encumber or dispose of any shares of capital stock or other securities of, or other equity interests in, the Company or Holdings or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of, or other ownership interests in, the Company or Holdings (except as contemplated by the Pre-Closing Transactions); (xii) amend the articles of incorporation, certificate of formation, by-laws, operating agreement or equivalent organizational or governing documents of the Company or Holdings; (xiii) make any change in its accounting or Tax reporting principles, methods, policies, practices or procedures, except as required by GAAP or any Legal Requirements (except as contemplated by the Pre-Closing Transactions); (xiv) except as required by law, (A) file, make or change any Tax election or any Tax Return (or any amendment thereof) (except as contemplated by the Pre-Closing Transactions), (B) settle or compromise any Tax claim or liability or enter into a settlement or compromise or (C) surrender any purchase commitments right to purchaseclaim a refund of any Taxes; (xv) change its customer pricing, Inventory rebates or discounts, other than in amounts outside the ordinary course of business; (lxvi) use commercially reasonable efforts not fail acquire any Person or the business of any Person, whether by merger or consolidation, purchase of assets or equity securities or any other manner; (xvii) cancel or waive any rights of substantial value, or pay, discharge or settle any claim of an amount in excess of $10,000; (xviii) make any capital expenditures that, individually or in the aggregate, exceed $10,000; (xix) take any other action which could reasonably be expected to keep current have a Company Material Adverse Effect, or could reasonably be expected to materially and in full force and effect adversely affect or renew any detract from the value of the material Permits related to Company, its assets or the Business; (mxx) not amend, modify, cancel or terminate take any Assigned Contract (other than terminations or expirations at action which would adversely affect the end ability of the stated term after parties to consummate the date hereof)transactions contemplated by this Agreement; (nxxi) not waiveenter into any Contract or arrangement that restrains, releaserestricts, assign limits or modify impedes the ability of the Company to compete with or conduct any material benefit business or claim under line of business in any Assigned Contractgeographic area or solicit the employment of any Persons; (oxxii) not grant recognize any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, labor union or enter into any new employment, deferred compensation or similar agreement with any such employee (except for any retention bonus plan which may be mutually agreed between Seller and Purchaser), or terminate the employment of any such employee without cause, except in the ordinary course of business consistent with past practicecollective bargaining agreement; (pxxiii) comply in all material respects with all Laws applicable to the Business and, promptly following receipt thereof, give to the Purchaser copies of commence or settle any notice received from any Governmental Authority or other Person alleging any violation of any such Laws; andLegal Proceeding; (qxxiv) not take enter into any material actions that Contract or arrangement with, make any loans to, or borrow money from, either directly or indirectly, any of its officers, directors, employees, stockholders, or any of their respective relatives or Affiliates; (xxv) (A) submit any bid that, if accepted or awarded, could reasonably be expected to delay result in any loss to the Company (or, following the Closing; provided, however, except as expressly provided in this Section 7.1, nothing in this Section 7.1 shall prohibit Seller the Purchaser or its Affiliates from conducting their businessessubsidiaries) or (B) enter into any Contract which could reasonably be expected to result in any loss to the Company (or, including following the BusinessClosing, in their reasonable discretion provided it shall comply with the terms Purchaser or its subsidiaries); or (xxvi) commit to do any of the Agreement, including this Section 7.1. Nothing contained herein shall give Purchaser, directly or indirectly, the right foregoing referred to control or direct the operations of Seller prior to Closingin clauses (i)-(xxv).