Common use of Conduct of the Business Clause in Contracts

Conduct of the Business. At all times prior to the Closing: (a) Subject to the limitations set forth in Section 5.1(b), the Company will, and will cause its members, managers and employees to, (i) conduct the Business only in, and not take any action except in, the Ordinary Course of Business and in accordance with applicable Law; (ii) use commercially reasonable efforts to preserve the Company’s business organization and goodwill, preserve intact all rights of the Company to retain its employees, keep available the services of its officers, employees and consultants and maintain good relationships with employees, vendors, suppliers, customers and others having business relationships with it; (iii) subject to applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) except as required by Law, not take any action that would render, or which reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company; (b) without first obtaining the written consent of Buyer, the Company will not, and will cause its members, officers, managers and employees not to, directly or indirectly with respect to the Company: (i) cancel or terminate the Company’s current insurance policies or allow any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (ii) acquire by merging or consolidating with, or by purchasing any securities or assets (which are material, individually or in the aggregate, to the Company) of, or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced prior to the date of this Agreement to the customers, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increases; (vi) enter into any Contract (or series of related Contracts); (vii) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; (xii) declare, authorize or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000, individually or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of the customers, members, officers, employees or managers of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intent; (xvii) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms of its accounts or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; (xx) make any material change affecting the Business, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Business, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxiv) enter into any employment or collective bargaining agreement, written or oral, or modify the terms of any such existing agreement; (xxv) fail to maintain the Acquired Assets in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcy; or (xxvii) enter into any Contract or agree, in writing or otherwise, to take any of the actions described in Section 5.1(b)(i) through (xxvii). above.

Conduct of the Business. At all times prior to the Closing: (a) Subject to From the limitations set forth in Section 5.1(b)date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company will, and will cause its members, managers and employees to, except (i) conduct the Business only inas set forth on Schedule 5.01(a), and not take any action except in, the Ordinary Course of Business and in accordance with applicable Law; (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 the Company’s intact its business organization and goodwill, preserve intact all rights the goodwill of the Company to those having material business relationships with it and retain its employees, keep available the services of its officers, employees present officers and consultants and maintain good relationships with key employees, vendors, suppliers, customers and others having business relationships with it; (iii) subject to applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) except as required by Law, not take any action that would render, or which reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi2) maintain insurance coverage in amounts adequate to cover without limiting the reasonably anticipated risks generality of the Company; (b) without first obtaining the written consent of Buyerforegoing, the Company will shall not, and will cause shall not permit any of its members, officers, managers and employees not Subsidiaries to, directly or indirectly with respect and the Key Persons shall ensure that Nord Capital shall not, and shall not permit any of its Subsidiaries to (references to the Company:Company and any associated references below in this Section 5.01 shall be deemed to include Nord Capital and its Subsidiaries): (i) cancel issue, sell, grant, dispose of, pledge, otherwise encumber or terminate the Company’s current insurance policies or allow 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 coverage thereunder right to lapsesubscribe for any shares, unless simultaneously with such terminationprofit certificates, cancellation voting or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effectequity 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 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 Company or any of its Subsidiaries; (xi) enter into any other material transaction with any of its shareholders, managers, officers, directors and employees except pursuant to any agreement set forth on 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 compensation or benefits; or (E) grant, announce or 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 insurance or funding agreement or arrangement with respect to any such Company Plan); (4) hire, promote, change the title of or fire any Service Provider; or (5) become a party to or otherwise be bound by any collective bargaining agreement or other agreement with a Union, other than, in the case of clauses (2) and (4), with respect to non-executive officer employees, in the ordinary course of business consistent with past practices; (xiii) adopt any material change in the cash management practices and the policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts or credit notes, accrual of accounts receivable, prepayment of expenses, accruals under Company Plans, accruals and settlements related to Taxes, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (xiv) sell, transfer, lease, sublease, license, mortgage, encumber or otherwise dispose of or subject to any Lien (including pursuant to a sale-leaseback transaction or an asset securitization transaction) any material portion of its properties or assets; (xv) directly or indirectly acquire (x) by merging or consolidating with, or by purchasing any securities all of or assets (which are material, individually or in the aggregate, to the Company) ofa substantial equity interest in, or by any other manner, any person or division, business or equity interest of any Person; person (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; with or among Subsidiaries) or (ivy) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced prior to the date of this Agreement to the customers, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increases; (vi) enter into any Contract (or series of related Contracts); (vii) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right business or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; (xii) declare, authorize or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000, individually or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of the customers, members, officers, employees or managers of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warrantyassets; (xvi) discharge make any Encumbranceinvestment (by contribution to capital, indebtedness property transfers, purchase of securities or otherwise) in, or loan or advance to, any person other Liability (A) in excess of $25,000, individually or than in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course ordinary course of Business or (B) not permitted to be discharged under the terms of the Letter of Intentbusiness; (xvii) change its credit practices, accounting methods enter into any material commitment or practices or standards used to maintain its books, accounts or business recordstransaction other than in the ordinary course of business; (xviii) make any material changes in financial or Tax accounting methods, principles or practices (or change the terms of its accounts or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay an annual accounting period), except insofar as may be required by a change in the payment or generation of its accounts or other payablesGAAP; (xix) createmake or change any material election in respect of Taxes or material accounting policies of any of the Company or its Subsidiaries, incur file any amended Tax Return, enter into any closing agreement, settle or become subject compromise any Tax claim or assessment, agree to extend or waive any Liabilitystatute of limitations for the assessment or assertion of Taxes, contingent extend the due date for the payment of any Tax or otherwisefiling 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 current Liabilities in connection with the Merger and unless required by Law or (in the Ordinary Course case of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intentaccounting policies) by GAAP; (xx) make take any material change affecting action, or fail to take any action, which action or failure could reasonably be expected to cause the BusinessCompany to fail to have qualified as an S corporation for its taxable years ended prior to January 1, including but not limited 2020 (or fail to (iqualify as a REIT for its taxable year ending at the Closing Date) changes in wholesaler alignmentsfor U.S. federal or applicable state or local Tax purposes, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Business, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget Subsidiaries to cease to be treated as any of (1) a partnership or product acquisition policiesdisregarded entity for U.S. federal income tax purposes or (2) a Qualified Subchapter S Subsidiary or a Taxable REIT Subsidiary; (xxi) amend its Certificate 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 Organization or limited liability company agreementSection 368(a)(1)(A) of the Code; (xxii) splitcommence, combine compromise, settle or reclassify grant any release of its securities or issue or authorize a claim relating to any Action if the issuance of amount payable by any other securities Group Company in lieu of, or in substitution for, its current issued and outstanding membership unitsconnection therewith would exceed $100,000; (xxiii) issue, sell, dispose cancel or materially modify any of the insurance policies of a Group Company or encumber, whether through action or authorize the issuance, sale, disposition omission cause them to lapse or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Companyexpire; (xxiv) enter into cancel any employment Indebtedness or collective bargaining agreement, written waive any claims or oral, or modify the terms rights of any such existing agreement;substantive value in respect of Indebtedness; or (xxv) fail to maintain the Acquired Assets in good repairauthorize, order and conditioncommit, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcy; or (xxvii) enter into any Contract resolve, propose or agree, agree in writing or otherwise, otherwise to take any of the actions described foregoing actions. (b) Nothing contained in Section 5.1(b)(i) through (xxvii). abovethis Agreement shall give Parent or Merger Sub, directly or indirectly, the right to control or direct the Company's or any of its Subsidiaries' operations prior to the Closing.

Conduct of the Business. At all times prior to Pending Assumption of Control. From the Closingdate 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) Subject to the limitations set forth The Company covenants and agrees that unless Parent shall otherwise agree in Section 5.1(b), the Company will, and will cause its members, managers and employees towriting, (i) conduct the Business 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 ordinary course of Business business and in accordance a manner consistent with applicable Law; prior practice, (ii) the Company and its Subsidiaries shall use commercially reasonable best efforts to preserve the Company’s intact their business organization and goodwillorganizations, preserve intact all rights of the Company to retain its employees, keep available the services of its officers, their current officers and employees and consultants to preserve the current relationships of the Company and maintain good relationships its Subsidiaries with employeescustomers, vendorssuppliers and other persons with which the Company or its Subsidiaries has business relations, suppliers, customers and others having business relationships with it; (iii) subject 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 applicable Lawsthe Securities Act or the Exchange Act, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) except as required by Law, not take any action that would render, or which reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it 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 perform its covenants hereunder; develop a wide area network and (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage Company shall make the additional capital expenditures to purchase equipment as set forth in amounts adequate to cover the reasonably anticipated risks of the Company;Company Disclosure Letter. (b) without first obtaining the written consent of Buyer, The Company covenants and agrees that the Company will shall not, and will cause nor shall the Company permit any of its members, officers, managers and employees not Subsidiaries to, directly or indirectly with respect to the Company: (i) cancel declare or terminate the Company’s current insurance policies pay any dividends on or allow 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 coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (ii) acquire by merging or consolidating with, or by purchasing any securities or assets (which are material, individually or in the aggregate, Company to the Company) of, Company or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced prior to the date of this Agreement to the customers, suppliers or distributors another wholly owned Subsidiary of the Company, including providing promotions, coupons, discounts or price increases; (vi) enter into any Contract (or series of related Contracts); (vii) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; (xii) declare, authorize or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000, individually or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of the customers, members, officers, employees or managers of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intent; (xvii) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms of its accounts or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; (xx) make any material change affecting the Business, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Business, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its securities capital stock or issue or authorize or propose the issuance of any other securities in lieu respect of, in lieu of or in substitution for, for shares of its current issued and outstanding membership units; capital stock; (xxiiiiii) repurchase or otherwise acquire any shares of its capital stock; (iv) issue, deliver or sell, dispose of or encumber, or authorize or propose the issuance, sale, disposition delivery or encumbrance sale of, any interest in shares of its capital stock or any securities convertible into any such shares of its capital stock, or grantany rights, enter into warrants or accept options to acquire any options, warrants, such shares or convertible securities or any stock appreciation rights, phantom stock plans or stock equivalents, other rights to acquire 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 or (v) take any securities or any other ownership interest in the Company; (xxiv) enter into any employment or collective bargaining agreement, written or oralaction that would, or modify the terms of any such existing agreement; (xxv) fail to maintain the Acquired Assets could reasonably be expected to, result in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcy; or (xxvii) enter into any Contract or agree, in writing or otherwise, to take any of the actions described conditions to the Initial Offer set forth in Section 5.1(b)(iAnnex I or any of the conditions set forth in Article VI not being satisfied. (c) through The Company covenants and agrees that the Company shall not, nor shall the Company permit any of its Subsidiaries to, (xxviii) 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 under any refinancing of such existing lines) or (B) indebtedness owing to, or guaranties of indebtedness owing to, the Company; (iii) make any loans or advances to any other person other than loans or advances between any Subsidiaries of the Company or between the Company and any of its Subsidiaries (other than loans or advances less than $25,000 made in the ordinary course of business consistent with past practice and loans or advances to its Subsidiary in Australia in connection with the Sydney 2000 Olympic Games which shall in no event exceed $100,000 in the aggregate). above.;

Conduct of the Business. At all times Pending the Merger. Between the date of this Agreement and the earlier of (1) the Effective Time and (2) the date upon which Purchaser’s designees constitute a majority of the members on the Company Board pursuant to Section 7.3 (the “Control Date”), except (w) with the prior to the Closing: written consent of Parent (awhich shall not be unreasonably withheld or delayed), (x) Subject to the limitations as expressly contemplated by this Agreement, (y) as set forth in Section 5.1(b), 6.1 of the Company will, and will cause its members, managers and employees toDisclosure Letter or (z) as required in compliance with all applicable Laws, (i) the Company shall, and shall cause the Company Subsidiaries to, conduct the Business businesses of the Company and the Company Subsidiaries only in, and not take any action except in, in the Ordinary Course ordinary course of Business business and in accordance a manner consistent with applicable Lawpast practice; and (ii) the Company shall use commercially reasonable efforts to preserve substantially intact the Company’s business organization and goodwill, preserve intact all rights of the Company and the Company Subsidiaries, to retain its employees, keep available the services of its the current officers, employees and consultants of the Company and maintain good the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with employees, vendorsits customers, suppliers, customers distributors, licensors, licensees and others having other persons with which the Company or any of the Company Subsidiaries has business relationships relations. In addition, and not in limitation of the foregoing, except as (x) expressly contemplated by this Agreement, (y) set forth in Section 6.1 of the Disclosure Letter or (z) required in compliance with it; (iii) subject to all applicable Laws, confer on a regular and frequent basis with representatives neither the Company nor any of Buyer to report operational matters the Company Subsidiaries shall, between the date of this Agreement and the general status of ongoing operations as requested by Buyer; (iv) except as required by LawEffective Time, not take any action that would renderdirectly or indirectly, do, or which reasonably may be expected propose to renderdo, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and following without the prior written consent of Parent (viwhich shall not be unreasonably withheld or delayed): (a) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks amend or otherwise change its Articles of the CompanyIncorporation or Bylaws or equivalent organizational documents; (b) without first obtaining the written consent of Buyer, the Company will not, and will cause its members, officers, managers and employees not to, directly or indirectly with respect to the Company: (i) cancel or terminate the Company’s current insurance policies or allow any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (ii) acquire by merging or consolidating with, or by purchasing any securities or assets (which are material, individually or in the aggregate, to the Company) of, or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced prior to the date of this Agreement to the customers, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increases; (vi) enter into any Contract (or series of related Contracts); (vii) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; (xii) declare, authorize or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000, individually or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of the customers, members, officers, employees or managers of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intent; (xvii) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms of its accounts or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; (xx) make any material change affecting the Business, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Business, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, pledge, dispose of of, grant or encumber, or authorize the issuance, sale, disposition pledge, disposition, grant or encumbrance of, any interest in its securities shares of any class of capital stock of the Company or grantany of the Company Subsidiaries, enter into or accept any options, warrants, convertible securities or other rights of any kind to acquire any securities shares of such capital stock, or any other ownership interest (including any phantom interest and including any Company RSUs, Company SARs, Company Stock Options or voting securities), of the Company or any of the Company Subsidiaries, except for the issuance of Company Shares pursuant to exercises of the Company Stock Options or Company SARs or vesting of Company RSUs outstanding on the date hereof as disclosed in Section 4.3(b) in accordance with the Companyterms of those Company Options, Company SARs or Company RSUs, as in effect on the date of this Agreement and, subject to Section 3.7(g), the issuance of Company Shares pursuant to the Company ESPP; (xxivc) transfer, lease, sell, pledge, license, dispose of or encumber any material assets or properties of the Company or any of the Company Subsidiaries, except in the ordinary course of business; (d) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (other than dividends or distributions made by a Company Subsidiary to the Company or another Company Subsidiary ), except as permitted under Section 6.1(b) above; (e) reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock, except (i) in accordance with agreements evidencing Company Stock Options, Company SARs, or Company RSUs or (ii) Tax withholdings and exercise price settlements upon the exercise of Company Stock Options or Company SARs or vesting of Company RSUs; (f) (i) acquire, directly or indirectly (including by merger, consolidation, or acquisition of stock or assets or any other business combination), any corporation, partnership, other business organization or any division thereof or any other business, or any equity interest in any person; (ii) incur any indebtedness for borrowed money or issue any debt securities, or assume, guarantee or endorse, or otherwise become responsible for (contingently or otherwise), the obligations of any person, in each case, other than between the Company and any Company Subsidiary or between Company Subsidiaries; (iii) make any loans, advances or capital contributions, except for employee loans or advances for travel expenses and extended payment terms for customers, in each case subject to applicable Law and only in the ordinary course of business; (iv) make, authorize, or make any commitment with respect to (A) any single capital expenditure or other similar expenditure that is inconsistent with the budget set forth on Schedule 6.1 of the Disclosure Letter, except for (I) non-capital expenditures in the ordinary course of business and (II) leasehold improvements at any Company Leased Real Property that commenced prior to the date of this Agreement and are continuing in a manner materially consistent with the budget set forth on Schedule 6.1 of the Disclosure Letter and the conduct of such improvements prior to the date of this Agreement; (v) make or direct to be made any capital investments or equity investments in any entity, other than investments in any wholly-owned Company Subsidiary; or (vi) enter into or amend any Contract, commitment or arrangement with respect to any matter set forth in this Section 6.1(f); (g) except as may be required by applicable Law or a Contract in effect on the date hereof, (i) increase the compensation payable or to become payable (including bonus grants) or increase or accelerate the vesting of any benefits provided, or pay or award any payment or benefit not required as of the date hereof by a Plan as existing on the date hereof and disclosed in Section 6.1(g) of the Disclosure Letter, to the directors or executive officers of the Company or, other than in the ordinary course of business, the other employees or service providers of the Company or any Company Subsidiary, (ii) grant any severance or termination pay or benefits to, or enter into any employment, severance, retention, change in control, consulting or termination Contract with, any director, officer or other employee or other service providers of the Company or of any Company Subsidiary, subject to Section 6.1(g)(iv) below, other than offer letters, employment agreements, or consulting agreements entered into in the ordinary course of business and consistent with past practice that are terminable at will and without material liability to the Company or any Company Subsidiary, or separation and release agreements that provide immaterial severance pay to non-officer employees or service providers in the ordinary course of business and consistent with past practice, (iii) establish, adopt, enter into or amend any bonus, profit-sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, Contract, trust, fund, policy or arrangement for the benefit of any director, officer or employee or other service providers (including the ESPP), except as permitted by this Agreement or as necessary to maintain Tax-qualified status or Tax-favored treatment, or (iv) hire, elect or appoint any officer or director; (h) enter into any employment or collective bargaining agreement, written work council agreement, work force agreement or oralany other labor union Contract applicable to persons employed by the Company or any Company Subsidiary that would reasonably be expected to result in a material liability to the Company and the Company Subsidiaries, or modify the terms of any such existing agreementtaken as a whole; (xxvi) fail except as publicly announced prior to maintain the Acquired Assets date hereof, announce, implement or effect any reduction in good repairlabor force greater than five percent (5%) of the total Company headcount, order and conditionlay-off, reasonable wear and tear exceptedearly retirement program, severance program or other program or effort concerning the termination of employment of employees of the Company or any Company Subsidiary, other than routine employee terminations; (xxvij) file enter into a petition new line of business that (A) is material to the Company and the Company Subsidiaries taken as a whole, or (B) represents a category of revenue that is not discussed in Item 1 of the Company’s Annual Report on Form 10-K for bankruptcy; orthe fiscal year ended January 3, 2010; (xxviik) make, change or revoke any material Tax election, adopt or change any accounting period or any material accounting method, file any amended Tax Return, enter into any closing agreement with respect to any material Taxes, settle any material Tax claim or assessment relating to the Company or any of the Company Subsidiaries, surrender any right to claim a refund of material Taxes, consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to the Company or any Company Subsidiary, or destroy or dispose of any books and records with respect to Tax matters relating to periods beginning before the Effective Time and for which the statute of limitations is still open or under which a record retention agreement is in place with a Governmental Authority; (l) settle any material claim or other Action, or any material investigation, arbitration or mediation by or before any Governmental Authority; (m) enter into any Contract or agreeamendment that would be a Company Material Contract pursuant to clauses (i), (iii), (iv), (vii) or (x) of Section 4.17(a), amend or modify in any material respect in a manner that is adverse (taken as a whole) to the Company or any Company Subsidiary, or consent to the termination of, any Company Material Contract, or waive or consent to the termination of the Company’s or any Company Subsidiary’s material rights thereunder; (n) enter into any Contracts (i) under which the Company or any Company Subsidiary grants or agrees to grant to any Third Party any assignment, license, release, immunity or other right with respect to any Company Intellectual Property (other than non-exclusive licenses of Software granted to customers in the ordinary course of business consistent with Company’s or any Company Subsidiary’s past practices), (ii) under which the Company or any Company Subsidiary establishes with any Third Party a joint venture, strategic relationship, or partnership pursuant to which the Company agrees to develop or create (whether jointly or individually) any material Intellectual Property, products or services, (iii) that will cause or require (or purport to cause or require) the Surviving Corporation or Parent to (A) grant to any Third Party any license, covenant not to xxx, immunity or other right with respect to or under any of the Intellectual Property or Intellectual Property Rights owned by Parent; or (B) be obligated to pay any royalties or other amounts, or offer any discounts, to any Third Party (other than, with respect to the Surviving Corporation and its Subsidiaries only, in writing connection with non-exclusive licenses of Software, or Contracts for licenses to or other rights to use Systems, entered into in the ordinary course of business consistent with past practice); (o) enter into or amend any Contract pursuant to which any other party is granted, or that otherwise subjects the Company or any Company Subsidiary or Parent or any of its subsidiaries to, any non-competition, “most-favored nation,” exclusive marketing or other exclusive rights of any type or scope that materially restrict the Company or any Company Subsidiary or, upon completion of the Offer or any other Transaction, Parent or any of its subsidiaries, from engaging or competing in any line of business or in any location; (p) enter into or amend or otherwise modify any Contract or arrangement with persons that are affiliates or are executive officers or directors of the Company, except as otherwise permitted or required by this Agreement; (q) commence any material Action (or any material arbitration or mediation by or before any Governmental Authority), except as otherwise permitted or required by this Agreement; (r) delay the payment of any trade payables to vendors and other Third Parties or accelerate the collection of trade receivables and other receivables by offering discounts or otherwise, to take in each case outside the ordinary course of business consistent with past practices; (s) terminate, cancel, amend or modify any insurance coverage policy maintained by the Company or any of the actions described Company Subsidiaries that is not simultaneously replaced by a comparable amount of insurance coverage, other than with respect to the Plans set forth on Section 4.10(a) of the Disclosure Letter for which benefits are provided through insurance contracts; (t) enter into, participate in, establish or join any new standards-setting organization, university or industry bodies or consortia; or (u) otherwise make a commitment to do any of the foregoing. Notwithstanding the foregoing (but without limiting the foregoing), nothing in Section 5.1(b)(i) through (xxvii)this Agreement is intended to give Parent or Purchaser, directly or indirectly, the right to control or direct the business or operations of the Company or the Company Subsidiaries at any time prior to the Effective Time. abovePrior to the Effective Time, the Company and the Company Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operations.

Conduct of the Business. At all times prior From the date hereof until the earlier to occur of the Closing: Closing and the termination of this Agreement in accordance with its terms, except (ai) Subject to as required by Law, (ii) as expressly provided by the limitations Ancillary Agreements or as set forth in Section 5.1(b)4.1 of the Seller Disclosure Letter or (iii) as otherwise requested in writing or consented to in writing by Buyer, the Company willwhich consent shall not be unreasonably conditioned, and will withheld or delayed, Sellers shall (x) cause its members, managers and employees to, (i) conduct the Business only in, and not take any action except in, 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 applicable Law; its terms, except (iii) use commercially reasonable efforts to preserve the Company’s business organization and goodwill, preserve intact all rights of the Company to retain its employees, keep available the services of its officers, employees and consultants and maintain good relationships with employees, vendors, suppliers, customers and others having business relationships with it; (iii) subject to applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) except as required by Law, (ii) as expressly provided by the Ancillary Agreements or as set forth in Section 4.1 of the Seller Disclosure Letter or (iii) as otherwise consented to in writing by Buyer, which consent shall not take be unreasonably conditioned, withheld or delayed, Sellers shall not permit any action that would render, or which reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected of the Transferred Subsidiaries to, prevent or, to the Company from performing extent within the control of Sellers or cause it 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 to perform permit its covenants hereunder; other Controlled Affiliates to: (va) pay all amend, supplement, restate, modify or rescind the certificate of incorporation or by-laws (or other comparable organizational documents) of any of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage Transferred Subsidiaries or the Joint Venture in amounts adequate a manner materially adverse to cover the reasonably anticipated risks of the CompanyBuyer; (b) without first obtaining the written consent of Buyerexcept (1) as may be required under applicable Law, the Company will not, and will cause its members, officers, managers and employees not to, directly or indirectly with respect to the Company: (i2) cancel or terminate the Company’s current insurance policies or allow by any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (ii) acquire by merging or consolidating withLabor Agreement, or (3) by purchasing any securities or assets (which are material, individually or in the aggregate, to the Company) of, or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense terms of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced prior to Benefit Plan in existence as of the date of this Agreement to the customers, suppliers or distributors and set forth on Section 2.15(a) of the CompanySeller Disclosure Letter, (i) grant, materially increase or decrease, or take any action to accelerate the payment, vesting or funding of, any compensation or benefit, including providing promotionschange in control, couponsincentive, discounts retention severance, termination pay, to any Business Employee or price increases; (vi) enter into any Contract (or series of related Contracts); (vii) enter into, or permit any other individual service provider of the assets owned or used by it to become bound byBusiness, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; (xii) declare, authorize or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000, individually or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of the customers, members, officers, employees or managers of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable compensation increases in the Ordinary Course of Business for any Business Employee or individual service provider of the Business whose annual base compensation does not exceed $150,000 or (B) not permitted to 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 discharged under the terms a Benefit Plan if in effect as of the Letter date hereof) other than (A) any such action in respect of Intent; (xvii) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms a Seller Plan that no current of its accounts former Business Employees or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay individual service providers of the Business participate in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate cause any change to the Company’s obligations under the Letter compensation or benefits of Intent; (xx) make any material change affecting Business Employee or other individual service providers of the Business, including but not limited to (iB) changes in wholesaler alignments, inventory levels, management organization to any Benefit Plan that is a group health or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets welfare plan during the plan’s annual renewal or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than open enrollment process in the Ordinary Course of Business, change (C) any adoption or amendment by Sellers that applies to Sellers and their Controlled Affiliates as a whole, or to one of its more of Sellers’ business policiesunits as a whole, including advertisingto 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, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget immaterial or product acquisition policiesministerial amendments that do not materially increase benefits or result in a material increase in administrative costs; (xxic) amend (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 the Business, unless such hiring or engagement is in the Ordinary Course of Business and 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 any Business Employee or other individual service provider of the Business who provides services primarily dedicated or primarily related to the Business 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 Business Employee, or (D) modify the services of any employee of Seller or its Certificate of Organization Affiliates who is not a Business Employee such that he or limited liability company agreementshe becomes a Business Employee; (xxiid) splitenter into, combine amend, terminate or reclassify otherwise modify any of its securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership unitsLabor Agreement; (xxiiie) issue, sellsell or grant any Transferred Subsidiaries Interests or equity interests in the Joint Venture, dispose or any other shares of capital stock of or encumberother 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 authorize rights to purchase or subscribe to, shares of capital stock of or other voting or equity interests in) any of the Transferred Subsidiaries or the Joint Venture, or enter into any arrangement or Contract with respect to the issuance, sale, disposition sale or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Companygrant thereof; (xxivf) change in any material respect the accounting policies or practices presently used by the Transferred Subsidiaries or the Business, except as required by GAAP or necessary to conform to changes in applicable Law, statutory or regulatory accounting rules or GAAP; (g) effect any merger, consolidation, recapitalization, reclassification, stock split or like change in its capitalization of any of the Transferred Subsidiaries or the Joint 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, assign, transfer, convey, lease or otherwise dispose of any material 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 budget of 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 the Business that has previously been provided to Buyer; (q) acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or material business, material assets or material division thereof, other than acquisitions of any raw materials or inventory in the Ordinary Course of Business; (r) settle or compromise any Litigation, or enter into any 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 which Sellers or their Controlled Affiliates are entitled pursuant to insurance policies) does not exceed $500,000 individually or $1,500,000 in the aggregate; (s) (i) make, revoke, change or amend any material Tax election, (ii) amend any material Tax Return, (iii) enter into any employment closing agreement or collective bargaining agreementsimilar agreement with any Governmental Authority with respect to Income Taxes or other material Taxes, written (iv) settle or oralcompromise any material Tax Liability, (v) extend or modify waive (or agree to extend or waive) the terms application of any such existing agreementstatute 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 as otherwise required by Law; (xxvt) fail to maintain make, materially delay, materially postpone or cancel any capital commitment or other investment into the Acquired Assets 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 good repair, order and condition, reasonable wear and tear exceptedany definitive agreements entered into in connection with the New JV; (xxviu) file a petition for bankruptcyhire or engage any Third Party in any territory outside the United States; or (xxviiv) enter into any Contract or authorize, agree, in writing resolve or otherwise, commit to take do any of the actions described foregoing. Nothing contained in Section 5.1(b)(ithis Agreement shall give Buyer, directly or indirectly, the right to control or direct Sellers’ or any of their Affiliates’ (including the Transferred Subsidiaries’) through (xxvii). abovebusiness or operations.

Conduct of the Business. At all times prior to The Company agrees that, during the Closing: (a) Subject to the limitations set forth in Section 5.1(b), the Company will, and will cause its members, managers and employees to, (i) conduct the Business only in, and not take any action except in, the Ordinary Course of Business and in accordance with applicable Law; (ii) use commercially reasonable efforts to preserve the Company’s business organization and goodwill, preserve intact all rights of the Company to retain its employees, keep available the services of its officers, employees and consultants and maintain good relationships with employees, vendors, suppliers, customers and others having business relationships with it; (iii) subject to applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) except as required by Law, not take any action that would render, or which reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company period from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company; (b) without first obtaining the written consent of Buyer, the Company will not, and will cause its members, officers, managers and employees not to, directly or indirectly with respect to the Company: (i) cancel or terminate the Company’s current insurance policies or allow any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (ii) acquire by merging or consolidating with, or by purchasing any securities or assets (which are material, individually or in the aggregate, to the Company) of, or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced prior to the date of this Agreement to the earlier of (x) termination of this Agreement in accordance with ‎Section 8.1 and (y) Closing, except as otherwise contemplated by this Agreement or by applicable Law, or as consented to by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed): (a) the Company shall, and shall cause its Subsidiaries to, conduct its business in the Ordinary Course and use its commercially reasonable efforts to (i) preserve intact its present business organization, (ii)maintain in effect all of its material Licenses, (iii) keep available the services of its directors, officers and key employees, (iv) make capital expenditures in the Ordinary Course and in accordance with the capital expenditure budget attached as Schedule ‎5.1(b)(v) and (v) maintain, preserve and retain satisfactory relationships with its suppliers, vendors and customers, suppliers or distributors in each case, with whom it has entered into any Company Material Contract; and (b) without limiting the generality of the Companyforegoing, including providing promotions, coupons, discounts or price increasesthe Company shall not and shall cause each Company Subsidiary not to effect any of the following; (vii) enter into make any Contract (change in or series of related Contracts)amendment to its Organizational Documents whether by merger consolidation or otherwise; (vii) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; (xiiii) declare, authorize set aside or pay any dividends on, make any dividend or other distributions distribution with respect to, or redeemany direct or indirect acquisition of, repurchase or otherwise acquire any capital stock of its equity interestsany Group Company, except for cash dividends permitted under ‎Section 5.1; (xiiiiii) make issue or sell, or authorize to issue or sell, any shares of its capital stock or any other ownership interests, as applicable, or issue or sell, or authorize to issue or sell, any securities convertible into or exchangeable for, or options, warrants or rights to purchase or subscribe for, or enter into any Contract with respect to the issuance or sale of or which relate to, any shares of capital stock or any other ownership interests, as applicable (for the avoidance of doubt, this ‎Section 5.1(b)(ii) shall not prohibit an Option Holder from otherwise exercising any or all Options outstanding as of the date hereof held by such Option Holder in accordance with the applicable Option Agreement); (iv) split, combine, redeem or reclassify, or purchase or otherwise acquire, any membership interests, shares of its capital stock or any other ownership interests, as applicable; (v) incur any capital expenditures or any obligations or liabilities in respect thereof, except for (A) those contemplated in the capital expenditure in excess of budget attached as Schedule ‎5.1(b)(v) hereto (the “Capex Budget”) and (B) any unbudgeted capital expenditures not to exceed $50,000, 100,000 individually or $300,000 in the aggregate; (xivvi) provide acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any creditassets, loansecurities, advanceproperties, guarantyinterests or businesses, endorsementother than materials, indemnityinventory and supplies in the Ordinary Course; (vii) sell, warranty license, lease, transfer, assign, abandon or mortgage otherwise dispose of, or create or incur any Lien on, any of, or impose any Lien (other than Permitted Liens) upon, its properties or assets other than (A) sales of inventory in the Ordinary Course or (B) Liens that would not reasonably be expected to be material to the Group Companies; (viii) materially amend or waive any right thereunder or terminate any Company Material Contract in a manner materially adverse to the Group Companies; provided, however, that the Company and the Company Subsidiaries may renegotiate the terms of, or otherwise extend, any Company Material Contract that has expired in accordance with its terms prior to the date hereof or is scheduled to expire in accordance with its terms within six (6) months after the date hereof so long as the Contract as renegotiated (A) is terminable without penalty on not more than 90 days’ notice and (B) is no less favorable in the aggregate to the Group Companies as compared to the initial Contract; or enter into a Contract which, had it been entered into prior to the date hereof, would have been a Company Material Contract (other than entering into any new Contract in the Ordinary Course); (ix) (A) create, incur, assume, suffer to exist or otherwise become liable with respect to any material Indebtedness, other than short-term Indebtedness incurred in the Ordinary Course (including with respect to letters of credit) or borrowings under existing credit facilities and Indebtedness which is repaid in full at or prior to the Closing or (B) make any loans or advances to any other Person; (x) (A) grant or agree to grant any more than de minimis increase in salaries, wages or bonus, profit sharing, retirement, insurance or other compensation or benefits to any current or former Service Provider, (B) grant any equity or equity-based or other incentive award to, or discretionarily accelerate the vesting or payment of any such awards held by, any current or former Service Provider, (C) grant or increase any severance, retention or termination pay to, or enter into or amend any retention, termination, employment, consulting, bonus, change in control or severance agreement with, any current or former Service Provider, (D) establish, enter into, adopt, materially amend or terminate any Company Benefit Plan or Collective Bargaining Agreement, (E) hire any individuals who would replace a Key Employee or (F) terminate the employment of any Key Employee other than for cause, except, in each case, (x) as may be required under applicable Law or (y) as may be required by any Company Benefit Plan of a Group Company in effect on the date hereof or (z) solely in the case of increases in salary or wages for Service Providers who are not Key Employees, in the ordinary course of business consistent with past practice (including in connection with new hires, promotions or other changes in job status in the ordinary course of business consistent with past practice and annual increases to existing Service Providers who are not Key Employees consistent with past practice); (xi) except as may be required under applicable Law, make or change any more than de minimis Tax election, change in a material manner any Tax accounting period, adopt or change any method of Tax accounting, file any amended Tax Return, settle any material Tax claim, assessment audit, contest or other similar proceeding, surrender any right to claim a Tax refund, offset or other reduction in Tax liability, consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment other than any extension pursuant to an extension to file any Tax Return, or obtain any Tax ruling or enter into any closing or similar agreement; (xii) make any material change to any of the customersaccounting principles adopted by the Group Companies or material change in the Group Companies’ accounting policies, membersprocedures, officerspractices or methods with respect to applying such principles, employees other than as required by GAAP or managers Law; (xiii) commence, settle, or offer or propose to settle (other than any claim covered entirely by insurance) (A) any litigation, investigation, arbitration, proceeding or claim involving or against any Group Company where the amount involved exceeds $10,000, (B) any stockholder litigation or dispute against the Company or any of its officers or directors, except to the extent settled prior to the Closing or (C) any litigation, arbitration, proceeding or dispute that relates to the transactions contemplated by this Agreement; (xiv) cancel or forgive any material Indebtedness owed to the Company or any of the CompanyCompany Subsidiaries, other than Indebtedness of the Company to a Company Subsidiary or Indebtedness for borrowed money of a Company Subsidiary to the Company or to another Company Subsidiary; (xv) borrow from enter into, modify or amend in any Person by way of a loanrespect, advance, guaranty, endorsement, indemnityany Related Party Contract, or warrantyContract that would have been a Related Party Contract if entered into prior to the date hereof; (xvi) discharge write-off any Encumbrance, indebtedness accounts or other Liability (A) notes receivable of the Group Company in excess of $25,000, 50,000 individually or $100,000 in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business sell or (B) not permitted to be discharged under the terms of the Letter of Intent;assign any account or note receivable; or (xvii) change its credit practicesauthorize any of, accounting methods or practices commit or standards used agree to maintain its bookstake any of, accounts or business records;the foregoing actions in respect of which it is restricted by the provisions of this ‎Section 5.1. (xviiic) change Notwithstanding anything to the terms of contrary contained herein, the Company and its accounts or other payables or take Subsidiaries shall be permitted to utilize any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; (xx) make any material change affecting the Business, including but not limited to all available Cash and Cash Equivalents (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory)to pay Company Transaction Expenses; (ii) changes in discretionary costs, such as advertising, maintenance to repay outstanding Indebtedness; and repairs, research and development, and training; (iii) any capital expenditures to declare, pay or deferrals of capital expenditures; set aside dividends or other distributions (ivx) deviations from operating budgets or plans on sales between the Company and profitability; the Company Subsidiaries or (vy) other than to the Stockholders so long as such amounts are paid prior to the Closing Date, in each case, at such times and in such amounts as the Ordinary Course of BusinessCompany or the applicable Subsidiary shall deem necessary, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu ofappropriate, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxiv) enter into any employment or collective bargaining agreement, written or oral, or modify the terms of any such existing agreement; (xxv) fail to maintain the Acquired Assets in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcy; or (xxvii) enter into any Contract or agree, in writing or otherwise, to take any of the actions described in Section 5.1(b)(i) through (xxvii). abovedesirable.

Conduct of the Business. At Except as otherwise (v) required by law, (w) disclosed in the Disclosure Statement, (x) required by this Agreement or the Chapter 11 Plan or (y) consented to in writing by Requisite Investors (such consent not to be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement to the earlier of the Effective Date and the date on which this Agreement is terminated in accordance with its terms (the “Pre-Closing Period”) (except as otherwise expressly provided or permitted by the terms of this Agreement), the Company and its Subsidiaries shall use their respective commercially reasonable efforts to (a) conduct their businesses in the ordinary course in all times material respects as conducted at the date of this Agreement, and (b) to the extent consistent therewith, use commercially reasonable efforts to (i) keep available the services of their current executive officers, and (ii) preserve substantially intact the commercial relationships with customers, suppliers, distributors and others that are material to the Company or its Subsidiaries, consistent with past practice as conducted prior to the Closingdate of this Agreement. Without limiting the generality of the foregoing, except (1) as otherwise expressly required or permitted by this Agreement, (2) as required by law, (3) for actions approved by the Requisite Investors in writing (which approval shall not be unreasonably withheld, conditioned or delayed), or (4) as set forth in Schedule 4.7, during the Pre-Closing Period, the Company shall not, and shall cause its Subsidiaries not to: (a) Subject to the limitations set forth in Section 5.1(b), the Company will, and will cause its members, managers and employees to, (i) conduct declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock other than dividends and distributions in respect of the Business only in, and not take capital stock of any action except in, the Ordinary Course of Business and in accordance with applicable Law; (ii) use commercially reasonable efforts to preserve the Company’s business organization and goodwill, preserve intact all rights wholly-owned direct or indirect Subsidiary of the Company to retain its employeesthe Company or another wholly-owned Subsidiary not in excess of one hundred thousand dollars ($100,000) in the aggregate during the Pre-Closing Period or (ii) purchase, keep available redeem or otherwise acquire, except in connection with the services of its officers, employees and consultants and maintain good relationships with employees, vendors, suppliers, customers and others having business relationships with it; (iii) subject to applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) except as required by Law, not take any action that would render, or which reasonably may be expected to renderChapter 11 Plan, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent shares of capital stock of the Company from performing or cause it not any other securities thereof or any rights, warrants or options to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Companyacquire any such shares or other securities; (b) without first obtaining the written consent issue, deliver, grant, sell, pledge, dispose of Buyeror otherwise encumber any of its capital stock or any securities convertible into, the Company will notor any rights, and will cause its memberswarrants or options to acquire, officers, managers and employees not to, directly any such capital stock at less than fair market value; (c) acquire or indirectly with respect agree to the Company: acquire (i) cancel or terminate the Company’s current insurance policies or allow any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (ii) acquire by merging or consolidating with, or by purchasing any securities a substantial portion of the stock, or other ownership interests in, or substantial portion of assets (which are material, individually or in the aggregate, to the Company) of, or by any other manner, any business or any Personcorporation, partnership, association, joint venture, limited liability company or other entity or division thereof or (ii) any assets in excess of five hundred thousand dollars ($500,000) in any individual transaction or one million dollars ($1,000,000) in the aggregate during the Pre-Closing Period, except purchases of supplies, equipment and inventory in the ordinary course of business consistent with past practice; (iiid) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced prior to the date of this Agreement to the customers, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increases; (vi) enter into any Contract (or series of related Contracts); (vii) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; (xii) declare, authorize or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000, individually or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of the customers, members, officers, employees or managers of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intent; (xvii) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms of its accounts or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; (xx) make any material change affecting the Business, including but not limited to (i) changes in wholesaler alignmentsincur any indebtedness for borrowed money or guarantee any such indebtedness of another individual or entity, inventory levels, management organization issue or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) sell any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Business, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its debt securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities warrants or other rights to acquire any debt securities of the Company, guarantee any debt securities of another individual or entity, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, except for (A) borrowings and increases in letters of credit permitted under the DIP Credit Agreement and (B) indebtedness existing solely between the Company and its wholly owned Subsidiaries or between such Subsidiaries or (ii) make any loans, advances or capital contributions to, or investments in, any other ownership interest individual or entity, except for (A) loans, advances or capital contributions (1) between the Company and its Subsidiaries and (2) between such Subsidiaries and (B) customary immaterial advances in the Companyordinary course of business consistent with past practice; (xxive) other than in connection with the repair or replacement of asset of the Company or its Subsidiaries in the ordinary course of business consistent with past practice, make or incur any capital expenditure involving the expenditure of no more than one hundred thousand dollars ($100,000) in any individual expenditure or two-hundred and fifty thousand dollars ($250,000) in the aggregate during the Pre-Closing Period; (f) make, change or rescind any material election relating to Taxes, settle or compromise any material Tax liability for an amount greater than the amount reserved for such liability on the most recent Financial Statements, or amend any material Tax Return; (g) adopt, or enter into any new, or renew, or materially amend or supplement any existing, Collective Bargaining Agreement; (1) enter into any employment or collective bargaining agreement, written or oralnew, or modify the terms of any such existing agreement; amend or terminate (xxv) fail other than amendments required to maintain the Acquired Assets tax qualified status of such plans under the Code in good repairthe ordinary course of business consistent with past practices) any existing, order Company Plans, arrangements or programs, severance agreement, deferred compensation arrangement or employment agreement with any officers, directors or employees, (2) grant any increases in employee compensation, other than in the ordinary course or pursuant to promotions, in each case consistent with past practice (which shall include normal individual periodic performance reviews and conditionrelated compensation and benefit increases and bonus payments consistent with past practices), reasonable wear and tear excepted; (xxvi3) file a petition for bankruptcygrant any stock options or stock awards or (4) make any annual or long-term incentive awards; or (xxviii) enter into any Contract agree or agree, in writing or otherwise, otherwise commit to take any of the actions described set forth in Section 5.1(b)(ithe foregoing subsections (a) through (xxvii). aboveh) of this Section 4.7.

Conduct of the Business. At all times prior to the Closing: (a) Subject From the date hereof until the earlier of the termination of this Agreement and the Closing Date, except (1) as set forth in Schedule 5.01, (2) if Parent will have consented (such consent, solely to the limitations extent set forth in Section 5.1(b5.01(b), not to be unreasonably withheld, conditioned or delayed), (3) as required by applicable Law, (4) with respect to an Interim Financing or (5) as otherwise expressly contemplated by this Agreement, the Company will, and Member will cause its membersthe Group Companies to conduct their business, managers and employees toin all material respects, (i) conduct the Business only in, and not take any action except in, in the Ordinary Course of Business Business, and in accordance with applicable Law; (ii) the Member shall cause the Group Companies to use their respective commercially reasonable efforts to preserve intact the Company’s current business organization and goodwill, preserve intact all rights ongoing operations of the Company to retain its employeesGroup Companies, keep available the services of its officersmaintain relations and goodwill with suppliers, customers, landlords, employees and consultants creditors with whom such Group Company has a relationship, and maintain good relationships with employees, vendors, suppliers, customers the properties and others having business relationships with it; (iii) subject to applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) except as required by Law, not take any action that would render, or which reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all assets of the Company’s Liabilities Group Companies in their current state of repair and Taxes when due; condition (excluding normal wear and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company;tear). (b) without first obtaining From the written consent of Buyer, date hereof until the Company will not, and will cause its members, officers, managers and employees not to, directly or indirectly with respect to the Company: (i) cancel or terminate the Company’s current insurance policies or allow any earlier of the coverage thereunder to lapsetermination of this Agreement and the Closing Date, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (ii) acquire by merging or consolidating with, or by purchasing any securities or assets (which are material, individually or in the aggregate, to the Company) of, or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; except (v) take any action not announced prior to the date of this Agreement to the customersas set forth in Schedule 5.01, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increases; (viw) enter into any Contract if Parent will have consented (or series of related Contracts); (vii) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld;, conditioned or delayed in respect of clauses (ix), (x), (xi), (xiv), (xvi), (xvii)(A), (xx), (xxi) and (xxii) (solely to the extent relating to one of the preceding clauses)), (x) as required by applicable Law, (y) with respect to an Interim Financing or (z) as otherwise expressly contemplated by this Agreement, the Member will not, and will not permit any of the Group Companies to: (xiii) declareissue, authorize sell or pay deliver any dividends on, make of the Company’s or any other distributions Group Company’s equity securities or issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any of the Company’s or any other Group Company’s equity securities; (ii) recapitalize, reclassify, combine, split, subdivide or redeem, repurchase declare any stock or equity dividend, purchase or otherwise acquire or otherwise make any change in, directly or indirectly, any Group Company’s equity interests or make any other change with respect to any Group Company’s capital structure; (iii) amend its Governing Documents; (iv) in the case of any Group Company, make any redemption or purchase of its equity interests; (xiiiv) make create any capital expenditure in excess of $50,000, individually or in the aggregatenew Subsidiary; (xivvi) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of the customers, members, officers, employees or managers of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess sell, assign or transfer any material portion of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable its tangible assets (other than sales of inventory in the Ordinary Course of Business Business), or (B) not permitted to be discharged under the terms mortgage, encumber, pledge, or impose any Encumbrance upon any of the Letter of Intentits assets, other than Permitted Liens; (xviivii) change its credit practicesadopt a plan of complete or partial liquidation, accounting methods dissolution, merger or practices or standards used to maintain its books, accounts or business recordsconsolidation of any of the Group Companies; (xviiiviii) change the terms of its accounts sell, assign, transfer or other payables exclusively license any material patents, trademarks, trade names or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payablescopyrights; (xixix) createenter into any contract, incur agreement or become subject arrangement that would be a Material Contract if entered into prior to the date hereof (other than a renewal or replacement of any Liabilityexisting Material Contract that is expiring by its terms, contingent so long as the terms and conditions of such renewal or otherwisereplacement contract, except current Liabilities agreement or arrangement, in the aggregate, are not materially less favorable to the Company or its applicable Subsidiary than the existing Material Contract); (x) terminate, cause the termination of, amend or modify any Material Contract (other than the Credit Agreement, the ERA and the other Contracts contemplated thereby) in any material respect (other than in the Ordinary Course of Business not in excess of $25,000 individually Business), or in the aggregate and that would not violate the Company’s obligations under the Letter of Intentwaive or release any rights or claims thereunder; (xxxi) make pay, discharge or satisfy any material change affecting the Business, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization claims or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) liabilities other than in the Ordinary Course of Business, change or fail to pay or otherwise satisfy (except if being contested in good faith) any material accounts payable, liabilities, or obligations when due and payable, in each case, other than liabilities or obligations due and payable under the Credit Agreement, the ERA or any other Contract contemplated thereby; (xii) directly or indirectly, merge with or into, consolidate with or acquire any material asset out of the Ordinary Course of Business; (xiii) make any capital contributions to, or investments in, or any advance or loan to, or acquire the securities of, any Person other than a wholly owned Subsidiary of the Company; (xiv) make any capital expenditures or commitments therefor other than those reflected in the Company’s budget as of the date hereof as listed on Schedule 5.01(a)(xiv) hereto or in an amount not to exceed $250,000; (xv) in the case of any Group Company, enter into any transaction with any of its directors, officers or employees outside the Ordinary Course of Business; (xvi) except as required under the terms of any written agreement or Company Employee Benefit Plan as in effect on the date hereof, (A) increase salaries, bonuses or other compensation or remuneration and benefits payable by a Group Company to any of its employees, officers, directors or other service providers other than increases in base compensation in the Ordinary Course of Business; (B) increase the benefits provided to any Person under any Company Employee Benefit Plan; (C) hire or engage the services of any Person with annual base compensation in excess of $200,000; or (D) terminate or amend any Company Employee Benefit Plan or adopt any new arrangement for the benefit or welfare of any officer or employee, director or other service provider of any Group Company that would be a Company Employee Benefit Plan if it were in existence as of the date hereof (other than in conjunction with agreements or arrangements that are entered into in the Ordinary Course of Business with new hire employees); (xvii) settle any Legal Proceeding if (A) the amount payable by any Group Company in connection therewith would exceed $200,000 or (B) would be reasonably likely to have a material effect on the post-Closing operations of the business policiesof any Group Company or agree to any injunctive or other equitable relief; (xviii) cancel any material third-party Indebtedness owed to any Group Company; (xix) recognize any labor union or enter into, including advertisingmodify, investmentsor amend any collective bargaining agreement or engage in any substantive communications with any labor union regarding any Party’s anticipated actions on or after the Closing with respect to such union; (xx) in the case of any Group Company, marketingprepare or file any Tax Return inconsistent with past practice or, pricingon any such Tax Return, purchasingtake any position or adopt any method that is inconsistent with positions taken or methods used in preparing or filing similar Tax Returns in prior periods, productionsettle or compromise any claim relating to Taxes, personnel, sales, returns, budget or product acquisition policiesotherwise settle any dispute relating to Taxes; (xxi) amend its Certificate in the case of Organization any Group Company, make, modify or limited liability company agreement;revoke any income or other material election with respect to Taxes, consent to any waiver or extension of time to assess or collect any Taxes payable by any Group Company, file any amended Tax Returns or fail to file for or otherwise surrender any refund claim on behalf of any Group Company; or (xxii) splitagree, combine whether orally or reclassify in writing, to do any of the foregoing, or agree, whether orally or in writing, to any action or omission that would result in any of the foregoing. (c) From the date hereof until the earlier of the termination of this Agreement and the Closing Date, without the prior written approval of Parent (which approval may be given or denied in Parent’s sole discretion), except as set forth in Schedule 5.01 or with respect to an Interim Financing, the Member shall not permit any Group Company to, directly or indirectly, declare or pay any cash dividend on, or make any cash payment on account of, the purchase, redemption, defeasance, retirement or other acquisition of, any of its securities capital stock or issue common shares, as applicable, or authorize the issuance of make any other securities cash distribution in lieu ofrespect thereof, either directly or in substitution for, its current issued and outstanding membership units;indirectly. (xxiiid) issueNothing contained in this Agreement shall give Parent, selldirectly or indirectly, dispose of the right to control or encumberdirect any Group Company’s operations prior to the Closing. Prior to the Closing, or authorize the issuanceGroup Companies shall exercise, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxiv) enter into any employment or collective bargaining agreement, written or oral, or modify consistent with the terms and conditions of any such existing agreement; (xxv) fail to maintain the Acquired Assets in good repairthis Agreement, order complete control and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcy; or (xxvii) enter into any Contract or agree, in writing or otherwise, to take any of the actions described in Section 5.1(b)(i) through (xxvii). abovesupervision over their operations.

Conduct of the Business. At all times prior to the Closing: (a) Subject to the limitations Except (i) as expressly required by this Agreement, (ii) as set forth in Section 5.1(b5.01 of the Disclosure Schedules, (iii) as required by applicable Law, or (iv) as approved by Investor in writing (which approval shall not be unreasonably withheld, conditioned or delayed), during the period from the execution and delivery of this Agreement until the earlier to occur of the termination of this Agreement pursuant to ARTICLE VII and the Closing, the Company willshall, and will shall cause each of its members, managers and employees Subsidiaries to, use its and their reasonable best efforts to (A) conduct its business in all material respects in the ordinary course of business consistent with past practices, and (B) preserve intact in all material respects its material assets and business organizations and preserve in all material respects its goodwill, reputation and current significant relationships with its customers, suppliers, distributors, resellers, sales agents, channel partners, lessors, creditors, contractors and other Persons; provided that no action taken or not taken by the Company or any of its Subsidiaries because such action or inaction is restricted by Section 5.02 and Investor has refused to provide its consent to such action or inaction after a written request from the Company shall be deemed a breach of this sentence. (b) Except (w) as expressly required by this Agreement, (x) as set forth in Section 5.01 of the Disclosure Schedules, (y) as required by applicable Law, or (z) as approved by Investor in writing (which approval shall not be unreasonably withheld, conditioned or delayed), during the period from the execution and delivery of this Agreement until the earlier to occur of the termination of this Agreement pursuant to ARTICLE VII and the Closing, the Company shall not, and shall not permit any of its Subsidiaries to: (i) conduct declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock or other equity or voting interest, or make any other actual, constructive or deemed distribution in respect of the Business only inshares of capital stock or other equity or voting interest, and not take except for cash dividends made by any action except in, the Ordinary Course of Business and in accordance with applicable Law; (ii) use commercially reasonable efforts to preserve the Company’s business organization and goodwill, preserve intact all rights direct or indirect wholly owned Subsidiary of the Company to retain its employees, keep available the services Company or one of its officersother wholly owned Subsidiaries or any cash dividends or distributions necessary for the payment of any taxes; or pledge or encumber any shares of its capital stock or other equity or voting interest; (ii) except for transactions solely among the Company and its Subsidiaries or solely among the Company’s Subsidiaries or the authorization and issuance of the Preferred Shares in accordance with this Agreement and the Certificate of Designations and any Conversion Shares, employees reclassify, split, combine, subdivide or redeem, repurchase, purchase or otherwise acquire or amend the terms of, directly or indirectly, any of its capital stock or other equity or voting interest, other than (A) the acquisitions of shares of Common Stock in connection with the surrender of shares of Common Stock by holders of Options in order to pay the exercise price of such Options, (B) the withholding of shares of Common Stock to satisfy tax obligations incurred in connection with the exercise of Options and consultants the settlement of Company RSUs or Company PSUs, and maintain good relationships (C) the acquisition by the Company of Options, Company RSUs or Company PSUs in connection with employeesthe forfeiture of such awards, vendorsand for (A), suppliers, customers (B) and others having business relationships (C) in each case in accordance with it; their terms in effect as of the date of this Agreement; (iii) subject issue, sell, deliver or agree or commit to applicable Lawsissue, confer sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Securities, except (A) as required by the terms of any employment agreements or any award agreements with respect to, and upon the exercise or settlement of, Options, Company RSUs or Company PSUs, in each case, in effect on a regular the date of this Agreement; (B) in accordance with the terms of the Company Emergence Warrants and frequent basis Company Warrant Transactions; and (C) in accordance with representatives the terms of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; Company Convertible Notes; (iv) amend the Company Charter Documents (other than filing the Certificate of Designations as provided hereunder); (v) revalue any of its material assets or materially change the Company’s or its Subsidiaries’ methods, principles or practices of financial accounting or annual accounting period, except as required by LawGAAP, not take Regulation S-X of the Exchange Act (or any action that would renderinterpretation thereof), or which reasonably may be expected to render, by any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and Governmental Entity; (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company; (b) without first obtaining the written consent of Buyer, the Company will not, and will cause its members, officers, managers and employees not to, directly or indirectly only with respect to the Company: ’s Significant Subsidiaries (ias defined in Rule 1.02(w) cancel of Regulation S-X), propose or terminate the Company’s current insurance policies adopt a plan of complete or allow any of the coverage thereunder to lapsepartial liquidation, unless simultaneously with such terminationdissolution, cancellation merger, consolidation, restructuring, recapitalization or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effectother reorganization; (iivii) acquire (A) acquire, in a single transaction or a series of related transactions, any business or Person, by merging merger or consolidating withconsolidation, purchase of assets, properties, claims or by purchasing any securities rights or assets (which are material, individually or in the aggregate, to the Company) ofequity interests, or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv1) grant any license transactions (x) solely among the Company and one or sublicense more of any rights under its wholly owned Subsidiaries or with respect to any Acquired Intellectual Property; (vy) take any action not announced prior to the date of this Agreement to the customers, suppliers or distributors of solely among the Company, including providing promotions, coupons, discounts ’s wholly owned Subsidiaries and (2) acquisitions of inventory or price increases; (vi) enter into any Contract (or series equipment in the ordinary course of related Contracts); (vii) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contractbusiness consistent with past practice; (viii) violate enter into any Law applicable to transaction that would be prohibited by Section 2.2(b) of the CompanyFramework Agreement, assuming such provision were binding on the Company and its Subsidiaries as of the date of this Agreement; (ix) change enter into any joint venture, limited liability corporation or announce similar arrangement with any change to the Company Products or any services sold by the Companythird Person; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable incur, assume or suffer any Indebtedness (Bincluding any long-term or short-term debt) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyeror issue any debt securities, such consent not to be unreasonably withheld; except (xii1) declare, authorize or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000, individually or for trade payables incurred in the aggregate; ordinary course of business consistent with past practice; (xiv2) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty for loans or mortgage advances to any Person, including any of the customers, members, officers, employees direct or managers indirect wholly owned Subsidiaries of the Company; ; (xv3) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intent; Company ABL Credit Agreement to meet ordinary course working capital requirements; (xvii4) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms of its accounts or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business Indebtedness not in excess of $25,000 individually or 10,000,000 related to obligations under capital leases; (5) letters of credit issued and maintained in the aggregate ordinary course of business consistent with past practice to the extent undrawn; and that would (6) Indebtedness that, taken together with all other Indebtedness incurred, assumed, or suffered after the date of this Agreement, is not violate in excess of $25,000,000; (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except with respect to obligations of direct or indirect wholly owned Subsidiaries of the Company; (C) make any loans, advances or capital contributions to, or investments in, any other Person, except for (x) extensions of credit to customers and advances to directors, officers and other employees, in each case, in the ordinary course of business consistent with past practice and (y) any loans, advances, contributions to, or investments in the Company’s obligations under direct or indirect wholly owned subsidiaries or among wholly owned Subsidiaries of the Letter of Intent; (xx) make any material change affecting the Business, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitabilityCompany; or (vD) mortgage or pledge any material assets, tangible or intangible, or create or suffer to exist any lien thereupon (other than in the Ordinary Course of Business, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxiv) enter into any employment or collective bargaining agreement, written or oral, or modify the terms of any such existing agreement; (xxv) fail to maintain the Acquired Assets in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcyPermitted Liens); or (xxviixi) enter into any Contract or agree, authorize, resolve or recommend, whether in writing or otherwise, to do, or take any action reasonably likely to lead to or result in, any of the actions described in Section 5.1(b)(i) through (xxvii). aboveforegoing.

Conduct of the Business. At all times prior to Except as may be approved in writing by an authorized officer of Buyer, including any President or Vice President, or as expressly contemplated by this Agreement, between the date hereof and the Closing: (a) Subject to the limitations set forth in Section 5.1(b), the Company willshall, and will shall cause its members, managers and employees each other Company Group Member to, (i) conduct operate the Business only inin the ordinary course and, and not take any action except into the extent consistent with such operation, the Ordinary Course of Business and in accordance with applicable Law; (ii) use its commercially reasonable efforts to (i) preserve the Company’s business current organization and goodwill, preserve intact all rights of the Company to retain its employeesBusiness intact, (ii) keep available the services of its officersthe Employees, employees (iii) continue normal purchasing, rental, leasing, financing, marketing, advertising, promotional and consultants maintenance expenditures and maintain good relationships with employees, vendors, suppliers, customers and others having (iv) preserve any significant beneficial business relationships with it; (iii) subject all Persons having business dealings with any Company Group Member with respect to applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) except as required by Law, not take any action that would render, or which reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the CompanyBusiness; (b) without first obtaining the written consent of Buyer, the Company shall, and shall cause each other Company Group Member to, use its commercially reasonable efforts consistent with past practice to maintain (i) its Assets in good operating condition and repair, subject to normal wear and tear and (ii) all insurance covering its Business and its Employees and Assets in full force and effect until the Closing Date comparable in amount, scope, and coverage to that in effect on the date of this Agreement; (c) the Company shall, and shall cause each other Company Group Member to, use its commercially reasonable efforts consistent with past practice to (i) comply in all material respects with all applicable Laws, (ii) perform all of its obligations under this Agreement or any other Transaction Document to which any Company Group Member is or will be a party without Default, (iii) not Default on any of its other Liabilities, except where payment of any such Liability is being contested in good faith by appropriate proceedings and where appropriate reserves have been established therefor, and (iv) maintain all of its books and records in the ordinary course; (d) the Company shall, and shall cause each other Company Group Member to, use its commercially reasonable efforts consistent with past practice to comply in all material respects with all its obligations under any Contract to which it is a party; (e) the Company shall not, and will cause its members, officers, managers and employees shall not permit any of the other Company Group Members to, directly sell, rent, lease or indirectly otherwise dispose of any part of the Business or its Assets with an aggregate value of greater than $25,000, except for any such sale, rental, lease or other disposition in the ordinary course; (f) the Company shall not, and shall not permit any of the other Company Group Members to, create or suffer to exist any new Encumbrance or defect of title on any of its Assets with a value in excess of $10,000; (g) the Company shall not, and shall not permit any other Company Group Member to, issue any note, bond or other debt security, or create, assume or incur any indebtedness for borrowed money or capitalized lease obligations except for borrowings under the Company’s existing credit facilities in the ordinary course of business or as contemplated in order for the Company to comply with its obligations under Section 3.2 and, with respect to the Company:Company Employee Bonus Plans, 7.8(b)(ii); (h) the Company shall not, and shall not permit any of the other Company Group Members to, modify, terminate (before the expiration thereof) or renew any Contract or dispose of any right of value accruing to it with respect to the Business, except in the ordinary course; (i) cancel or terminate the Company’s current insurance policies or allow any of the coverage thereunder to lapseCompany shall not, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (ii) acquire by merging or consolidating with, or by purchasing any securities or assets (which are material, individually or in the aggregate, to the Company) of, or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise shall not permit any of the Acquired Assets or other Company Group Member to, take any interest therein other action which could reasonably be expected to become subject to any Encumbrance other than Permitted Encumbranceshave a Material Adverse Effect; (ivj) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; (v) take any action the Company shall not, and shall not announced prior to the date of this Agreement to the customers, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increases; (vi) enter into any Contract (or series of related Contracts); (vii) enter into, or permit any of the assets owned other Company Group Members to, merge with or used by it to become bound by, into or consolidate with any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such ContractPerson other than Buyer; (viiik) violate the Company shall not, and shall not permit any Law applicable of the other Company Group Members to, issue and sell, or agree to the Companyissue and sell, any of its or their equity securities, or securities convertible into or exercisable for equity securities except as provided in Section 2.2; (ixl) change no Stockholder shall sell or announce offer for sale any change to the Company Products or any services sold by shares of the Company’s capital stock that such Stockholder currently own, or create any Encumbrance thereon; (xm) violatethe Company shall not, terminate and shall not permit any of the other Company Group Members to, redeem any capital stock or make any distributions or other payments to or transactions with any stockholders of the Company or any of the other Company Group Members, except as provided in Sections 2.2 and 2.3 hereof; (n) the Company shall not, and shall not permit any Company Group Members to: (i) make any material modification or adjustment to the compensation of any Employee; (ii) grant any severance or termination pay to any Employee except pursuant to written agreements outstanding, or policies existing on the date hereof and as previously disclosed in writing or made available to Buyer, or adopt any new severance plan, or amend or modify or alter in any manner any severance plan, agreement or arrangement existing on the date hereof; (iii) adopt or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of BuyerBenefit Plan, such consent not to be unreasonably withheld; (xii) declare, authorize or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000, individually or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of the customers, members, officers, employees or managers of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intent; (xvii) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms of its accounts or other payables or take any action directly which would result in increased liabilities under any Benefit Plan, or indirectly to cause enter into any employment agreement or encourage any acceleration or delay collective bargaining agreement (other than offer letters and letter agreements entered into in the payment or generation ordinary course of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; (xx) make any material change affecting the Business, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements business consistent with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventorypast practice with Employees who are terminable “at will”); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets pay any special bonus or plans on sales and profitabilityspecial remuneration to any Employee; or (v) other than in increase the Ordinary Course of Business, change any salaries or wage rates or fringe benefits (including rights to severance or indemnification) of its business policiesEmployees except, including advertisingin each case, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies;as may be required by Law; and (xxio) amend its Certificate of Organization or limited liability company agreement; (xxii) splitthe Company shall not, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxiv) enter into any employment or collective bargaining agreement, written or oral, or modify the terms of any such existing agreement; (xxv) fail to maintain the Acquired Assets in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcy; or (xxvii) enter into any Contract or agree, in writing or otherwise, to take shall not permit any of the actions described in Section 5.1(b)(i) through (xxvii). aboveother Company Group Members to, agree or commit to do any of the foregoing.

Conduct of the Business. At (a) From the date hereof until the earlier to occur of the Closing Date and such time as this Agreement is terminated in accordance with Article VIII, the Company shall, and shall cause its Subsidiaries to (i) carry on its and its Subsidiaries’ respective businesses according to their ordinary course of business and consistent with past practice; provided that the Company may use all times available cash to repay any Indebtedness of the Company or its Subsidiaries prior to the Closing: (a) Subject to the limitations set forth in Section 5.1(b), Closing and may pay dividends or distributions between and among the Company will, and will cause its members, managers Subsidiaries and employees to, (i) conduct the Business only in, and not take any action except in, the Ordinary Course of Business and in accordance with applicable Law; (ii) use their commercially reasonable efforts to preserve the Company’s preserve, in all material respects, their respective properties, business organization and goodwill, preserve intact all rights of the Company to retain its employees, keep available the services of its officers, employees and consultants and maintain good relationships with employees, vendorsEmployees, suppliers, customers and others having business relationships other Persons with it; (iii) subject to applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) except as required by Law, not take any action that would render, or which reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent whom the Company from performing or cause it not to perform any of its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company;Subsidiaries has material commercial dealings. (b) without first obtaining From the written date hereof until the earlier to occur of the Closing Date and such time as this Agreement is terminated in accordance with Article VIII, except as otherwise explicitly required by this Agreement, consented to in writing by the Buyer (for purposes of subsections (xvi), (xviii) and (xix) hereof, which consent shall not be unreasonably withheld, delayed or conditioned) or set forth in Section 6.01(b) of Buyerthe Company Disclosure Schedules, the Company will not, shall not and will cause shall not permit any of its members, officers, managers and employees not Subsidiaries to, directly or indirectly with respect to the Company: (i) cancel issue, sell or terminate the Company’s current insurance policies or allow deliver any of its capital stock or the coverage thereunder capital stock of any of its Subsidiaries or issue or sell any securities convertible into, or options with respect to, or warrants to lapsepurchase or rights to subscribe for, unless simultaneously with such termination, cancellation any of its capital stock or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effectcapital stock of any of its Subsidiaries; (ii) acquire by merging effect any recapitalization, merger, reclassification, equity dividend, equity split or consolidating with, like change in its capitalization or by purchasing the capitalization of any securities or assets (which are material, individually or in the aggregate, to the Company) of, or by any other manner, any business or any Personof its Subsidiaries; (iii) selldeclare, transferset aside, lease, license make or assign pay any dividend or other distribution with respect to the Company or any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance its Subsidiaries (other than Permitted Encumbrancesdividends or distributions between and among the Company and its Subsidiaries); (iv) grant liquidate, dissolve or wind-up the Company or any license or sublicense of any rights under or with respect to any Acquired Intellectual Propertyits Subsidiaries; (v) take amend its or any action not announced prior to the date of this Agreement to the customers, suppliers its Subsidiaries’ governing or distributors of the Company, including providing promotions, coupons, discounts or price increasesorganizational documents; (vi) enter into make any Contract (redemption or series purchase of related Contracts)any of the Company’s capital stock or the capital stock of any of the Company’s Subsidiaries; (vii) enter intosell, assign, license or permit transfer any of the properties or assets owned of the Company or used by it to become bound byany of its Subsidiaries, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contractexcept for sales of inventory in the ordinary course of business consistent with past practice; (viii) violate make any Law applicable to the Companycapital investment in, or any material loan to, any other Person; (ix) change incur, assume or announce guarantee any change to Indebtedness (except in the Company Products or any services sold by ordinary course of business under the Company’s existing revolving credit facility); (x) violate, terminate enter into or amend any Seller Contract or Governmental Authorizationcollective bargaining agreement; (xi) commence increase the salary, compensation or benefits (including without limitation any Litigation other than for (Aseverance benefits) the routine collection of accounts receivable any present or (B) injunctive relief former director, officer or Employee, except as may be required by any Employee Benefit Plan or Contract as in effect on the grounds that date hereof (except, in the case of Employees who are neither directors nor officers of the Company has suffered immediate and irreparable harm not compensable or any of its Subsidiaries, in money damages if the Company has obtained the prior written consent ordinary course of Buyer, such consent not to be unreasonably withheldbusiness consistent with past practice); (xii) declareestablish, authorize enter into, adopt or pay amend any dividends onEmployee Benefit Plan, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interestsexcept as may be required by applicable Law; (xiii) change any method of accounting or accounting principles or practices, except for any change required by reason of a concurrent change in GAAP; (xiv) acquire (by merger, consolidation, stock or asset purchase or otherwise) any Person or any business (or portion or division thereof) or execute, enter into or agree upon any letter of intent, term sheet or similar arrangement, whether binding or non-binding, to so acquire any Person or any business (or portion or division thereof); (xv) create, grant, assume, allow or suffer to be incurred any Lien (other than Permitted Liens) of any kind on any of its material properties or assets; (xvi) enter into any Contract that would constitute a Material Contract had it been entered into prior to the date hereof or terminate, amend, supplement or waive any material rights under any existing Material Contract (except for annual line reviews and related Contracts with existing customers of the Company and its Subsidiaries); (xvii) provide any material discount in favor of any customer or suppliers, other than in the ordinary course of business consistent with past practices; (xviii) institute outside of the ordinary course of business or settle any Proceeding or claim involving equitable or injunctive relief or a monetary payment of more than $100,000; (xix) make any capital expenditure expenditures or commitments therefor except those reflected in the Company’s current budget and not in excess of $50,000, individually or 500,000 in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of the customers, members, officers, employees or managers of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intent; (xvii) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms of its accounts or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; (xx) make or change any material election (including any “check-the-box” election pursuant to U.S. Treasury Regulation Section 301.1101-3), change affecting the Businessan annual accounting period, including but not limited to (i) changes in wholesaler alignmentsadopt or change any accounting method, inventory levelsfile or amend any Tax Return, management organization prepare Tax Returns that are inconsistent with past practice, enter into any closing agreement, settle any Tax claim or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets assessment or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Business, change any of its business respective financial, tax or accounting policies, including advertisingsurrender any right to claim a refund of Taxes, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget consent to any extension or product acquisition policieswaiver of the limitations period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries or take any other similar action relating to the filing of any Tax Return or the payment of any Tax; (xxi) amend its Certificate of Organization or limited liability company agreement; with respect to any material Company Intellectual Property, (xxiia) splitimpair, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu ofabandon, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumberfail to diligently maintain such Company Intellectual Property, or authorize the issuance(b) amend, salewaive, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxiv) enter into any employment or collective bargaining agreement, written or oral, cancel or modify the terms of any rights in or to such existing agreement; (xxv) fail to maintain the Acquired Assets in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcyCompany Intellectual Property; or (xxviixxii) enter into any Contract to do or agree, engage in writing or otherwise, to take any of the actions described foregoing. (c) From the date hereof until the earlier to occur of the Closing Date and such time as this Agreement is terminated in accordance with Section 8.01, the Company shall, and shall cause its Subsidiaries to, conduct its cash management practices in the ordinary course of business consistent with past practice (including, without limitation, with respect to the maintenance of normalized working capital balances and normalized inventory levels (taking into account seasonal fluctuations), making of capital expenditures (except those reflected in the Company’s current budget or as set forth in Section 5.1(b)(i6.01(b) through of the Company Disclosure Schedules), absence of acceleration of collection of accounts receivable (xxviiwhether by granting of discounts, credits, concessions, write-offs, modifications of terms or otherwise other than in the ordinary course of business consistent with past practice), timing of payment of accounts payable, accrued liabilities and other Liabilities and pricing and credit policies). (d) Notwithstanding anything to the contrary herein, in the event that in connection with the consummation of the Closing the Buyer does not have access to sufficient cash to pay the full Estimated Purchase Price (or, if the Buyer shall otherwise request of the Company prior to the Closing), the Company’s Subsidiaries shall be permitted to effect the transfer of existing Cash and Cash Equivalents from such Subsidiaries to the Company by making dividends or other distributions to the Company, paying-off amounts due to the Company on existing loans or other obligations, extending credit to the Company, the Company purchasing or leasing assets to such Subsidiaries or such other transactions as the Seller and the Buyer shall reasonably agree upon, with such method selected to minimize Tax and any other liabilities for the Company (each, a “Transfer”), but such Transfers shall only be permitted to the extent (x) necessary to enable the Buyer to meet its obligations to pay the Estimated Purchase Price upon consummation of the Closing (by, upon consummation of the Closing, causing the Company to distribute to the Seller the Cash and Cash Equivalents at the Company in partial satisfaction of the Estimated Purchase Price), and (y) any Tax liability arising from such Transfers shall not exceed the amount of the Company’s net operating losses within the meaning of Section 172 of the Code calculated at the time of such Transfer(s). aboveAny Tax liability arising as a result of any Transfer in accordance with the foregoing sentence shall not be a Pre-Closing Tax as defined herein and shall be a Tax liability of the Company and its Subsidiaries not subject to indemnification by the Seller.

Conduct of the Business. At all times prior to the Closing: (a) Subject to Except as otherwise contemplated by this Agreement, the limitations other Transaction Documents or the Real Estate Reorganization Documents, as required by applicable Law or as set forth in Section 5.1(b)5.01 of the Company Disclosure Letter, from the date hereof to the Closing, unless the Required Holders otherwise consent thereto in writing, the Company willand its Subsidiaries shall, subject to actions taken in response to the COVID-19 virus (other than any actions prohibited by Section 5.01(b)), conduct their respective businesses in all material respects in the ordinary course of business and will cause its members, managers and employees to, (i) conduct the Business only in, and not take any action except in, the Ordinary Course of Business and in accordance with applicable Law; (ii) shall use commercially reasonable efforts to preserve the Company’s business organization and goodwill, preserve intact all rights relationships of the Company to retain and its employeesSubsidiaries with their material customers, keep available the services of its officersmaterial suppliers, employees and consultants others having material relationships with the Company and such Subsidiaries and maintain good relationships with employeesthe business operations, vendors, suppliers, customers organization and others having business relationships with it; (iii) subject to applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) except as required by Law, not take any action that would render, or which reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all goodwill of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company;. (b) without first obtaining Without limiting the written consent generality of BuyerSection 5.01(a), except as otherwise expressly required by this Agreement, as set forth in Section 5.01 of the Company will notDisclosure Letter, and will cause its membersor, officers, managers and employees not to, directly or indirectly solely with respect to the Company: (i) cancel or terminate the Company’s current insurance policies or allow any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (ii) acquire by merging or consolidating with, or by purchasing any securities or assets (which are material, individually or in the aggregate, to the Company) of, or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; clause (v) take any action not announced prior below, as required by applicable Law, from the date hereof to the date of this Agreement to Closing, unless the customers, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increases; Required Holders otherwise consent thereto in writing (vi) enter into any Contract (or series of related Contracts); (vii) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause its Subsidiaries not to, directly or indirectly: (i) establish a record date for, declare, set aside for payment or make payment in respect of, any dividend or other distribution upon any shares of capital stock of the Company; (xiiii) declare, authorize or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of the Company’s capital stock or other equity or voting interests, or any rights, warrants or options to acquire any shares of its capital stock or other equity interestsor voting interests of the Company or any of its Subsidiaries, other than repurchases of capital stock in the ordinary course of business pursuant to any Company Plan (or agreement thereunder) in effect as of the date hereof; (xiiiiii) make any capital expenditure in excess of $50,000, individually or in amend the aggregateCompany Charter Documents; (xiviv) provide authorize, issue, split, combine, subdivide or reclassify any creditcapital stock, loanor securities exercisable for, advanceexchangeable for or convertible into capital stock, guarantyor other equity or voting interests of the Company other than (A) the authorization and issuance of the Series A-1 Preferred Stock in accordance with this Agreement and the Series A-1 Certificate of Designation and the authorization of any Conversion Shares, endorsement(B) the authorization and issuance of the Series A Preferred Stock in accordance with this Agreement and the Series A Certificate of Designation and the authorization of any Conversion Shares and (C) issuances of capital stock, indemnityor securities exercisable for, warranty exchangeable for or mortgage convertible into capital stock of the Company (x) to newly-hired or newly-promoted employees or consultants consistent with past practice or (y) to any Person, including Participant in the ordinary course of business pursuant to any Company Plan (or agreement thereunder) in effect as of the date hereof; (v) change any of the customersmethods of accounting, members, officers, employees accounting practices or managers policies in any material respect of the CompanyCompany or any of its Subsidiaries, other than such changes as required by GAAP or a Governmental Entity; (xvvi) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intent; (xvii) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms of its accounts or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; (xx) make any material change affecting the Business, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Business, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxiv) enter into any employment or collective bargaining agreement, written or oral, or modify the terms of any such existing agreement; (xxv) fail to maintain the Acquired Assets in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcy; or (xxviix) enter into any Contract between the Company or its Subsidiaries, on the one hand, and any of the Company’s directors (including director nominees or candidates), officers or stockholders (in their capacity as such), on the other hand, including any stockholder agreement, investor rights agreement, board representation or board nomination agreement or any similar Contract, other than (A) in the case of officers, in the ordinary course of business consistent with past practice in connection with such officer’s employment or termination of employment or (B) with newly-hired or newly-promoted officers consistent with past practice; (y) take or omit to take any other action that could reasonably be expected to result in a modification to the composition of the Board; or (z) grant any consent rights with respect to any actions by the Company or its Subsidiaries to any stockholder that would reasonably be expected to limit, alter or modify in any material respect the rights that the Investors are expected to have following the Closing under the Registration Rights Agreement and the Certificates of Amendment; (vii) merge or consolidate the Company or any of its Subsidiaries with any Person or adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, recapitalization or other reorganization of the Company or any of its Subsidiaries, in each case other than the merger or consolidation of the Company’s Subsidiaries with other Subsidiaries of the Company or the liquidation or dissolution of immaterial Subsidiaries of the Company. (viii) (A) fail to timely file any material Tax Return required to be filed (after taking into account any extensions) by the applicable entity, (B) prepare any material Tax Return on a basis inconsistent with past practice, (C) fail to timely pay any material Tax that is due and payable by the applicable entity, (D) settle or compromise any material Tax Contest, (E) make, revoke or change any material Tax election, (F) file any material amended Tax Return, (G) surrender any claim for a refund of a material amount of Taxes, (H) consent to any extension or waiver of any limitation period with respect to any material claim or assessment for Taxes, (I) enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local, or non-U.S. law) with respect to a material amount of Taxes, or (J) adopt or change any material Tax accounting principle, method, period or practice; (ix) fail to make a timely submission either required or reasonably deemed appropriate by the Company in connection with the Transactions under the Securities Act or the Exchange Act; (x) fail to make a timely submission either required or reasonably deemed appropriate by the Company in connection with the Real Estate Reorganization under any applicable Law; or (xi) agree, authorize, resolve or recommend, whether in writing or otherwise, to do, or take any action reasonably likely to lead to or result in, any of the actions described in Section 5.1(b)(i) through (xxvii). aboveforegoing.

Conduct of the Business. At all times prior to Each of the ClosingCompany and Parent covenants and agrees that: (a) Subject to Except as expressly contemplated by this Agreement or the limitations Additional Agreements, as required by applicable Law, as set forth in Section 5.1(bon Schedule 6.1(a), or as consented to in writing (which shall not be unreasonably conditioned, withheld or delayed) by Parent, with respect to any deviation by the Company willCompany, or the Company, with respect to any deviation by Parent or Merger Sub, from the date hereof until the earlier of the Closing Date and will cause the termination of this Agreement in accordance with its membersterms (the “Interim Period”), managers and employees to, each party shall (i) conduct its business only in the Business only inordinary course (including the payment of accounts payable and the collection of accounts receivable), and not take any action except inconsistent with past practices, the Ordinary Course of Business and in accordance with applicable Law; (ii) duly and timely file all Tax Returns required to be filed (or obtain a permitted extension with respect thereto) with the applicable Taxing Authorities and pay any and all Taxes due and payable during such time period, (iii) duly observe and comply with all applicable Law and Orders, and (iv) use its commercially reasonable efforts to preserve the Company’s intact in all material respects its business organization and goodwillorganization, preserve intact all rights of assets, Permits (with respect to the Company to retain its employeesonly), keep available the services of its officersproperties, employees and consultants and maintain good material business relationships with employees, vendorsclients, suppliers, customers contract manufacturing organizations, contract research organizations and others having business relationships with it; (iii) subject to applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) except as required by Law, not take any action that would render, or which reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company;other third parties. (b) Without limiting the generality of the foregoing, and except as expressly contemplated by this Agreement or the Additional Agreements, as required by applicable Law, or as set forth on Schedule 6.1(b), during the Interim Period, without first obtaining the other party’s prior written consent of Buyer(which shall not be unreasonably conditioned, withheld or delayed), neither the Company will notnor Parent shall, and will cause or permit its members, officers, managers and employees not Subsidiaries to, directly or indirectly with respect to the Company: (i) cancel amend, modify, or supplement its articles of incorporation or bylaws or other organizational or governing documents except as contemplated hereby, or engage in any reorganization, reclassification, liquidation, dissolution, or similar transaction; (ii) amend, waive any provision of, terminate prior to its scheduled expiration date, or otherwise compromise in any way or relinquish any material right under, (A) in the case of the Company, any Material Contract, or (B) in the case of Parent, any material contract, agreement, lease, license, or other right or asset of Parent; (iii) other than in the ordinary course of business, modify, amend, or enter into any contract, agreement, lease, license, or commitment, including for capital expenditures, that extends for a term of one year or more or obligates the payment by the Company or Parent, as applicable, of more than $200,000 (individually or in the aggregate); (iv) make any capital expenditures in excess of $500,000 (individually or in the aggregate); (v) sell, lease, license or otherwise dispose of any of its material assets, except pursuant to existing contracts or commitments disclosed herein or in the ordinary course of business; (vi) solely in the case of the Company, sell, exclusively license, abandon, permit to lapse, assign, transfer, or otherwise dispose of any Company Owned IP; (vii) solely in the case of the Company, permit any material Registered Owned IP to go abandoned or expire for failure to make an annuity or maintenance fee payment, or file any necessary paper or action to maintain such rights; (viii) (A) pay, declare, or set aside any dividends, distributions or other amounts with respect to its capital stock or other equity securities, other than dividends or distributions declared, set aside, or paid by any of the Company’s current insurance policies Subsidiaries to the Company or any Subsidiary that is, directly or indirectly, wholly-owned by the Company; (B) pay, declare or promise to pay any other amount to any stockholder or other equity holder in its capacity as such; or (C) amend any term, right or obligation with respect to any outstanding shares of its capital stock or other equity securities; (ix) (A) make any loan, advance or capital contribution to, or guarantee for the benefit of, any Person; (B) incur any Indebtedness including drawings under the lines of credit, if any, other than (1) loans evidenced by promissory notes made to Parent as working capital advances as described in the Prospectus and (2) intercompany Indebtedness; or (C) repay or satisfy any Indebtedness, other than the repayment of Indebtedness in accordance with the terms thereof; (x) suffer or incur any Lien, except for Permitted Liens, on its assets; (xi) delay, accelerate or cancel, or waive any material right with respect to, any receivables or Indebtedness owed to it, or write off or make reserves against the same (other than, in the case of the Company, in the ordinary course of business); (xii) merge or consolidate or enter a similar transaction with, or acquire all or substantially all of the assets or business of, any other Person, make any material investment in any Person, or be acquired by any other Person; (xiii) terminate or allow to lapse any insurance policy protecting any of the coverage thereunder to lapseCompany Group’s or Parent’s, as applicable, assets, unless simultaneously with such terminationtermination or lapse, cancellation or lapse a replacement policies policy underwritten by an insurance company of nationally recognized standing having comparable deductions and providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies policy for substantially similar premiums are or less is in full force and effect; (iixiv) acquire by merging or consolidating withadopt any severance, retention, or by purchasing any securities other employee benefit plan or assets (which are material, individually or fail to continue to make timely contributions to each such plan in accordance with the aggregate, to the Company) of, or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced prior to the date of this Agreement to the customers, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increases; (vi) enter into any Contract (or series of related Contracts); (vii) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; (xii) declare, authorize or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000, individually or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of the customers, members, officers, employees or managers of the Companyterms thereof; (xv) borrow from institute, settle or agree to settle any Person Action before any Authority, in each case in excess of $250,000 (exclusive of any amounts covered by way of a loan, advance, guaranty, endorsement, indemnity, insurance) or warrantythat imposes injunctive or other non-monetary relief on such party; (xvi) discharge except as required by U.S. GAAP, make any Encumbrancematerial change in its accounting principles, indebtedness methods or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intentpractices; (xvii) change its credit practices, accounting methods principal place of business or practices or standards used to maintain its books, accounts or business recordsjurisdiction of organization; (xviii) change the terms issue, redeem or repurchase any capital stock, membership interests or other securities, or issue any securities exchangeable for or convertible into any shares of its accounts capital stock or other payables or take securities, other than (A) any action directly or indirectly redemption by Parent of shares of Parent Common Stock and Parent Units held by its public stockholders as contemplated by Section 6.5(f) and (B) any issuance of Company Common Stock in connection with the exercise of any option to cause or encourage any acceleration or delay in purchase shares of Company Common Stock that are outstanding on the payment or generation of its accounts or other payablesdate hereof; (xix) create(A) make, incur change, or become subject revoke any material Tax election; (B) change any method of accounting other than as required under U.S. GAAP or Public Company Accounting Oversight Board rules or requirements; (C) settle or compromise any material claim, notice, audit report or assessment in respect of Taxes; (D) enter into any Tax allocation, Tax sharing, Tax indemnity or other closing agreement relating to any Liability, contingent Taxes; or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually (E) surrender or in the aggregate and that would not violate the Company’s obligations under the Letter of Intentforfeit any right to claim a Tax refund; (xx) make enter into any transaction with or distribute or advance any material change affecting the Business, including but not limited assets or property to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Business, change any of its business policiesAffiliates, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policiesother than the payment of salary and benefits in the ordinary course; (xxi) solely in the case of the Company, other than (A) as required by a Plan or (B) in the ordinary course of business consistent with past practice (it being understood and agreed, for the avoidance of doubt, that in no event shall the exception in this clause (B) be deemed or construed as permitting any member of the Company Group to take any action that is not permitted by any other provision of this Section 6.1(b)), (1) increase or change the compensation or benefits of any employee or service provider, (2) accelerate the vesting or payment of any compensation or benefits of any employee or service provider, (3) enter into, amend its Certificate or terminate any Plan (or any plan, program, agreement or arrangement that would be a Plan if in effect on the date hereof) or grant, amend or terminate any awards thereunder, (4) fund any payments or benefits that are payable or to be provided under any Plan, (5) make any loan to any present or former employee or other individual service provider, other than advancement of Organization expenses in the ordinary course of business consistent with past practices, or limited liability company agreement(6) enter into, amend or terminate any collective bargaining agreement or other agreement with a labor union or labor organization; (xxii) splitauthorize, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu ofrecommend, propose, or in substitution forannounce an intention to adopt, its current issued and outstanding membership units;or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization, or similar transaction involving it or any Subsidiary; or (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxiv) enter into any employment agreement or collective bargaining agreement, written otherwise agree or oralcommit to take, or modify the terms of any such existing agreement; (xxv) fail cause to maintain the Acquired Assets in good repairbe taken, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcy; or (xxvii) enter into any Contract or agree, in writing or otherwise, to take any of the actions described set forth in this Section 5.1(b)(i6.1(b). (c) through Neither party shall (xxvii). abovei) take or agree to take any action with the intent to cause any representation or warranty of such party to be inaccurate or misleading in any respect at, or as of any time prior to, the Closing Date, or (ii) omit to take, or agree to omit to take, any action with the intent to cause any such representation or warranty to be inaccurate or misleading in any respect at any such time. (d) Notwithstanding the foregoing, the Company and Parent and their respective Subsidiaries shall be permitted to take any and all actions required to comply in all material respects with the quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or another Law, directive, guidelines or recommendations by any governmental authority (including the Centers for Disease Control and Prevention and the World Health Organization) in each case in connection with, related to or in response to COVID-19, including the CARES Act or any changes thereto, or any future epidemics, pandemics, or similar health emergencies.

Conduct of the Business. At all times prior to Each of the ClosingCompany and the Purchaser covenants and agrees that: (a) Subject from the date hereof and continuing until the earlier of the termination of this Agreement or the Effective Time, except to the limitations set forth extent that the other party shall otherwise consent in Section 5.1(bwriting (which shall not be unreasonably withheld, conditioned or delayed) or to the extent required by applicable law, each party shall conduct business only in the ordinary course (including the payment of accounts payable and the collection of accounts receivable), the Company willconsistent with past practices, and will cause its members, managers and employees to, (i) conduct shall not enter into any material transactions without the Business only inprior written consent of the other party, and not take any action except in, the Ordinary Course of Business and in accordance with applicable Law; (ii) shall use commercially reasonable its best efforts to preserve the Company’s intact its business organization and goodwill, preserve intact all rights of the Company to retain its employees, keep available the services of its officers, employees and consultants and maintain good relationships with employees, vendorsclients, supplierssuppliers and other third parties. Without limiting the generality of the foregoing, customers from the date hereof and others having business relationships with it; continuing until the earlier of the termination of this Agreement or the Effective Time, without the other party’s prior written consent (which shall not be unreasonably withheld conditioned or delayed) and except to the extent required by applicable law, neither party shall, and each party shall cause its subsidiaries not to: (i) amend, modify or supplement its certificate of incorporation and bylaws or other organizational or governing documents; (ii) amend, waive any provision of, terminate prior to its scheduled expiration date, or otherwise compromise in any way, any Material Contract or Purchaser Material Contract or any other right or asset, as the case may be; (iii) subject modify, amend or enter into any contract, agreement, lease, license or commitment, which (A) is with respect to applicable LawsReal Property, confer on (B) extends for a regular and frequent basis with representatives term of Buyer to report operational matters and one year or more or (C) obligates the general status payment of ongoing operations as requested by Buyer; more than $100,000 (individually or in the aggregate); (iv) except as required by Law, not take make any action that would render, capital expenditures in excess of $100,000 (individually or which reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; aggregate); (v) pay all sell, lease, license or otherwise dispose of any assets except in the Company’s Liabilities and Taxes when due; and ordinary course of business or pursuant to existing Contracts disclosed herein; (vi) maintain insurance coverage pay, declare or promise to pay any dividends or other distributions with respect to its capital stock or other equity securities, or pay, declare or promise to pay any other payments to any stockholder or other equityholder (other than payment of salary, benefits, leases, commissions and other regular and necessary similar payments in amounts adequate to cover the reasonably anticipated risks of the Companyordinary course); (bvii) without first obtaining the written consent of Buyerobtain or incur any loan or other Indebtedness (other than, the Company will not, and will cause its members, officers, managers and employees not to, directly or indirectly with respect to the Company:, in connection with the Bayer License Agreement or Bridge Financing), including drawings under existing lines of credit, or repay or satisfy any Indebtedness other than repayment of Indebtedness in accordance with the terms thereof or in connection with the Bridge Financing; (iviii) suffer or incur any Lien, except for Permitted Liens; (ix) suffer any material damage, destruction or loss of property related to any assets not covered by insurance; (x) delay, accelerate or cancel any receivables or terminate Indebtedness owed to such party or write off or make further reserves against the Company’s current same; (xi) merge or consolidate with or acquire any other Person or be acquired by any other Person or liquidate, dissolve, reorganize or otherwise wind up its business and operations; (xii) permit any insurance policies or allow policy protecting any of the coverage thereunder assets to lapse, unless simultaneously with such terminationlapse, cancellation or lapse a replacement policies policy underwritten by an insurance company of nationally recognized standing having comparable deductions and providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies policy for substantially similar premiums are or less is in full force and effect; (iixiii) acquire by merging adopt any severance, retention or consolidating withother employee plans, or by purchasing any securities or assets (which are material, individually or in the aggregate, to the Company) of, or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced prior to the date of this Agreement to the customers, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increases; (vi) enter into any Contract (or series of related Contracts); (vii) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; (xii) declare, authorize or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) employee plans or fail to continue to make any capital expenditure timely contributions thereto in excess of $50,000, individually or in accordance with the aggregateterms thereof; (xiv) provide institute, settle or agree to settle any creditlitigation, loanaction, advance, guaranty, endorsement, indemnity, warranty proceeding or mortgage to investigation before any Person, including court or governmental body in each case in excess of $100,000 (exclusive of any of the customers, members, officers, employees amounts covered by insurance) or managers of the Companythat imposes injunctive or other non-monetary relief on such party; (xv) borrow from make any Person by way change in its accounting principles or methods or write down the value of a loan, advance, guaranty, endorsement, indemnity, any inventory or warrantyassets; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess change the jurisdiction of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intentorganization; (xvii) change issue, redeem or repurchase any capital stock or other securities, or issue any securities exchangeable or exercisable for or convertible into any shares of capital stock or other securities (other than any redemption by the Purchaser of its credit practices, accounting methods or practices or standards used stockholders pursuant to maintain its books, accounts or business recordsSection 6.6 hereof and the transactions described in Sections 8.6 and 8.7 hereof); (xviii) make or change the terms of its accounts any material Tax election or other payables or take change any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payablesannual Tax accounting periods; (xix) create, incur enter into any transaction with or become subject distribute or advance any assets or property to any Liability, contingent or otherwise, except current Liabilities of its Affiliates other than the payment of salary and benefits in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent;ordinary course; or (xx) make agree to do any material change affecting of the Businessforegoing. (b) From the date hereof through the Closing Date, including but neither the Company, on the one hand, nor the Purchaser Parties, on the other hand, shall, and such Persons shall use reasonable best efforts to cause each of their respective officers, directors, Affiliates, managers, consultant, employees, representatives and agents not limited to to, directly or indirectly, (i) changes encourage, solicit, initiate, engage or participate in wholesaler alignmentsnegotiations with any Person concerning any Alternative Transaction, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary coststake any other action intended or designed to facilitate the efforts of any Person relating to a possible Alternative Transaction, such as advertising, maintenance and repairs, research and development, and training; or (iii) any capital expenditures approve, recommend or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Business, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxiv) enter into any employment Alternative Transaction or collective bargaining agreementany Contract related to any Alternative Transaction. For purposes of this Agreement, written the term “Alternative Transaction” shall mean any of the following transactions involving the Company or oralthe Purchaser (other than the transactions contemplated by this Agreement): (i) any merger, consolidation, share exchange, business combination or other similar transaction, or modify (ii) any sale, lease, exchange, transfer or other disposition of a material portion of the assets of such Person (other than sales of inventory in the ordinary course of business) or any class or series of the capital stock or other equity interests of the Company or the Purchaser Parties in a single transaction or series of transactions. In the event that there is an unsolicited proposal for, or an indication of a serious interest in entering into, an Alternative Transaction, communicated in writing to the Company or the Purchaser Parties or any of their respective representatives or agents (each, an “Alternative Proposal”), such party shall as promptly as practicable (and in any event within one (1) Business Day after receipt) advise the other parties to this Agreement orally and in writing of any Alternative Proposal and the material terms and conditions of any such existing agreement; Alternative Proposal (xxvincluding any changes thereto) fail to maintain and the Acquired Assets in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcy; or (xxvii) enter into any Contract or agree, in writing or otherwise, to take any identity of the actions described in Section 5.1(b)(i) through (xxvii)person making any such Alternative Proposal. aboveThe Company and the Purchaser shall keep the other parties informed on a reasonably current basis of material developments with respect to any such Alternative Proposal.

Conduct of the Business. At all times prior to From the Closing: (a) Subject to date of this Agreement until the limitations set forth in Section 5.1(b)Effective Time, the Company willshall, and will shall cause each of its members, managers and employees Subsidiaries to, (i) conduct its business in the Business only in, and not take any action except in, the Ordinary Course of Business ordinary course consistent with past practice and in accordance compliance with applicable Law; (ii) Applicable Laws, use commercially reasonable efforts to preserve the Company’s business organization and goodwill, (i) preserve intact its assets and business organization, (ii) maintain in effect all rights of the Company to retain its employeesmaterial Governmental Authorizations, (iii) keep available the services of its officers, directors and officers and employees in the aggregate and consultants and (iv) maintain good satisfactory relationships with employeesits customers, vendorspartners, suppliers, customers distributors and others having material business relationships with it; (iii) subject to applicable Lawsprovided, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) except as required by Law, not take any action that would render, or which reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) inability to keep available any such services or maintain insurance coverage in amounts adequate to cover any such relationships after using commercially reasonable efforts shall not be a breach of this Section 5.1. Without limiting the reasonably anticipated risks generality of the Companyforegoing, from the date of this Agreement until the Effective Time, except as set forth in Section 5.1 of the Company Disclosure Schedule or with the prior written consent of Parent (which consent, in the cases of subparagraph (e), (h), (j), (k), (l), (m), (o) and, solely with respect to matters covered by the foregoing subparagraphs, (p), shall not be unreasonably withheld, conditioned or delayed), the Company shall not, nor shall it permit any of its Subsidiaries to: (a) amend its certificate of incorporation, bylaws or other comparable charter or organizational documents (whether by merger, consolidation or otherwise); (b) without first obtaining the written consent of Buyer, the Company will not, and will cause its members, officers, managers and employees not to, directly or indirectly with respect to the Company: (i) cancel or terminate the Company’s current insurance policies or allow any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (ii) acquire by merging or consolidating with, or by purchasing any securities or assets (which are material, individually or in the aggregate, to the Company) of, or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced prior to the date of this Agreement to the customers, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increases; (vi) enter into any Contract (or series of related Contracts); (vii) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; (xii) declare, authorize set aside or pay any dividends on, or make any other distributions with (whether in cash, stock, property or otherwise) in respect to, of any shares of capital stock of the Company or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000Subsidiaries, individually other than dividends and distributions by a direct or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any indirect wholly-owned Subsidiary of the customersCompany to its parent, members, officers, employees or managers of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intent; (xvii) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms of its accounts or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; (xx) make any material change affecting the Business, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Business, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any shares of capital stock of the Company or any of its securities Subsidiaries or issue (iii) purchase, redeem or authorize otherwise acquire any Company Securities or Company Subsidiary Securities; (c) (i) issue, deliver, sell, grant, pledge, transfer, subject to any Lien or otherwise encumber or dispose of any Company Securities or Company Subsidiary Securities, other than the issuance of shares of Company Common Stock upon the exercise of Company Stock Options that are outstanding on the date of this Agreement or (ii) amend any other securities term of any Company Security or any Company Subsidiary Security (in lieu each case, whether by merger, consolidation or otherwise); (d) adopt a plan or agreement of, or in substitution forresolutions providing for or authorizing, its current issued and outstanding membership unitscomplete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xxiiie) issueincur any capital expenditures or any obligations or liabilities in respect thereof, sellexcept for (i) those contemplated by the capital expenditure budget of the Company that has been provided to Parent and (ii) other capital expenditures not to exceed $10,000,000 in the aggregate, dispose exclusive of any such expenditures covered by insurance; (i) acquire (including by merger, consolidation or encumber, acquisition of stock or authorize the issuance, sale, disposition or encumbrance of, assets) any interest (other than an interest in its securities capacity as a creditor in a bankruptcy, reorganization or grantsimilar proceeding) in any corporation, enter into partnership, other business organization or accept any options, warrants, convertible securities or other rights to acquire any securities division thereof or any material operating assets, or (ii) merge or consolidate with any other ownership interest in the CompanyPerson; (xxivg) sell, lease, license, pledge, transfer, subject to any Lien (other than Permitted Liens) or otherwise dispose of any Subsidiary or any material operating assets or properties; (i) increase the compensation, bonus or other benefits of any directors, officers or employees, other than in accordance with the terms of the Company CBAs and other increases to non-executive employees in the ordinary course of business, consistent with past practices, (ii) increase any severance, change of control or termination pay or benefits, (iii) enter into any employment, deferred compensation or other similar agreement, other than “at will” employment arrangements, or amend any such existing agreement, with any director, officer or employee (iv) establish, adopt or enter into any Company Benefit Plan (other than offer letters for “at will” employment without severance benefits, other than severance benefits available under the Company Benefit Plans in existence on the date of this Agreement) or collective bargaining agreement, written or oralamend (except as would not reasonably be expected to increase any benefit payable thereunder or any administrative expense thereof) any Company Benefit Plan or Company CBA, (v) other than as a result of entering into, or modify as contemplated by, this Agreement, take any action to accelerate any rights or benefits or take any action to fund or in any other way secure the payment of compensation or benefits under any Company Benefit Plan, or (vi) make any Person a beneficiary of any retention or severance plan under which such Person is not as of the date of this Agreement a beneficiary which would entitle such Person to payments, vesting, acceleration or any other right as a consequence of consummation of the transactions contemplated by this Agreement and/or termination of employment; (i) make any change in any method of accounting principles, method or practices, except for any such change required by reason of a concurrent change in GAAP, or as required by the Public Company Accounting Oversight Board, by Regulation S-X under the Exchange Act, or interpretations of GAAP as announced by the Financial Accounting Standards Board, in each case, as agreed to by the Company’s independent auditor; (j) make any loans, advances or capital contributions to, or investments in, any other Person other than advances to employees in the ordinary course of business and loans, advances or capital contributions to the Company or any of its wholly-owned Subsidiaries and other than investments required pursuant to the terms of Material Contracts as in effect on the date of this Agreement, together with such modifications to any such existing agreementMaterial Contracts expressly permitted by this Section 5.1; (xxvk) fail create, incur, assume, suffer to maintain exist or otherwise be liable with respect to any Indebtedness, other than as contemplated by the Acquired Assets Company’s 2007 base action plan or otherwise in good repairthe ordinary course of business consistent with past practice in an amount not to exceed $5,000,000 in the aggregate; provided, order and condition, reasonable wear and tear exceptedthat all such Indebtedness is prepayable at any time by the Company without penalty or premium; (xxvil) file a petition for bankruptcy; orenter into, terminate, renew, amend or modify in any material respect or fail to enforce any material term of any Material Contract; (xxviim) (i) pay, discharge, settle or satisfy any material claims, liabilities or obligations (whether absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction in the ordinary course of business consistent with past practice, or as required by their terms as in effect on the date of this Agreement, of claims, liabilities or obligations reserved against on the Company Balance Sheet (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, in each case, the payment, discharge, settlement or satisfaction of which does not include any obligation (other than the payment of money) to be performed by the Company or any of its Subsidiaries following the Closing Date or (ii) waive, relinquish, release, grant, transfer or assign any right of material value; (n) make or change any material Tax election, change any annual tax accounting period, adopt or change any method of tax accounting, amend any material Tax Returns, enter into any Contract material closing agreement, or agreesettle any material Tax claim, in writing audit or otherwiseassessment; (o) institute, settle, or agree to settle any material litigation, investigation, arbitration, proceeding, or other claim pending or threatened before any arbitrator, court or other Governmental Entity; (p) authorize, resolve, commit or agree to take any of the actions described foregoing actions. Nothing contained in Section 5.1(b)(i) through (xxvii)this Agreement shall give Parent, directly or indirectly, the right to control or direct the operations of the Company prior to the Effective Time. abovePrior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Conduct of the Business. At all times prior to SPPR and Western covenant and agree that from and after the execution of this Agreement and until the Closing:, except (i) as contemplated by this Agreement, (ii) as required by applicable Law or (iii) with the prior written consent of the Partnership (which consent shall not be unreasonably withheld, conditioned or delayed): (a) Subject to Neither SPPR nor Western will sell, transfer, assign, convey or otherwise dispose of any of the limitations set forth Contributed Assets, other than the sale of inventory in Section 5.1(b), the Company ordinary course of business consistent with past practice; (b) Each of SPPR and Western will, and will cause its members, managers and employees each of their respective Affiliates to, (i) conduct the Business only in, and not take any action except in, the Ordinary Course of Business and in accordance with applicable Law; (ii) use commercially reasonable efforts to preserve maintain the Company’s business organization applicable Contributed Assets in such working order and goodwillcondition as is consistent with past practice; (c) Each of SPPR and Western will, and will cause each of their respective Affiliates to, use commercially reasonable efforts to, operate the Contributed Assets in the ordinary course consistent with past practices; (d) Each of SPPR and Western will, and will cause each of their respective Affiliates to, use commercially reasonable efforts to, preserve intact all rights of the Company to retain its employees, keep available the services of its officers, employees and consultants and maintain good relationships with employees, vendorscustomers, suppliers, customers licensors, licensees, advertisers, distributors, shippers and others having business relationships with it; (iii) subject dealings relating to applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) except as required by Law, not take any action that would render, or which reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the CompanyContributed Assets; (be) without first obtaining the written consent of BuyerNeither SPPR nor Western will, the Company nor will not, and will cause its members, officers, managers and employees not they permit their respective Affiliates to, directly or indirectly with respect permit any Lien to be imposed on the Company: (i) cancel or terminate the Company’s current insurance policies or allow any of the coverage thereunder to lapseContributed Assets, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater other than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effectPermitted Liens; (iif) acquire by merging Neither SPPR nor Western will, nor will they permit their respective Affiliates to, accelerate, delay or consolidating withpostpone the payment of any Liabilities or the collection of any payment, or by purchasing any securities or assets (which are materialrelated to Contributed Assets that are, individually or in the aggregate, to the Companymaterial; and (g) ofNeither SPPR nor Western will, nor will they permit their respective Affiliates to, amend, modify or terminate any Material Contract, or by any other mannerotherwise waive, any business or any Person; (iii) sell, transfer, lease, license release or assign any of the Acquired Assets rights, claims or benefits thereunder, or enter into any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced Contract that, if entered into prior to the date of this Agreement to the customersAgreement, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increases; (vi) enter into any Contract (or series of related Contracts); (vii) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; (xii) declare, authorize or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000, individually or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of the customers, members, officers, employees or managers of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intent; (xvii) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms of its accounts or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; (xx) make any material change affecting the Business, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Business, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxiv) enter into any employment or collective bargaining agreement, written or oral, or modify the terms of any such existing agreement; (xxv) fail to maintain the Acquired Assets in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcy; or (xxvii) enter into any Contract or agree, in writing or otherwise, to take any of the actions described in Section 5.1(b)(i) through (xxvii). above.

Conduct of the Business. At all times prior Except for matters set forth in Section 6.1 of the Company Disclosure Schedule or matters otherwise expressly required by the terms of this Agreement or except as required by applicable Law, from the date of this Agreement to the Closing:earlier of the Effective Time and the termination of this Agreement in accordance with its terms, the Company shall use reasonable best efforts to conduct its and its Subsidiaries’ businesses in the ordinary course of business consistent with past practice in all material respects, to keep intact their respective businesses in all material respects and to preserve their relationships with material customers, distributors and suppliers with whom they currently deal in all material respects. In addition (and without limiting the generality of the foregoing), except as set forth in Section 6.1 of the Company Disclosure Schedule or otherwise expressly required by the terms of this Agreement or except as required by applicable Law, from the date of this Agreement to the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, the Company shall not, and shall not permit any of its Subsidiaries to, do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned): (a) Subject to the limitations set forth in Section 5.1(b)amend its certificate of incorporation or bylaws or similar governing instruments, the Company will, and will cause its members, managers and employees to, except as required by applicable Law; (b) (i) conduct the Business only inenter into any new line of business, and not take or incur or commit to incur any action except in, the Ordinary Course of Business and capital expenditures or liabilities in accordance with applicable Law; connection therewith or (ii) use commercially reasonable efforts abandon or discontinue any existing lines of business; (c) adopt, amend in any respect that would materially increase the costs to preserve the Company’s business organization and goodwillCompany or any of its Subsidiaries with respect to any Company Benefit Plan, preserve intact all rights or terminate any Company Benefit Plan (or any plan that would be a Company Benefit Plan if adopted), except, in any case, as required by the existing terms of any Company Benefit Plan set forth on Section 4.13(a) of the Company Disclosure Schedule; (d) (i) enter into, adopt, extend, renew or amend any CBA or other labor-related agreement or arrangement with any labor organization, works council, union or association; or (ii) recognize or certify any labor union, labor organization, works council, or group of employees of the Company or its Subsidiaries as the bargaining representative for any employees of the Company or its Subsidiaries; (e) implement any employee layoffs that would require notification or trigger other requirements pursuant to retain its employeesWARN; (i) enter into any Contract that is (A) for the employment or engagement of any Person on a full-time or part-time basis, keep available the services of its officersincluding directors, employees (temporary and consultants seasonal) and maintain good relationships individual independent contractors and employees at annual compensation in excess of $350,000 or (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated in this Agreement; or (ii) terminate (other than for cause) any employee or individual independent contractor at annual compensation in excess of $350,000; (g) incur or assume, guarantee, or become obligated with employeesrespect to any Indebtedness, vendorsor assume, suppliersguarantee or endorse or otherwise become responsible for, customers whether directly, contingently or otherwise, any Indebtedness of any Person, other than (i) Indebtedness between the Company and others having business relationships its wholly-owned Subsidiaries, (ii) Indebtedness incurred with it; respect to instruments of Indebtedness existing as of the date hereof or (iii) subject Indebtedness that will be repaid on or before the Closing Date; (h) pay, loan or advance any amount to, or sell, transfer or lease any of its assets, rights or properties to, or enter into any agreement or arrangement with, the Equity Holders of the Company or any of their Affiliates or immediate family members, except for (i) transactions among the Company and its wholly-owned Subsidiaries, (ii) with respect to applicable Lawsemployees, confer on a regular directors or officers of the Company or its Subsidiaries, employment agreements to the extent permitted by this Section 6.1, (iii) payments, loans or advances made pursuant to existing agreements made available to Parent prior to the date hereof and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) payment of expenses related to the transactions contemplated by this Agreement to the extent paid prior to the Closing Date or accounted for in the calculation of Company Transaction Expenses; (i) make any material change in accounting methods, other than as required by GAAP, including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, or applicable Law; (j) except as required by applicable Law, not take (i) make, revoke or change any action that would rendermaterial Tax election, (ii) amend any income or which reasonably may be expected other material Tax Return, (iii) consent to renderany settlement of any material Tax claim or assessment, (iv) surrender any representation or warranty made by Seller in this Agreement untrue or wouldright to claim a refund of a material amount of Taxes, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all consent to any extension or waiver of the Company’s Liabilities and statute of limitations period with respect to material Taxes when due; and (other than in connection with extensions of time to file Tax Returns obtained in the ordinary course) or (vi) maintain insurance coverage in amounts adequate enter into (or request to cover the reasonably anticipated risks of the Companyenter into) any closing agreement with (or request any private letter ruling (or similar ruling) from) any taxing authority; (b) without first obtaining the written consent of Buyer, the Company will not, and will cause its members, officers, managers and employees not to, directly or indirectly with respect to the Company: (i) cancel or terminate the Company’s current insurance policies or allow any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (iik) acquire by merging or consolidating with, or by purchasing any securities or a substantial portion of the assets (which are material, individually or in the aggregate, to the Company) of, or by any other manner, any business or any PersonPerson or division thereof, other than an acquisition pursuant to a Contract that is set forth on Section 6.1(k) of the Company Disclosure Letter; (iiil) sell, lease or otherwise dispose of any of its assets, rights or properties having a value in excess of $5,000,000 in the aggregate, except (i) inventory and obsolete or excess equipment or other assets sold in the ordinary course of business consistent with past practice and (ii) the sale of assets purchased on behalf of customers in the ordinary course of business consistent with past practice; (m) sell, assign, transfer, lease, abandon, let lapse, covenant not to xxx with respect to, or license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance material Intellectual Property, other than Permitted Encumbrancesnon-exclusive licenses in the ordinary course of business consistent with past practice; (ivn) grant settle or compromise any license Action against the Company or sublicense any of its Subsidiaries other than (i) settlements or compromises of Actions where the amount paid by the Company or any rights under of its Subsidiaries does not exceed $1,000,000 individually, or $5,000,000 in the aggregate, and any such settlement or compromise does not impose any non-monetary obligations on the business or operations of the Company or its Affiliates (including Parent and its Affiliates post-Closing) or (ii) Actions with respect to any Acquired Intellectual Propertywhich an insurer has the right to control the decision to settle (to the extent such settlements would be fully covered by such insurer or, to the extent not so fully covered, would otherwise be permitted by clause (i) of this subsection (n)); (vo) take make or commit to any action not announced capital expenditure, capital addition or capital improvement (or series of related capital expenditures, capital additions or capital improvements) in excess of $2,500,000 individually or in the aggregate, other than capital expenditures set out in the budget made available to Parent prior to the date of this Agreement; (p) (i) cancel, materially modify or terminate any Company Material Contract or Related Party Contract or (ii) enter into any Contract that would be a Company Material Contract or Related Party Contract if it had been entered into or adopted on or prior to the date of this Agreement (other than with respect to this clause (ii) contracts with customers and suppliers in the ordinary course of business consistent with past practice); (q) amend or modify (in each case, in a manner materially adverse to the customersCompany), suppliers extend, renew or distributors terminate any Lease under which the Company is required to pay more than $1,000,000 annually, nor enter into any new lease, sublease, license or other agreement for use of occupancy of any real property to the extent the Company and its Subsidiaries would be required to pay more than $1,000,000 annually; (r) issue, pledge, encumber, sell or deliver any of the shares of Company Common Stock or other equity securities of the Company, including providing promotionsor any of the capital stock (or other equity securities) of any of the Subsidiaries of the Company, couponsor issue, discounts pledge, encumber, sell or price increasesdeliver any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any of the Company’s or its Subsidiaries’ equity securities; (vis) enter into effect any Contract (recapitalization, reclassification, stock split or series of related Contracts); (vii) enter into, similar change in capitalization or permit any of the assets owned dissolve or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to liquidate the Company; (ixt) change declare any dividend or announce any change to distribution with a payment date on or after the Company Products or any services sold by the CompanyClosing Date; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; (xii) declare, authorize or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000, individually or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of the customers, members, officers, employees or managers of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intent; (xvii) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms of its accounts or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; (xx) make any material change affecting the Business, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Business, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxivu) enter into any agreement to repurchase any shares of Company Common Stock (other than in connection with a termination of employment or collective bargaining agreement, written or oral, or modify pursuant to an existing Company Benefit Plan provided to Parent prior to the terms of any such existing agreement; (xxv) fail to maintain the Acquired Assets in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcydate hereof); or (xxviiv) enter into authorize any Contract of, or agreecommit or agree to take, whether in writing or otherwise, to take any of, the foregoing actions. From the Adjustment Time through the Effective Time, the Company shall not, and shall cause each of its Subsidiaries not to, use or transfer any current assets of the actions described Company or any Cash (by dividend, distribution or otherwise), or incur any Company Transaction Expenses or Indebtedness. Any breach of the immediately preceding sentence shall be permitted to be taken into account in Section 5.1(b)(i) through (xxvii). abovethe Final Closing Statement and the calculations set forth therein.

Conduct of the Business. At all times (a) From the date of this Agreement until the Closing (or the earlier termination of this Agreement pursuant to Article VIII), except as (x) set forth on Schedule 5.01, (y) required by Law or (z) required to comply with COVID-19 Measures or otherwise taken (or not taken) by the Company or its Subsidiaries reasonably and in good faith to respond to COVID-19 or COVID-19 Measures in a manner and form substantially consistent with any actions taken (or not taken) by the Company or its Subsidiaries prior to the Closing: (a) Subject date of this Agreement in response to the limitations set forth or in Section 5.1(b)connection with COVID-19 or COVID-19 Measures, the Company will, and will cause its members, managers and employees Subsidiaries to, (i) use commercially reasonable efforts to conduct the Business only in, its and not take any action except in, its Subsidiaries' business in the Ordinary Course of Business and in accordance with applicable Law; (ii) use commercially reasonable efforts to preserve intact the Company’s Company and its Subsidiaries' business organization and goodwill, preserve intact all rights of the Company to retain its employees, keep available the services of its officers, employees and consultants and maintain good current business relationships with employeesthird parties in the Ordinary Course of Business (including lessors, vendorslicensors, suppliers, customers distributors, customers, employees, lenders, regulators and others having business relationships with itthe Company or any of its Subsidiaries) in all material respects; provided that (i) no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.01(b) will be deemed a breach of this Section 5.01(a), unless such action would constitute a breach of one or more of such provisions, (ii) the Company and its Subsidiaries' failure to take any action prohibited by Section 5.01(b) will not be a breach of this Section 5.01(a); and (iii) subject in the event that the Company or its Subsidiaries reasonably and in good faith determines that it is necessary to applicable Lawstake action in response to or in connection with COVID-19 or COVID-19 Measures, confer on a regular and frequent basis with representatives of Buyer then, to report operational matters the extent reasonably practicable, the Company will provide notice to Purchaser and the general status of ongoing operations as requested by Buyer; (iv) except as required by Law, not take any action that would render, or which parties will reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities consult and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company;cooperate before taking such action. (b) without first obtaining From the written date of this Agreement until the Closing (or the earlier termination of this Agreement pursuant to Article VIII), except as (v) otherwise specifically contemplated or permitted by this Agreement, (w) set forth on Schedule 5.01, (x) consented to in writing by Purchaser (such consent not to be unreasonably withheld, delayed or conditioned), (y) required by Law or (z) required to comply with COVID-19 Measures or otherwise taken (or not taken) by the Company or its Subsidiaries reasonably and in good faith to respond to COVID-19 or COVID-19 Measures in a manner and form substantially consistent with any actions taken (or not taken) by the Company or its Subsidiaries prior to the date of Buyerthis Agreement in response to or in connection with COVID-19 or COVID-19 Measures (subject to Section 5.01(a)(iii)), the Company will not, and will cause not permit its members, officers, managers and employees not Subsidiaries to, directly or indirectly with respect to the Company: (i) cancel change, modify or terminate amend the Company’s current insurance policies Organizational Documents of the Company or allow any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effectits Subsidiaries; (ii) make, declare, set aside, establish a record date for or pay any dividend or distribution, other than any dividends or distributions from any wholly-owned Subsidiary of the Company to the Company or any other wholly-owned Subsidiaries of the Company; (iii) enter into, assume, assign, partially or completely amend or modify or terminate (excluding any expiration in accordance with its terms) any labor or collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which the Company or its Subsidiaries is a party or by which it is bound; (iv) (A) issue, deliver, sell, transfer, pledge, dispose of or create, impose or place any Lien (other than a Lien arising in connection with the Credit Facility for which prompt written notice is provided to Purchaser) on any shares of capital stock or any other equity or voting securities of the Company or any of its Subsidiaries or (B) issue, sell, redeem, purchase, dispose of, grant or deliver any options, warrants or other rights to (including upon conversion, exchange or exercise) any shares of capital stock or any other equity or voting securities of the Company or any of its Subsidiaries; (v) sell, assign, transfer, convey, lease, license, abandon, allow to lapse or expire, subject to or grant any Lien (other than Permitted Liens) on, or otherwise dispose of, any material assets (including the Owned Real Property), rights or properties of the Company and its Subsidiaries, other than the sale or license of Software, goods and services to customers in the Ordinary Course of Business, or the sale or other disposition of inventory in the Ordinary Course of Business; (vi) sell, license, assign, transfer, waive, abandon, allow to lapse, fail to maintain or otherwise dispose of any Intellectual Property (other than (A) nonexclusive licenses granted in the Ordinary Course of Business and (B) with respect to Intellectual Property that the Company and its Subsidiaries have determined, in the exercise of their commercially reasonable business judgment, to be immaterial or obsolete) or disclose any Company Trade Secrets to any Person (other than in the Ordinary Course of Business to a Person bound by adequate, written confidentiality obligations); (vii) (A) pay, discharge, settle, satisfy, cancel or compromise any claim, Liabilities, or Indebtedness owed to the Company or any of its Subsidiaries in excess of $250,000 in the aggregate, (B) settle any pending or threatened Legal Proceeding (I) if such settlement would require (x) payment by the Company in an amount greater than $250,000 or (y) any of the Company or its Subsidiaries to perform or satisfy any continuing obligations, (II) to the extent such settlement includes an agreement to accept or concede injunctive relief or (III) to the extent such settlement involves a Governmental Body or alleged wrongdoing, or (C) agree to modify any confidentiality or similar Contract to which the Company or any of its Subsidiaries are a party; (viii) (A) increase in any material manner the compensation of any of its officers or employees, except in the Ordinary Course of Business or as required by any Law or pursuant to any agreement set forth on Schedule 2.14(a), (B) materially increase the benefits under any Company Plan, adopt any new Company Plan, amend, modify or terminate any existing Company Plan, except as required by applicable Law and except for any bonus or similar arrangement that is a Transaction Expense, (C) hire or terminate any officer of the Company or any of its Subsidiaries or (D) enter into, amend or terminate any material employment, retention, change in control agreement or other similar arrangement with any employee, except as otherwise permitted by clause (B) hereof; (ix) directly or indirectly acquire by merging or consolidating with, or by purchasing any securities a substantial portion of the assets of, or assets (which are material, individually by purchasing all of or in the aggregate, to the Company) ofa substantial equity interest in, or by any other manner, any business or any Person; (iii) sellcorporation, transferpartnership, leaselimited liability company, license joint venture, association or assign any of the Acquired Assets other entity or any interest therein Person or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced prior to the date of this Agreement to the customers, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increases; (vi) enter into any Contract (or series of related Contracts); (vii) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Companydivision thereof; (x) violatemake any investment (by contribution to capital, terminate property transfers, purchase of securities or amend otherwise) in, or make any Seller Contract loans or Governmental Authorization; (xi) commence advance any Litigation money or other than property to any Person, except for (A) travel and similar advances to employees in the routine collection Ordinary Course of accounts receivable or Business, (B) injunctive relief on the grounds that prepayments and deposits paid to suppliers of the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; (xii) declare, authorize or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000, individually or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of the customers, members, officers, employees or managers of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable Subsidiaries in the Ordinary Course of Business or (BC) not permitted trade credit extended to be discharged under the terms customers of the Letter Company or any of Intentits Subsidiaries in the Ordinary Course of Business; (xviixi) change enter into, assume, assign, amend, modify, renew or terminate (excluding any expiration in accordance with its credit practicesterms) any Material Contract, accounting methods or practices or standards used any lease related to maintain its books, accounts or business recordsthe Leased Real Property; (xviiixii) change redeem, purchase or otherwise acquire, any shares of capital stock (or other equity interests) of the terms Company or any of its accounts Subsidiaries or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of capital stock (or other payables equity interests) of the Company or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payablesSubsidiaries; (xixxiii) createadjust, incur split, combine, subdivide, recapitalize, reclassify, distribute or become subject like change in respect of any shares of capital stock or other equity interests or securities of the Company or any of its Subsidiaries; (xiv) make any material change in its accounting principles, practices or methods of accounting, other than as may be required by a change in applicable Law, GAAP or regulatory guidelines; (xv) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or its Subsidiaries (other than the Transaction) or file a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xvi) make, change, or rescind any income or other material Tax election; adopt or change any material financial or Tax accounting methods, principles, or practices; file any amended income or other material Tax Return; settle or compromise any income or other material Tax Liability; enter into any closing agreement with respect to Tax; consent to any Liabilityextension or waiver of the limitations period applicable to any income or other material Tax claim or assessment; surrender or allow to expire any right to claim a refund; enter into any Tax sharing or Tax indemnification agreement or similar agreement (except, contingent or otherwisein each case, except current Liabilities for such agreements that are in the Ordinary Course of Business and not primarily relating to Taxes); request a ruling or similar guidance from any Governmental Body with respect to any Tax matter; or file any Tax Return in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intenta manner inconsistent with past practice; (xxxvii) make any material change affecting the Businessdirectly or indirectly, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Business, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxiv) enter into any employment or collective bargaining agreement, written or oralincur, or modify the terms of any Indebtedness (other than (A) Indebtedness under the existing Credit Facility of the Company and its Subsidiaries or (B) other than any items referred to in any of subclauses (h), (i) or (j) of the definition of Indebtedness set forth in this Agreement, in each case with respect to subclauses (A) and (B), for which prompt written notice is provided to Purchaser; provided, that, with respect to items referred to in subclause (i) of the definition of Indebtedness set forth in this Agreement, (I) no such existing agreementwritten notice is required if such Taxes are incurred or modified in the Ordinary Course of Business and not material in amount, and (II) any such actions remain subject to Section 5.01(b)(xvi)), or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person for Indebtedness; (xxvxviii) voluntarily fail to maintain in full force and effect material insurance policies covering the Acquired Assets in good repairCompany and its Subsidiaries and their respective properties, order assets and condition, reasonable wear and tear exceptedbusinesses; (xxvixix) file make any capital expenditures that (A) exceed, on a petition for bankruptcymonthly basis, $1,000,000 with respect to new showroom openings, (B) exceed, on a monthly basis, $750,000 with respect to capitalized software development or (C) in the aggregate exceed $500,000 with respect to capital expenditures not otherwise described in the foregoing subclauses (A) and (B); (xx) marketing or advertising expenditures that exceed 110% of the monthly forecast amounts set forth on Schedule 5.01(xx); or (xxviixxi) enter into any Contract agreement, or agree, in writing or otherwiseotherwise become obligated, to take any action prohibited under this Section 5.01. For the avoidance of doubt, nothing contained herein will (i) permit Purchaser to control the operation of the actions described Company and its Subsidiaries prior to the Closing or (ii) prevent the Company or its Subsidiaries from reasonably and in good faith taking or failing to take any action, including the establishment of any policy, procedure or protocol, in response to COVID-19 or COVID-19 Measures, in accordance with this Section 5.1(b)(i) through (xxvii). above5.01.

Conduct of the Business. At all times prior to During the period from the date of this Agreement and continuing through the Additional Closing: (a) Subject to the limitations set forth in Section 5.1(b), the Company willagrees as to the Company and its subsidiaries that (except to the extent that Purchaser shall otherwise consent in writing): 4.1.1 The Company and each of its subsidiaries shall carry on its business in the usual, regular and will cause its members, managers ordinary course in substantially the same manner as previously conducted and employees to, (i) conduct the Business only in, and not take any action except in, the Ordinary Course of Business and in accordance with applicable Law; (ii) shall use commercially all reasonable efforts to preserve the Company’s intact its present business organization and goodwill, preserve intact all rights of the Company to retain its employeesorganization, keep available the services of its officers, current officers and employees and consultants and maintain good preserve its relationships with employeescustomers, vendors, suppliers, customers suppliers and others having business relationships dealings with it. 4.1.2 The Company shall not, nor shall it permit any of its subsidiaries to: (i) declare, set aside or pay any dividends on or make any other distributions in respect of any of its capital stock (whether in cash, stock, or property or any combination thereof); (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; or (iii) subject to applicable Lawsredeem, confer on a regular and frequent basis with representatives repurchase or otherwise acquire any of Buyer to report operational matters and the general status its securities or any securities of ongoing operations as requested by Buyer; (iv) its subsidiaries, except as required by Lawthe terms of its securities outstanding on the date hereof, not take any action that would render, or which reasonably may be expected to render, any representation or warranty made as contemplated by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent as contemplated by employee benefit and dividend reinvestment plans as in effect on the date hereof. 4.1.3 The Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company; (b) without first obtaining the written consent of Buyer, the Company will shall not, and will shall cause its members, officers, managers and employees subsidiaries not to, directly amend or indirectly with respect propose to amend its Certificate of Incorporation or By-Laws or, except as contemplated by Section 4.8 hereof or the Company: (i) cancel Standstill Agreement, elect or terminate the Company’s current insurance policies or allow appoint any person a director of any of them who is not serving as such on the coverage thereunder date hereof. 4.1.4 The Company shall not, nor shall it permit any of its subsidiaries to lapse, unless simultaneously with such termination, cancellation acquire or lapse replacement policies providing coverage equal agree to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (ii) acquire by merging or consolidating with, or by purchasing any securities a substantial equity interest in or a substantial portion of the assets (which are material, individually or in the aggregate, to the Company) of, or by any other manner, any business or any Person;corporation, partnership, association or other business organization or division thereof, except for such transactions which involve aggregate consideration of less than $500,000. (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other 4.1.5 Other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced prior to the date of this Agreement to the customers, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increases; (vi) enter into any Contract (or series of related Contracts); (vii) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; (xii) declare, authorize or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000, individually or dispositions in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any ordinary course of the customers, members, officers, employees or managers of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000business consistent with past practice which are not material, individually or in the aggregate, to the Company and its subsidiaries taken as a whole and dispositions of Real Property that have been approved by the Board of Directors of the Company prior to the date hereof, and except for Liabilities reflected or reserved against in any other such transactions which involve aggregate consideration of less than $500,000, the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intent; (xvii) change its credit practicesCompany shall not, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms of its accounts or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; (xx) make any material change affecting the Business, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Business, change nor shall it permit any of its business policiessubsidiaries to, including advertisingsell, investmentslease, marketingencumber or otherwise dispose of, pricingor agree to sell, purchasinglease (whether such lease is an operating or capital lease), productionencumber or otherwise dispose of, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its securities assets. 4.1.6 The Company shall not authorize, recommend, propose or issue announce an intention to adopt a plan of complete or authorize partial liquidation or dissolution of the issuance Company or any of its subsidiaries. 4.1.7 The Company shall not, and shall not permit any other securities in lieu of, or in substitution for, of its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grantsubsidiaries to, enter into any agreement providing for the acceleration of payment or accept any options, warrants, convertible securities performance or other rights to acquire consequences as a result of any securities or of the transactions contemplated by this Agreement. 4.1.8 The Company shall not, and shall not permit any other ownership interest in the Company; (xxiv) of its subsidiaries to, enter into any employment new lines of business or collective bargaining agreement, written or oral, or modify otherwise make material changes to the terms operation of any such existing agreement; (xxv) fail to maintain the Acquired Assets in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcy; or (xxvii) enter into any Contract or agree, in writing or otherwise, to take any of the actions described in Section 5.1(b)(i) through (xxvii). aboveits business.

Conduct of the Business. At all times Except as otherwise expressly permitted by this Agreement, as set forth on Schedule 6.1 of the Disclosure Schedule or with Buyer’s prior written consent, Seller will cause the Company to observe the Closingfollowing provisions to and including the Closing Date: (a) Subject to the limitations set forth in Section 5.1(b), the Company will, and will cause conduct its members, managers and employees to, (i) conduct the Business business only in, and will not take any action except in, the Ordinary Course of Business and in accordance material compliance with applicable Law; ; (iib) the Company will not amend or modify any Material Contract or enter into any Contract that would have been a Material Contract if such Contract had been in effect on the date of this Agreement, except that the Company may enter into Contracts with vendors or customers in the Ordinary Course of Business; (c) the Company will (i) use its commercially reasonable efforts to preserve the Company’s its business organization and goodwill, preserve intact all rights of the Company to retain its employees, keep available the services of its officers, employees and consultants and maintain good satisfactory relationships with employees, vendors, suppliers, customers and others having business relationships with it; , (iii) ii), subject to applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; Buyer and (iviii) except as required by Law, not take any action that would render, or which that would reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Companyany material respect; (bd) without first obtaining except in the written consent Ordinary Course of BuyerBusiness, the Company will not use extraordinary selling efforts that would have the effect of accelerating sales prior to the time reasonably expected, through offering of discounts, shipment of goods prior to anticipated shipping dates or otherwise; (e) the Company will not, and will cause its members, officers, managers and employees not to, directly or indirectly except with respect to the Company: Taxes or Returns of a Consolidated Group, (i) make or rescind any express or deemed election or take any other discretionary position relating to Taxes, (ii) amend any Return of the Company, (iii) settle or compromise any Litigation relating to Taxes or (iv) change any of its methods of reporting income or deductions for federal or state income tax purpose from those employed in the preparation of the last filed federal or state income tax returns of or including the Company, which change would have the effect of materially increasing the liability of the Company for income Taxes for any taxable period beginning on or after the Closing Date; provided, however, that the Company may make a change described in subsection (iv) hereof without the consent of Buyer if Seller agrees to indemnify Buyer and the Company for any such material increase in the liability of the Company for income taxes which results from such change; (f) the Company will not change any of its methods of accounting in effect on the date of the Latest Balance Sheet Date, other than changes required by GAAP; and (g) the Company will not cancel or terminate the Company’s its current insurance policies or allow any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (ii) acquire by merging or consolidating with, or by purchasing any securities or assets (which are material, individually or in the aggregate, to the Company) of, or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced prior to the date of this Agreement to the customers, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increases; (vi) enter into any Contract (or series of related Contracts); (vii) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; (xii) declare, authorize or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000, individually or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of the customers, members, officers, employees or managers of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intent; (xvii) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms of its accounts or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; (xx) make any material change affecting the Business, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Business, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxiv) enter into any employment or collective bargaining agreement, written or oral, or modify the terms of any such existing agreement; (xxv) fail to maintain the Acquired Assets in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcy; or (xxvii) enter into any Contract or agree, in writing or otherwise, to take any of the actions described in Section 5.1(b)(i) through (xxvii). above.

Conduct of the Business. At all times prior to Each of the ClosingCompany and Parent covenants and agrees that: (a) Subject to Except as expressly contemplated by this Agreement or the limitations Additional Agreements, as required in connection with the Restructuring, as required by applicable Law, as set forth in Section 5.1(bon Schedule 6.1(a), or as consented to in writing (which shall not be unreasonably conditioned, withheld or delayed) by Parent, with respect to any deviation by the Company willCompany, or the Company, with respect to any deviation by Parent or Merger Sub, from the date hereof until the earlier of the Closing Date and will cause the termination of this Agreement in accordance with its membersterms (the “Interim Period”), managers and employees to, each party shall (i) conduct its business only in the Business only inordinary course (including the payment of accounts payable and the collection of accounts receivable), and not take any action except inconsistent with past practices, the Ordinary Course of Business and in accordance with applicable Law; (ii) duly and timely file all Tax Returns required to be filed (or obtain a permitted extension with respect thereto) with the applicable Taxing Authorities and pay any and all Taxes due and payable during such time period, (iii) duly observe and comply with all applicable Law and Orders, and (iv) use its commercially reasonable efforts to preserve the Company’s intact its business organization organization, assets, Permits, properties, and goodwill, preserve intact all rights of the Company to retain its employees, keep available the services of its officers, employees and consultants and maintain good material business relationships with employees, vendorsclients, suppliers, customers contract manufacturing organizations, contract research organizations and others having business relationships with it; (iii) subject to applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) except as required by Law, not take any action that would render, or which reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company;other third parties. (b) Without limiting the generality of the foregoing, and except as expressly contemplated by this Agreement or the Additional Agreements, as required in connection with the Restructuring, as required by applicable Law, or as set forth on Schedule 6.1(b), during the Interim Period, without first obtaining the other party’s prior written consent of Buyer(which shall not be unreasonably conditioned, withheld or delayed), neither the Company will notnor Parent shall, and will cause or permit its members, officers, managers and employees not Subsidiaries to, directly or indirectly with respect to the Company: (i) cancel amend, modify, or supplement its articles of incorporation or bylaws or other organizational or governing documents except as contemplated hereby, or engage in any reorganization, reclassification, liquidation, dissolution, or similar transaction; (ii) amend, waive any provision of, terminate prior to its scheduled expiration date, or otherwise compromise in any way or relinquish any material right under, (A) in the case of the Company’s current insurance policies , any Material Contract, or (B) in the case of Parent, any material contract, agreement, lease, license, or other right or asset of Parent; (iii) other than in the ordinary course of business, modify, amend, or enter into any contract, agreement, lease, license, or commitment, including for capital expenditures, that extends for a term of one year or more or obligates the payment by the Company or Parent, as applicable, of more than $200,000 (individually or in the aggregate); (iv) make any capital expenditures in excess of $500,000 (individually or in the aggregate); (v) sell, lease, license or otherwise dispose of any of its material assets, except pursuant to existing contracts or commitments disclosed herein or in the ordinary course of business; (vi) sell, exclusively license, abandon, permit to lapse, assign, transfer, or otherwise dispose of any Company Owned IP; (vii) fail to use all commercially reasonable efforts to prevent any material Registered Owned IP from becoming abandoned or expire, or intentionally fail to make an annuity or maintenance fee payment or file any necessary paper or action to maintain such rights; (viii) (A) pay, declare, promise to pay or set aside any dividends, distributions or other amounts with respect to its capital stock or other equity securities; (B) pay, declare or promise to pay any other amount to any stockholder or other equity holder in its capacity as such; or (C) amend any term, right or obligation with respect to any outstanding shares of its capital stock or other equity securities; (ix) (A) make any loan, advance or capital contribution to, or guarantee for the benefit of, any Person; (B) incur any Indebtedness in excess of $50,000 including drawings under the lines of credit, if any, other than (1) loans evidenced by promissory notes made to Parent as working capital advances as described in the Prospectus and (2) intercompany Indebtedness; or (C) repay or satisfy any Indebtedness, other than the repayment of Indebtedness in accordance with the terms thereof; (x) suffer or incur any Lien, except for Permitted Liens and Liens on Indebtedness permitted under clause (ix) above, on its assets; (xi) delay, accelerate or cancel, or waive any material right with respect to, any receivables or Indebtedness owed to it, or write off or make reserves against the same (other than, in the case of the Company, in the ordinary course of business); (xii) merge or consolidate or enter a similar transaction with, or acquire all or substantially all of the assets or business of, any other Person, make any material investment in any Person, or be acquired by any other Person; (xiii) terminate or allow to lapse any insurance policy protecting any of the coverage thereunder to lapseCompany Group’s or Parent’s, as applicable, assets, unless simultaneously with such terminationtermination or lapse, cancellation or lapse a replacement policies policy underwritten by an insurance company of nationally recognized standing having comparable deductions and providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies policy for substantially similar premiums are or less is in full force and effect; (iixiv) acquire by merging or consolidating withadopt any severance, retention, or by purchasing any securities other employee benefit plan or assets (which are material, individually or fail to continue to make timely contributions to each such plan in accordance with the aggregate, to the Company) of, or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced prior to the date of this Agreement to the customers, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increases; (vi) enter into any Contract (or series of related Contracts); (vii) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; (xii) declare, authorize or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000, individually or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of the customers, members, officers, employees or managers of the Companyterms thereof; (xv) borrow from institute, settle or agree to settle any Person Action before any Authority, in each case in excess of $250,000 (exclusive of any amounts covered by way of a loan, advance, guaranty, endorsement, indemnity, insurance) or warrantythat imposes injunctive or other non-monetary relief on such party; (xvi) discharge except as required by U.S. GAAP, make any Encumbrancematerial change in its accounting principles, indebtedness methods or other Liability (A) in excess practices or write down the value of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intentits assets; (xvii) change its credit practices, accounting methods principal place of business or practices or standards used to maintain its books, accounts or business recordsjurisdiction of organization; (xviii) change the terms issue, redeem or repurchase any capital stock, membership interests or other securities, or issue any securities exchangeable for or convertible into any shares of its accounts capital stock or other payables or take securities, other than any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of Parent Stockholder Redemptions by its accounts or other payablespublic stockholders as contemplated by Section 6.5(f); (xix) create(A) make, incur change, or become subject revoke any material Tax election; (B) change any method of accounting other than as required under U.S. GAAP or Public Company Accounting Oversight Board rules or requirements; (C) settle or compromise any material claim, notice, audit report or assessment in respect of Taxes; (D) enter into any Tax allocation, Tax sharing, Tax indemnity or other closing agreement relating to any Liability, contingent Taxes; or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually (E) surrender or in the aggregate and that would not violate the Company’s obligations under the Letter of Intentforfeit any right to claim a Tax refund; (xx) make enter into any transaction with or distribute or advance any material change affecting the Business, including but not limited assets or property to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Business, change any of its business policiesAffiliates, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policiesother than the payment of salary and benefits in the ordinary course; (xxi) other than as required by a Plan (A) increase or change the compensation or benefits of any employee or service provider, (B) accelerate the vesting or payment of any compensation or benefits of any employee or service provider, (C) enter into, amend its Certificate or terminate any Plan (or any plan, program, agreement or arrangement that would be a Plan if in effect on the date hereof) or grant, amend or terminate any awards thereunder, (D) fund any payments or benefits that are payable or to be provided under any Plan, (E) make any loan to any present or former employee or other individual service provider, other than advancement of Organization expenses in the ordinary course of business consistent with past practices, or limited liability company agreement(F) enter into, amend or terminate any collective bargaining agreement or other agreement with a labor union or labor organization; (xxii) split, combine or reclassify fail to duly observe and conform to any of its securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued applicable Laws and outstanding membership unitsOrders; (xxiii) issueauthorize, sellrecommend, dispose of or encumberpropose, or authorize the issuanceannounce an intention to adopt, saleor otherwise effect, disposition a plan of complete or encumbrance ofpartial liquidation, any interest in its securities dissolution, restructuring, recapitalization, reorganization, or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities similar transaction involving it or any other ownership interest in the Company;Subsidiary; or (xxiv) enter into any employment agreement or collective bargaining agreement, written otherwise agree or oralcommit to take, or modify the terms of any such existing agreement; (xxv) fail cause to maintain the Acquired Assets in good repairbe taken, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcy; or (xxvii) enter into any Contract or agree, in writing or otherwise, to take any of the actions described set forth in this Section 5.1(b)(i6.1(b). (c) through Neither party shall (xxvii). abovei) take or agree to take any action with the intent to cause any representation or warranty of such party to be inaccurate or misleading in any respect at, or as of any time prior to, the Closing Date, or (ii) omit to take, or agree to omit to take, any action with the intent to cause any such representation or warranty to be inaccurate or misleading in any respect at any such time. (d) Notwithstanding the foregoing, the Company and Parent and their respective Subsidiaries shall be permitted to take any and all actions required to comply in all material respects with the quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or another Law, directive, guidelines or recommendations by any governmental authority (including the Centers for Disease Control and Prevention and the World Health Organization) in each case in connection with, related to or in response to COVID-19, including the CARES Act or any changes thereto, or any future epidemics, pandemics, or similar health emergencies.

Conduct of the Business. At all times prior to the Closing: (a) Subject From the date hereof until the Closing Date, the Company shall conduct its business in the ordinary course of business, (i) unless the Purchaser shall have consented in writing (which consent will not be unreasonably withheld or delayed) or (ii) as otherwise contemplated hereby; provided, however, that (x) no action by the Company 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 and (y) the Company’s failure to take any action prohibited by Section 6.01(b) and to which the Purchaser has refused to consent shall not be a breach of this Section 6.01(a). (b) From the date hereof until the Closing Date, except (i) as set forth on Schedule 6.01, (ii) with respect to the limitations set forth exercise of options issued as of the date hereof pursuant to existing Common Stock option plans, (iii) as otherwise expressly permitted by this Agreement, or (iv) as consented to in Section 5.1(bwriting by the Purchaser (which consent will not be unreasonably withheld or delayed), the Company willshall not: (A) issue, and will cause sell or deliver any shares of its members, managers and employees to, capital stock (i) conduct other than in connection with the Business only in, and not take any action except in, the Ordinary Course exercise of Business and in accordance with applicable Law; (ii) use commercially reasonable efforts to preserve the Company’s business organization and goodwill, preserve intact all rights options or warrants outstanding as of the date hereof, provided that the Company to retain its employees, keep available shall provide the services Purchaser with prompt written notice of its officers, employees and consultants and maintain good relationships with employees, vendors, suppliers, customers and others having business relationships with it; (iii) subject to applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) except as required by Law, not take any action that would rendersuch exercise), or which reasonably may be expected to render, any representation issue or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company; (b) without first obtaining the written consent of Buyer, the Company will not, and will cause its members, officers, managers and employees not to, directly or indirectly with respect to the Company: (i) cancel or terminate the Company’s current insurance policies or allow any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (ii) acquire by merging or consolidating with, or by purchasing sell any securities or assets (which are material, individually or in the aggregate, to the Company) of, or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced prior to the date of this Agreement to the customers, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increases; (vi) enter into any Contract (or series of related Contracts); (vii) enter convertible into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; (xii) declare, authorize or pay any dividends on, make any other distributions options with respect to, or redeemwarrants to purchase or rights to subscribe for, repurchase or otherwise acquire any shares of its equity interests; capital stock; (xiiiB) effect any recapitalization, reclassification, stock dividend, stock split or like change in its capitalization; (C) amend its articles of incorporation or bylaws; (D) make any redemption or purchase of any shares of its capital stock (other than with respect to the repurchase of shares of Common Stock from former employees of the Company pursuant to existing agreements or pursuant to the Articles of Incorporation); (E) sell, assign or transfer any portion of its tangible assets in excess of $300,000; (F) make any capital expenditure investment in, or any loan to, any other Person in excess of $50,000, individually 300,000; (G) make any capital expenditures or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of the customers, members, officers, employees or managers of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) commitments therefore in excess of $25,000300,000; (H) make any loan to, individually or in the aggregateenter into any other material transaction with, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intent; (xvii) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms any of its accounts directors, officers, and employees; (I) grant any severance or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject termination pay to any Liability, contingent officer or otherwise, except current Liabilities in the Ordinary Course of Business not director in excess of $25,000 individually 200,000 or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; adopt any new severance plan; (xxJ) make any material change affecting the Businessin its accounting methods, including but not limited to (i) principles or practices, except as required by concurrent changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory)GAAP; (iiK) changes enter into any contract or agreement that would be included on Schedule 4.12 if such contract had been in discretionary costs, such effect as advertising, maintenance and repairs, research and development, and trainingof the date hereof; (iiiL) enter into any capital expenditures contract or deferrals agreement for the purchase of capital expendituresreal property or to lease property; (ivM) deviations from operating budgets cancel any debts owed to or plans on sales and profitability; or (v) claims held by the Company other than in the Ordinary Course ordinary course of Businessbusiness; (N) prepare, change file or amend any of its business policiesTax Return inconsistent with past practice or, including advertisingon any such Tax Return, investmentstake any position, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify make any of its securities or issue or authorize the issuance of any other securities in lieu ofelection, or adopt any method that is inconsistent with positions taken, elections made or methods used in substitution for, its current issued and outstanding membership units; preparing or filing similar Tax Returns in prior periods; or (xxiiiO) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxiv) enter into any employment or collective bargaining agreement, written or oral, or modify the terms of any such existing agreement; (xxv) fail to maintain the Acquired Assets in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcy; or (xxvii) enter into any Contract or agree, in writing or otherwise, to take any of the actions described in this Section 5.1(b)(i6.01. (c) through Notwithstanding anything to the contrary set forth in this Section 6.01 or anywhere else in this Agreement, in the event that any Optionholder exercises all or any portion of the Options held by such Optionholder following the date hereof, the Company may, in its discretion, make a loan to such Optionholder in connection with any such exercise of Options and thereafter, the Company shall deliver to Purchaser any modifications or updates to the Disclosure Schedules necessary to reflect any such exercise or change in the capitalization of the Company for purposes of making the information set forth therein true, accurate and complete in all material respects as of the date such supplemental disclosure information is provided to Purchaser; provided that such modification does not change the aggregate amounts to be paid by Purchaser under this Agreement (xxviiunderstanding that the definition of Cash and Option Loan Amount may take into account the exercise price paid or payable by such Optionholder upon exercise of such Options). above.

Conduct of the Business. At all times prior to From the date hereof until the Closing Date, the Company shall, and shall cause its Subsidiaries to, conduct the Business substantially in the Ordinary Course of Business. Without limiting the generality of the foregoing sentence, from the date hereof until the Closing: (a) Subject to the limitations Except as set forth in Section 5.1(b6.1(a) of the Disclosure Schedule or except as contemplated by this Agreement, without the Buyer's prior written consent (not to be unreasonably withheld, conditioned or delayed), the Company willshall not do or authorize, commit or agree (in writing or otherwise) to do, and will the Company shall cause its membersSubsidiaries to refrain from doing or authorizing, managers and employees tocommitting or agreeing (in writing or otherwise) to do, any of the following: (i) conduct the Business only infail to maintain its existence in good standing, except where such failure would not have a Material Adverse Effect; (ii) (A) green-light any theatrical Film; (B) commit to any P&A spending commitments (including with respect to Punisher and not take any action DD2), except infor a fair consideration, in the Ordinary Course of Business and not in accordance excess of $3,000,000 individually or $5,000,000 in the aggregate; or (C) commit to the acquisition (including prints and advertising commitments which are a part thereof) of any Film, except in Ordinary Course of Business substantially consistent with applicable Lawpast practice and not in excess of $500,000 individually or $1,500,000 in aggregate; (ii) use commercially reasonable efforts to preserve the Company’s business organization and goodwill, preserve intact all rights of the Company to retain its employees, keep available the services of its officers, employees and consultants and maintain good relationships with employees, vendors, suppliers, customers and others having business relationships with it; (iii) subject to applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) except as required by Law, not take any action provided that would render, or which reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company; (b) without first obtaining the written consent of Buyer, the Company will not, and will cause its members, officers, managers and employees not to, directly or indirectly with respect to the Company: (iSection 6.1(a)(ii)(C) cancel or terminate the Company’s current insurance policies or allow any of the coverage thereunder to lapseonly, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (ii) acquire by merging or consolidating with, or by purchasing any securities or assets (which are material, individually or in the aggregate, it shall be presumed that Buyer has consented to the Companyacquisition of any Film if Buyer has not delivered its objections thereto (by fax or e-mail or other communication to the party requesting such consent) ofwithin one (1) business Day following the actual receipt by Xxx Xxxxxx, or by any other manner, any business or any Person;Xxx Xxxxxxxxxx and Xxxxx Xxxxx of request for such consent. (iii) sellmodify, transferalter, lease, license amend or assign otherwise change any of the Acquired Assets Punisher Documents or the DD2 Documents or any interest therein or otherwise permit any contractual elements of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbranceseither of such Films; (iv) grant enter into, amend, modify, extend or terminate any license or sublicense of any rights under or with respect to any Acquired Intellectual Propertyoutput and/or multiple picture agreements; (v) take sell, assign, lease, license, transfer or otherwise dispose of, or mortgage, pledge or encumber (other than with Permitted Liens), any action not announced prior to the date of this Agreement to the customers, suppliers or distributors of the Companyassets (other than real property) of the Company or any of its Subsidiaries, including providing promotions, coupons, discounts except for a fair consideration in the Ordinary Course of Business substantially consistent with past practice and not in excess of $3,000,000 singularly or price increases$5,000,000 in the aggregate; (vi) amend, modify, extend or terminate any Scheduled Contract, or waive, release or assign any material rights or claims thereunder, or enter into any other Contract which, if in existence on the date hereof, would be required to be set forth in Section 4.11(a) of the Disclosure Schedule (or series of related Contractseach, a "Subsequent Material Contract"); (vii) enter into(A) create, incur, assume, guarantee or permit become liable for any Indebtedness except pursuant to the Credit Facility, (B) incur any Liability relating to a documentary or standby letter of credit or (C) make any draws under the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such ContractDVD Services Agreement; (viii) violate (A) delay, postpone or accelerate the payment of, any Law applicable to accounts payable and any other Liability, (B) write down the Companyvalue of any material properties or assets of the Company or its Subsidiaries, in each case either involving more than $250,000 in the aggregate or outside the Ordinary Course of Business; (ix) take any action to change in any material respect the accounting or announce any change to collection policies or procedures of the Company Products or its Subsidiaries, including canceling, compromising, delaying, postponing, waiving, releasing or accelerating the collection of, or writing off as uncollectible, any services sold by accounts receivable or other asset outside the CompanyOrdinary Course of Business; (xA) violateenter into any employment, terminate consulting, severance, salary continuation or deferred compensation or other similar agreement (or amend any Seller Contract such existing agreement) with any past, present or Governmental Authorizationfuture director, officer, stockholder or employee of the Company or any of its Subsidiaries, (B) increase any benefits payable or potentially payable under any severance, continuation or termination pay policies or employment agreements, or modify, renew or extend any of the terms thereof, with any employee of the Company or any of its Subsidiaries, or make or pay any bonus, other than as required under any Employment Agreement or as disclosed on Section 6.1(a)(vii) of the Disclosure Schedule, (C) increase any compensation, bonus or other benefits payable or potentially payable to directors, officers, stockholders or employees of the Company or any of its Subsidiaries, other than as required (and then only to the extent required) under any Employment Agreement, or as disclosed on Section 6.1(a)(vii) of the Disclosure Schedule, (D) change the terms of any bonus, pension, insurance, health or other Employee Benefit Plan or Benefit Arrangement of the Company or any of its Subsidiaries or (E) establish, adopt, enter into, terminate, withdraw from or amend or take any action to accelerate any rights or benefits under any collective bargaining agreement or Employee Benefit Plan; (xi) commence any Litigation other than for (A) declare or pay any dividend or make any distribution in respect of the routine collection Capital Stock or other Equity Interests of accounts receivable the Company or any of its Subsidiaries, (B) injunctive relief on directly or indirectly, redeem, purchase or otherwise acquire any of the grounds that Capital Stock or Equity Interests of the Company has suffered immediate and irreparable harm not compensable or any of its Subsidiaries or of any of their respective Affiliates, or (C) except as contemplated in money damages if the consummation of the Merger, split, combine or reclassify any of the Capital Stock or other Equity Interests of the Company has obtained the prior written consent or any of Buyer, such consent not to be unreasonably withheldits Subsidiaries; (xii) declare, authorize merge or pay any dividends on, make consolidate with any other distributions with respect corporation, acquire Control of all or substantially all of the stock or assets of, or otherwise invest in, any other corporation, partnership, limited liability company, joint venture, association or other business entity (or any division thereof or any material amount of assets), or take any steps incident to, or redeemin furtherance of, repurchase any such action, whether by entering into an agreement or otherwise acquire any of its equity interestsotherwise; (xiii) through merger, liquidation, reorganization, restructuring or otherwise, alter the structure of ownership of the Company or any of its Subsidiaries; (xiv) issue, deliver, sell, grant, pledge, or otherwise dispose of or encumber or authorize or propose the issuance, delivery, sale, grant, pledge, disposal or encumbrance of, or purchase or propose to purchase, any shares of the Capital Stock of the Company or any of its Subsidiaries or any securities convertible into, or subscriptions, rights, warrants or options to acquire, or any other agreements or commitments of any character obligating the Company or any of its Subsidiaries to issue any, shares of Capital Stock or other securities convertible into or exchangeable for shares of Capital Stock, other than the issuance of shares of Common Stock of the Company pursuant to the exercise of stock options outstanding on the date hereof and disclosed in Section 4.2(b) of the Disclosure Schedule; (xv) make any loans, advances or capital expenditure contributions to any other Person (except for wholly owned Subsidiaries of the Company); (xvi) amend, restate, supplement or otherwise change its Certificate of Incorporation or equivalent or its Bylaws or equivalent (except as required under or contemplated by this Agreement); (xvii) authorize any capital commitment or capital lease which is in excess of $50,000100,000 or capital expenditures which are, individually in the aggregate, in excess of $300,000; (xviii) make or revoke any material Tax election, or settle or compromise any federal, state, local or foreign income material Tax liability in excess of $100,000, or change (or make a request to any Taxing authority to change) any material aspects of its method of accounting for Tax purposes; (xix) settle or compromise any pending or threatened Actions (other than the settlement or compromise of (a) the Cash Flow Insurance Claims in accordance with Section 8.5 or (b) Actions not material to the Company or its Subsidiaries in the Ordinary Course of Business); (xx) pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the Ordinary Course of Business, of liabilities (i) reflected or reserved against in the Balance Sheet included in the last audited financial statement provided to the Buyer or (ii) subsequently incurred in the Ordinary Course of Business in amounts not in excess of $100,000 in the aggregate; (xivxxi) provide any creditsell, loanassign, advancetransfer, guaranty, endorsement, indemnity, warranty license or mortgage to any Person, including any of the customers, members, officers, employees or managers of the Company; sublicense (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intent; (xvii) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms of its accounts or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; (xx) make any material change affecting the Business, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Business), change pledge or otherwise encumber any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreementthe Other Intellectual Property Rights and Library Films; (xxii) split, combine or reclassify enter into any Contract with any Affiliate (including any of its securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership unitsSellers) otherwise as contemplated hereby; (xxiii) issue, sell, dispose of or encumberassign, transfer, lease, sublease, mortgage, or authorize the issuance, sale, disposition encumber (other than with Permitted Liens) any Real Property or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the CompanyReal Property Leases; (xxiv) enter into designate any employment of the Remaining Films as Declared Qualifying Pictures under the AFI Agreements or collective bargaining agreement, written or oral, or modify become obliged in any way under any of the terms of any such existing agreement;AFI Agreements; or (xxv) fail to maintain the Acquired Assets in good repaircarry out (or enter into a plan for) its liquidation, order and condition, reasonable wear and tear excepted;dissolution or winding up. (xxvib) file a petition for bankruptcyThe Company shall, and shall cause its Subsidiaries to (unless otherwise contemplated by this Agreement) provide the Buyer and its representatives (including the Buyer's attorneys, accountants and financial advisors) with reasonable access to the Company (during normal business hours and upon reasonable prior notice to the Company in the presence of management of the Company designated by the Company, and only to the extent that such activities do not unreasonably disrupt the day-to-day operations of the Company and its Subsidiaries), each of its Subsidiaries and their respective officers, key employees (with the approval of Xxxx Xxxxx, not to be unreasonably withheld; or provided that any Person at the level of Senior Vice President or above of the Company or Artisan is deemed approved), records, facilities, properties, minute books, books and records (xxvii) enter into any Contract including without limitation Tax Returns and environmental records), and other documentation, additional financial and operating data and information as Buyer or agreeits representatives shall from time to time require in order that the Buyer or its representatives may have the opportunity to make such investigations of the operations, properties, business, financial condition and prospects of the Company as it shall deem necessary, in writing connection with the Merger or otherwise, to take any of the actions described other transactions expressly contemplated by this Agreement or with respect to bank financing. Each of the Buyer and the Company will promptly furnish the other with copies of any notices, documents, requests, court papers, or other materials received from any Governmental Authority or any other third party with respect to the transactions contemplated by this Agreement. Except as otherwise provided in this Agreement, no information or knowledge obtained in any investigation pursuant to this Section 6.1(b) or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the parties to consummate the Merger and the other transactions contemplated hereby. In furtherance of and not in limitation of the foregoing and subject to the limitations set forth in Section 5.1(b)(i8.10, between the date of this Agreement and the Closing Date, the Company shall permit representatives of the Buyer to meet (during normal business hours and upon reasonable prior notice to the Company, and only to the extent that such activities do not unreasonably disrupt the day to day operations of the Company and its Subsidiaries) through with the officers of the Company and any of its Subsidiaries responsible for the Financial Statements, the internal controls of the Company and any of its Subsidiaries, the disclosure controls and procedures of the Company and any of its Subsidiaries and the independent auditors of the Company to discuss such matters as the Buyer may deem reasonably necessary or appropriate for Buyer to satisfy its obligations under Applicable Law (xxviiincluding without limitation Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002). above.

Conduct of the Business. At all times prior to the Closing: (a) Subject Except as set forth on Schedule 5.02(a) 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, from the date of this Agreement to the limitations set forth in Section 5.1(b)Closing Date, Seller shall cause each of the Company will, and will cause its members, managers and employees Companies to, : (i) conduct the Business only in, and not take any action except in, the Ordinary Course of Business and in accordance with applicable Law; (ii) use commercially reasonable efforts to preserve conduct their business in the Company’s Ordinary Course of Business; (ii) to the extent consistent therewith, use commercially reasonable efforts to keep substantially intact their business organization and goodwill, preserve intact all rights of the Company to retain its employees, keep available the services of its officers, employees principal officers and consultants key employees; and maintain good relationships with employees, vendors, suppliers, customers and others having business relationships with it; (iii) make capital expenditures consistent with the Budgeted Capital Expenditures subject to applicable Lawsdeviations 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), confer except as set forth on a regular and frequent basis with representatives Schedule 5.02(b) or as required or expressly contemplated by the terms of this Agreement or consented to in writing by Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (ivwhich consent Buyer will not unreasonably withhold, delay or condition) or except as required by LawApplicable Law or any Governmental Body, Seller shall not take and shall not cause or permit any action that would renderof its Affiliates (including any Company) to do, or which reasonably may be expected to renderand shall prevent each of its Affiliates (including any Company) from doing, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover following, without the reasonably anticipated risks of the Company; (b) without first obtaining the prior written consent of BuyerBuyer (which consent shall not be unreasonably withheld, the Company will not, and will cause its members, officers, managers and employees not to, directly conditioned or indirectly with respect to the Company:delayed): (i) cancel or terminate amend the Company’s current insurance policies or allow any Charter Documents of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effectCompanies; (ii) issue any equity interest in any of the Companies or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any equity interest in any of the Companies; (iii) adopt 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, (B) in connection with actions that are not specifically targeted at Company Employees or (C) in the Ordinary Course of Business; provided, that, none of the Companies 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; (iv) grant to any officer or employee of 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 debts owed to or waive any material Claims or material rights of the 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 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 any securities a substantial portion of the equity interests or assets (which are material, individually or in the aggregate, to the Company) of, or by any other manner, any business or any Personcorporation, partnership, association or other business organization or division thereof; (iiixv) sell, transfer, lease, license or assign otherwise dispose of any assets of the Acquired Assets any Company, or any interest therein or otherwise permit any of assets expressly contemplated by the Acquired Assets or any interest therein Restructuring Agreement to become subject be transferred to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced prior to the date of this Agreement to the customers, suppliers or distributors of the Company, including providing promotions, coupons, discounts except inventory and obsolete or price increases; (vi) enter into any Contract (excess equipment or series other assets sold or disposed of related Contracts); (vii) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; (xii) declare, authorize or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000, individually or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any Ordinary Course of the customers, members, officers, employees or managers of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warrantyBusiness; (xvi) discharge amend in any Encumbrancematerial respect or terminate any Material Contract, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intent; (xvii) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms of its accounts or other payables or take enter into any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and Contract that would not violate be a Material Contract or that would otherwise require disclosure on the Company’s obligations under Schedules in response to the Letter of Intent; (xx) make representations and warranties made by Seller in Article III if entered into prior to the date hereof, or waive or assign any material change affecting right under any Material Contract or any other Contract disclosed on the BusinessSchedules prepared in response to the representations and warranties made by Seller in Article III, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) each case other than in the Ordinary Course of Business, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxivxvii) enter into any employment or collective bargaining agreement, written or orallease of real property solely used in, or modify substantially dedicated for use in, the terms Business, except in the Ordinary Course of Business (provided that any such existing agreementlease would not require consent of the counterparty to (x) assign to a Company or (y) consummate the transactions contemplated by this Agreement); (xxvxviii) fail to maintain make 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 Acquired Assets statute of limitations applicable to, or settle, compromise or surrender (or enter into any closing agreement with respect to), any material Tax liability or refund of any Company, except in good repair, order and condition, reasonable wear and tear exceptedeach case as required under the Ordinary Course of Business; (xxvixix) file a petition for bankruptcyexercise the option set forth in Section 6.2.3 of the PRB Agreement (as defined in the Subject Contract); or (xxviixx) enter into authorize any Contract of, or agreecommit or agree to take, whether in writing or otherwise, to take any of the actions described foregoing actions. (c) Nothing contained in Section 5.1(b)(i) through (xxvii)this Agreement shall give Buyer, directly or indirectly, the right to control or direct any Company’s operations prior to Closing. aboveEach 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. At all times prior to the Closing: (a) Subject to the limitations set forth in Section 5.1(b), the Company will, and will cause its members, managers and employees to, (i) conduct the Business only in, and not take any action except in, the Ordinary Course of Business and in accordance with applicable Law; (ii) use commercially reasonable efforts to preserve the Company’s business organization and goodwill, preserve intact all rights of the Company to retain its employees, keep available the services of its officers, employees and consultants and maintain good relationships with employees, vendors, suppliers, customers and others having business relationships with it; (iii) subject to applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) except as required by Law, not take any action that would render, or which reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company; (b) without first obtaining the written consent of Buyer, the Company will not, and will cause its members, officers, managers and employees not to, directly or indirectly with respect to the Company: (i) cancel or terminate the Company’s current insurance policies or allow any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (ii) acquire by merging or consolidating with, or by purchasing any securities or assets (which are material, individually or in the aggregate, to the Company) of, or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced prior to From the date of this Agreement to until the customers, suppliers or distributors earlier of the CompanyClosing or the termination of this Agreement pursuant to Section 7.1 (the “Interim Period”), including providing promotionsexcept as (i) otherwise expressly contemplated or expressly permitted by this Agreement, coupons(ii) set forth on Schedule 5.1(a), discounts or price increases; (viiii) enter into any Contract consented to in writing by Investor (or series of related Contracts); (vii) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; , delayed or conditioned), (xiiiv) declare, authorize required by any Lease or pay any dividends on, make any other distributions with respect to, Contract to which the Company or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000, individually or Subsidiaries is a party that is disclosed in the aggregate; Disclosure Schedules and made available to Investor or required by applicable Law, or (xivv) provide in connection with any creditExtraordinary Event Response, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of Parent shall cause the customers, members, officers, employees or managers Company and each of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable ’s Subsidiaries to use its commercially reasonable efforts to conduct its respective business in the Ordinary Course of Business (including with respect to the Company’s and its Subsidiaries’ management of their respective levels of working capital, levels of cash and cash equivalents, and capital expenditures, in each case in the Ordinary Course of Business), and Parent shall cause the Company and each of the Company’s Subsidiaries to use their respective commercially reasonable efforts to (A) preserve in all material respects the goodwill, reputation and present relationships with suppliers, customers, Governmental Bodies and others having significant business relationships with the Company or any of its Subsidiaries, and (B) not permitted to be discharged under the terms of the Letter of Intent; (xvii) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms of its accounts or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities and renew in the Ordinary Course of Business their respective insurance policies (or obtain replacement or substitute insurance policies providing substantially similar coverage) and material Permits. The failure to take any action prohibited by Section 5.1(b) shall be deemed not a breach by Parent of this Section 5.1(a). (b) During the Interim Period, except as (w) otherwise expressly contemplated or expressly permitted by this Agreement, (x) set forth on Schedule 5.1(b), (y) consented to in excess writing by Investor (such consent not to be unreasonably withheld, delayed or conditioned) or (z) required by applicable Law, Parent shall cause the Company and each of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under Subsidiaries not to: (i) amend or modify any of its Organizational Documents in a manner that would reasonably be expected to be adverse to Investor, the Letter Company or any of Intentits Subsidiaries; (xx) make any material change affecting the Business, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costscreate, such as advertisingissue, maintenance and repairsacquire, research and developmentreclassify, and training; combine, split, subdivide, redeem, sell, pledge, encumber or otherwise dispose of any of its Equity Interests or any options, warrants, convertible or exchangeable securities, subscriptions, rights, phantom equity, equity appreciation rights, calls or commitments with respect to its Equity Interests; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of BusinessBusiness consistent with the Company’s financing plan made available to Investor, change create, incur, assume or guarantee any Indebtedness other than, in each case, (A) in connection with any Extraordinary Event Response, (B) Existing Indebtedness and guarantees under Existing Indebtedness or (C) intercompany Indebtedness solely among the Company and its Subsidiaries or intercompany guarantees of Indebtedness of the Company or any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policiesSubsidiaries; (xxiiv) amend its Certificate merge or consolidate with any other Person or adopt a plan of Organization liquidation, dissolution, merger, consolidation or limited liability company agreementother reorganization; (xxiiv) split, combine (A) employ or reclassify retain any individual as an employee or consultant of the Company or any of its securities Subsidiaries, (B) adopt, enter into, or issue become required to contribute to, any Benefit Plan, (C) become subject to any collective bargaining agreement or authorize (D) accelerate the issuance vesting, funding or payment of any other securities in lieu ofcompensation or benefits, or in substitution formaterially increase the compensation payable to, its current issued and outstanding membership unitsany Company Service Provider; (xxiiivi) issue(A) acquire (whether by merger, stock or asset purchase or otherwise) any assets for consideration in excess of $25,000,000 in the aggregate (excluding any capital expenditures incurred in the Ordinary Course of Business) or (B) sell, dispose of or lease, sublease, license, encumber, grant any purchase options or authorize the issuancerights with respect to, sale, disposition or encumbrance otherwise dispose of, any interest of its assets with a market value in excess of $25,000,000 in the aggregate, other than purchases of equipment and sales of products of their respective business, or sales of services, in each case in the Ordinary Course of Business; (vii) make, change or revoke any material Tax election, settle or compromise any Tax claim or liability or claim for a refund of Taxes, change (or request any Governmental Body to change) any aspect of its securities or grantmethod of accounting for Tax purposes, change its annual Tax accounting period, enter into or accept any options, warrants, convertible securities closing agreement or other rights binding written agreement relating to acquire Taxes with any securities Governmental Body, file any amended Tax Return, surrender any claim for a refund of Taxes, file any Tax Return other than one prepared in a manner consistent with past practice, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment (other ownership interest than pursuant to an extension of time to file any Tax Return obtained in the Ordinary Course of Business); provided, however, that the foregoing limitations shall not apply with respect to any action (i) in respect of a consolidated, combined, unitary or similar income tax group of which Parent is the common parent or (ii) that would not reasonably be expected to have a material adverse impact on Investor as compared to the other members of the Company; (xxivviii) enter into declare or pay any employment dividend or collective bargaining agreement, written or oral, or modify distribution to the terms holders of any Equity Interests in such existing agreemententity (other than to the Company or a Subsidiary of the Company); (xxvix) fail to maintain take any other action that would require consent from Investor Member or Investor Director (in each case, as such terms are defined in the Acquired Assets Operating Agreement) under the Operating Agreement if the Operating Agreement were in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcyeffect as of the date of this Agreement; or (xxviix) enter into any Contract agree or agree, in writing or otherwise, commit to take any of the foregoing. (c) Notwithstanding the foregoing, Parent may cause or permit the Company during the Interim Period to take, and cause or permit the Company’s Subsidiaries to take, reasonable actions in accordance with Good Industry Practice, as reasonably necessary (i) in connection with any Emergency Situations, and (ii) to undertake any Extraordinary Event Response; provided, that Parent shall, upon the occurrence of any of the circumstances described above, as promptly as reasonably practicable, inform Investor in writing of such occurrence. No such actions under this Section 5.1(b)(i5.1(c) through taken in compliance with the foregoing shall be deemed to violate or breach this Agreement in any way, or serve as a basis for Investor to terminate this Agreement pursuant to Article VII or assert that any of the conditions to the Closing set forth in Article VI have not been satisfied. (xxvii). aboved) To the extent Parent requests consent from Investor pursuant to Section 5.1(a) or Section 5.1(b) and Investor has not responded within five Business Days of Investor receiving written notice of such request, Investor shall be deemed to have consented for the relevant matter.

Conduct of the Business. At all times prior to the Closing: (a) Subject Except (x) as consented to the limitations set forth in Section 5.1(bby Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will, and will cause its members, managers and employees to, (iy) conduct the Business only in, and not take any action except in, the Ordinary Course of Business and in accordance with applicable Law; (ii) use commercially reasonable efforts to preserve the Company’s business organization and goodwill, preserve intact all rights of the Company to retain its employees, keep available the services of its officers, employees and consultants and maintain good relationships with employees, vendors, suppliers, customers and others having business relationships with it; (iii) subject to applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) except as required or approved by Law, not take the Bankruptcy Code or any action that would render, or which reasonably may be expected to render, any representation or warranty made Orders entered by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company; (b) without first obtaining the written consent of Buyer, the Company will not, and will cause its members, officers, managers and employees not to, directly or indirectly with respect to the Company: (i) cancel or terminate the Company’s current insurance policies or allow any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (ii) acquire by merging or consolidating with, or by purchasing any securities or assets (which are material, individually or Bankruptcy Court in the aggregate, to the Company) of, or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced Chapter 11 Cases prior to the date of this Agreement or (z) as otherwise necessary to comply with applicable Law or as set forth on Section 5.01(b) of the Disclosure Schedules, from the date hereof until the Closing Date (or the earlier termination of this Agreement pursuant to Article 10), Sellers shall use commercially reasonable efforts to conduct the Business in the Ordinary Course and maintain in all material respect the goodwill associated with the Purchased Assets and Sellers’ business relationships with employees, customers, suppliers suppliers, vendors, clients, contractors and other Persons in connection with the Purchased Assets. (b) Except as otherwise contemplated by Section 5.01(a), as required by applicable Law or distributors as set forth on Section 5.01(b) of the CompanyDisclosure Schedules, including providing promotionswithout the prior written consent or express prior written direction of Buyer, couponsfrom the date hereof until the Closing Date (or the earlier termination of this Agreement pursuant to Article 10), discounts Sellers shall not: (i) sell, lease or price increaseslicense on an exclusive basis or otherwise create any Encumbrance (other than Permitted Encumbrances) or dispose of any Purchased Assets, other than (x) in the Ordinary Course and (y) sales and dispositions of obsolete or worn-out assets; (viii) enter into any Contract renew, materially amend or modify, terminate (or series of related Contractsother than automatically pursuant to its terms); (vii) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy rights under, or create any such ContractEncumbrance (other than a Permitted Encumbrance) on, any of the Material Contracts or any material Permits, in each case, other than in the Ordinary Course; (iii) change in any material respect their policies or practices regarding accounts receivable or accounts payable, except as required by Law, a change in GAAP (or authoritative interpretation thereof) or by a Governmental Authority; (iv) make any capital expenditures in excess of $100,000; (v) acquire any Person or all or substantially all of the assets of any Person or make any other investment outside the Ordinary Course; (vi) incur, assume or guarantee any indebtedness or Liability of any other Person in connection with the Purchased Assets, other than any indebtedness or Liability that will be repaid or assumed by Buyer under the terms hereof at or prior to the Closing or constitute an Excluded Liability; (vii) concede, settle, pay, discharge or satisfy any Proceedings that would constitute a Purchased Asset or Assumed Liability other than, following reasonable advance notice to Buyer, settlements (A) that do not only involve any material obligations on Sellers and (B) that would not have a material impact to the Business; (viii) violate terminate, let lapse or materially amend or modify any Law applicable material insurance policy maintained by any Seller or any of its Affiliates with respect to the Companyany Purchased Assets or any Assumed Liability; (ix) change or announce (A) sell, transfer, assign, abandon, cancel any change Purchased Intellectual Property that is material to the Company Products Business, (B) let lapse or fail to renew, continue to prosecute, protect or defend, or otherwise dispose of, any services sold by Purchased Intellectual Property that is material to the CompanyBusiness, or (C) enter into any Contract regarding the license, sublicense, agreement or permission to use any Purchased Intellectual Property that is material to the Business, other than non-exclusive license agreements in the Ordinary Course; (x) violate, terminate (A) fail to exercise any rights of renewal with respect to any Leased Real Property that by its terms would otherwise expire and such expiration would be material to the Business or amend (B) enter into any Seller Contract or Governmental Authorizationfor the sublease of Leased Real Property that is material to the Business; (xi) commence grant or announce (i) any Litigation increase in the compensation of any employee of Sellers or their Affiliates by more than three percent (3%) of such employee’s compensation as of the date of this Agreement (other than for (Aas a result of inflation adjustments) the routine collection of accounts receivable or (Bii) injunctive relief on any material increase to perquisites or benefits (whether through the grounds that payment of, agreement to pay or otherwise) of any employee of Sellers or their Affiliates, other than, in each case, increases required by applicable Law or required by the Company has suffered immediate and irreparable harm not compensable terms of Seller Plans in money damages if effect as of the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withhelddate hereof; (xii) declare, authorize or pay any dividends on, make any other distributions changes in any accounting methods, principles or practices in connection with respect tothe Purchased Assets or the Assumed Liabilities except as required by Law, by a change in GAAP (or redeem, repurchase authoritative interpretation thereof) or otherwise acquire any of its equity interestsby a Governmental Authority; (xiii) make any capital expenditure in excess of $50,000except as required by applicable Law, individually or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of the customers, members, officers, employees or managers of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess make, change, or rescind any material election or method of $25,000accounting relating to Taxes, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intent; (xvii) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms of its accounts or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; (xx) make file any material change affecting the Business, including but not limited to Tax Return (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Businessand pursuant to applicable Law) or amend any material Tax Return, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxivC) enter into any employment closing agreement relating to material Taxes, (D) surrender any material right or collective bargaining agreementclaim to a refund of Taxes or commence, written settle or oralcompromise any Tax claim or assessment, (E) consent to any extension or waiver of the statute of limitations period applicable to any Taxes, Tax Returns or Claims for Taxes, or modify (F) enter into any Tax allocation, sharing, indemnity or similar agreement or arrangement (other than any commercial agreement to be entered into in the terms Ordinary Course, the principal purpose of any such existing agreementwhich is not related to Taxes), in each case to the extent relating to the Purchased Assets, the Purchased Entities, the JV Entities or the Assumed Liabilities; (xxvxiv) fail to maintain enter into, materially amend, or terminate (other than for cause) (A) any Contracts with any Employees with base annual compensation in excess of $200,000 per annum or (B) any Assumed Plan or any other agreement, plan or arrangement that would be an Assumed Plan as in effect on the Acquired Assets in good repair, order and condition, reasonable wear and tear excepteddate hereof (including any Contracts for the administration of any Assumed Plan); (xxvixv) file terminate the employment of any employee with base annual compensation in excess of $200,000 per annum of a petition Purchased Entity or any Sellers other than for bankruptcycause; (xvi) except as agreed to in writing by Buyer, hire any individual with base annual compensation in excess of $200,000 per annum; (xvii) enter into, amend, terminate or negotiate to enter into or amend any Collective Bargaining Agreement; or (xxviixviii) enter into any Contract agree or agree, in writing or otherwise, commit to take do any of the actions described foregoing. (c) Notwithstanding the foregoing, nothing contained in this Agreement is intended to give Buyer, directly or indirectly, the right to control Sellers’ operations prior to the Closing Date. Any action taken, or omitted to be taken, by Sellers to comply with any Law issued by a Governmental Authority providing for business closures, “sheltering-in-place” or other restrictions in connection with the COVID-19 pandemic shall in no event be deemed to constitute a breach of this Section 5.1(b)(i5.01; provided that Sellers provide notice to Buyer as soon as reasonably practicable prior to taking (or omitting to take) through any such action or, to the extent not possible, as soon as reasonably practicable after taking (xxvii). aboveor omitting to take) any such action.

Conduct of the Business. At all times prior (a) During the period from the date hereof to the Closing: , except as expressly permitted or required by this Agreement, or as consented to in writing by Purchaser (asuch consent not to be unreasonably withheld, conditioned or delayed), Seller shall cause the Company to use its reasonable efforts, in a manner consistent with past practices, to (i) comply in all material respects with all applicable Laws and (ii) settle claims, collect premiums, make regulatory filings, prepare financial statements, file Tax Returns and take such other ordinary course measures as may be necessary to preserve intact the business of the Company. Subject to the limitations set forth in last sentence of this Section 5.1(b)5.1, from the Company willdate of this Agreement to the Closing, and will cause its members, managers and employees to, (i) conduct the Business only in, and not take any action except in, the Ordinary Course of Business and in accordance with applicable Law; (ii) use commercially reasonable efforts to preserve the Company’s business organization and goodwill, preserve intact all rights of the Company to retain its employees, keep available the services of its officers, employees and consultants and maintain good relationships with employees, vendors, suppliers, customers and others having business relationships with it; (iii) subject to applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) except as required by Law, not take any action that would renderexpressly permitted, contemplated or which reasonably may be expected to render, any representation or warranty made required by Seller in this Agreement untrue or wouldas set forth in Section 5.1 of the Seller Disclosure Schedule, or which reasonably may be expected to, prevent Seller shall cause the Company from performing or cause it not to perform do any of the following without Purchaser’s written consent (such consent not to be unreasonably withheld, conditioned or delayed): (i) sell, lease, encumber, transfer or otherwise dispose of any of its covenants hereunder; (v) pay all assets, properties or rights or acquire any assets, properties or rights having a purchase price, either individually or in the aggregate, in excess of $100,000, in each case other than purchasing and selling investments in the Company’s Liabilities and Taxes when due; and investment portfolio in accordance with the Investment Guidelines; (viii) maintain insurance coverage in amounts adequate grant any new equity awards to cover the reasonably anticipated risks any director, officer, employee or independent contractor of the Company; (biii) without first obtaining the written consent take any intentional action that results in a material Encumbrance, other than a Permitted Encumbrance, being imposed on any asset, property or right of Buyer, the Company will not, and will cause its members, officers, managers and employees not to, directly or indirectly with respect to the Company: (i) cancel or terminate the Company’s current insurance policies or allow any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (iiiv) acquire by merging enter into any agreement or consolidating withcommitment or make, authorize or by purchasing commit to make any securities or assets (which are materialcapital expenditures that exceed, individually or in the aggregate, to $100,000, except for capital expenditures in the amounts and for the purpose set forth in the Company) of, or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein ’s current capital expenditures budget as previously made available to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual PropertyPurchaser; (v) take forgive, cancel or compromise any action not announced prior material debt owed to the date of this Agreement to the customers, suppliers Company or distributors claim of the Company, including providing promotionsor waive or release any right of material value, couponsor modify the terms of, discounts or price increasesdefault under, any debt owed to the Company, in each case other than in connection with purchasing or selling investments in the Company’s investment portfolio in accordance with the Investment Guidelines; (vi) enter into make any Contract (loans, advances or series capital contributions to any other Person or assume, grant, guarantee or endorse, pledge or otherwise secure any assets or property or otherwise become responsible for the obligations of related Contracts)any Person, in each case other than in connection with purchasing or selling investments in the Company’s investment portfolio in accordance with the Investment Guidelines; (vii) enter into(A) hire any individual, (B) before the Designated Employee Date, terminate the employment of any Employee other than a Specified Employee (including without limitation by transferring any Employee to a business or permit division other than the Business), other than a termination for misconduct or other acts constituting good cause, (C) on or after the Designated Employee Date, terminate the employment of any of Designated Employee (including without limitation by transferring any Designated Employee to a business or division other than the assets owned Business), other than a termination for misconduct or used by it to become bound by, other acts constituting good cause or (D) adopt any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such ContractEmployee Benefit Plan; (viii) violate except in the ordinary course of business and consistent with past practice, enter into or assume any Law applicable to the CompanyContract or Company IP Agreement that would qualify as a Material Contract under Section 3.13(a); (ix) change modify or announce amend in any change material respect, transfer or assign or terminate or recapture or commute, any Material Contract or Reinsurance Contract existing on the date hereof, or waive, release or assign any material rights thereunder, or enter into or assume any Contract that would, if entered into prior to the date hereof, have been a Material Contract (for the avoidance of doubt, this clause (ix) shall not restrict the Company Products or any services sold by from entering in a Contract that would, if entered into prior to the Companydate hereof, have been a Reinsurance Contract); (x) violateadopt a plan of complete or partial liquidation or rehabilitation or authorize or undertake a dissolution, terminate rehabilitation consolidation, restructuring, recapitalization or amend other reorganization or create or acquire any Seller Contract or Governmental Authorizationsubsidiaries; (xi) commence issue, sell, convey, pledge, otherwise dispose of, encumber, repurchase, reclassify, split or redeem any Litigation capital stock or evidence of indebtedness or other than for (A) the routine collection securities, or grant any options, warrants, calls, rights or commitments or any other agreements of accounts receivable any character obligating it to issue any shares of capital stock or (B) injunctive relief on the grounds that other equity interests in the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent or any evidence of Buyer, such consent not to be unreasonably withheldindebtedness or other securities; (xii) repurchase, redeem or otherwise acquire, or grant any rights or enter into any Contracts or commitments to repurchase, redeem or acquire any outstanding shares of the capital stock or other securities of, or other ownership interests in, the Company, or declare, authorize set aside, make or pay any dividends ondividend, make any disbursement or other distributions distribution with respect to, to its capital stock or redeem, repurchase other securities or otherwise acquire any of its equity ownership interests; (xiii) make effect any capital expenditure in excess of $50,000recapitalization, individually reclassification or similar change in the aggregatecapitalization of the Company; (xiv) provide pay, settle or compromise any creditmaterial Tax claim, loanaudit or liability, advanceamend any material Tax Return, guarantymake, endorsementchange or revoke any material election related to Taxes, indemnitychange any taxable period or any Tax accounting method, warranty or mortgage enter into any material agreement relating to Taxes, consent to any Person, including any extension or waiver of the customerslimitations period applicable to any material Tax claim or assessment or surrender any right to claim a material Tax refund, membersoffset or other reduction in Tax liability, officers, employees or managers of in each case with respect to the Company; (xv) borrow from modify or amend its certificate of incorporation or by-laws or take or authorize any Person by way of a loanaction to wind up its affairs or dissolve, advancecompletely or partially liquidate, guarantymerge, endorsementconsolidate, indemnityrestructure, rehabilitate or warrantyotherwise reorganize; (xvi) discharge make any Encumbrance, indebtedness or investment other Liability (A) than in excess of $25,000, individually or in accordance with the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of IntentInvestment Guidelines; (xvii) change its credit practices, accounting methods merge or practices consolidate with any other Person or standards used to maintain its books, accounts acquire any other Person or business recordssubstantially all of the assets of any other Person or create any subsidiary; (xviii) enter into a new line of business, abandon or discontinue an existing line of business or surrender or relinquish or discontinue any certificate of authority, or change the terms of its accounts in any material respect existing products or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payablesservices; (xix) createabandon, incur modify, fail to renew, waive, terminate or become subject to let lapse any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intentmaterial Permit; (xx) make (A) increase (or undertake any obligations due to, or otherwise consent to, any material change affecting increase in) the Businesssalary, bonus or other compensation (including but not limited any severance, profit sharing, retirement or insurance benefits) payable to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets any Employee or the content employee benefits of advertisements any Employee, other than increases in base salary to non-officer Employees in the ordinary course of business and consistent with past practice, (B) amend, revise or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; change Employee titles or (vC) other than or enter into any Contract to do any of the foregoing, except in the Ordinary Course case of Business, change any each of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies(A)-(C) to the extent required by applicable Law; (xxi) amend its Certificate of Organization acquire or limited liability company agreemententer into any Lease or any direct or indirect interest in any real property; (xxii) split, combine fail to pay or reclassify satisfy when due any of its securities or issue or authorize the issuance of material liability when due and/or consistent with past practice (other than any other securities such liability that is being contested in lieu of, or in substitution for, its current issued and outstanding membership unitsgood faith); (xxiii) issue, sell, dispose settle or compromise any excess of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest loss claim for an amount in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Companyexcess of $250,000; (xxiv) enter into make any employment material change in its underwriting, reinsurance, claims administration, pricing, reserving, accounting or collective bargaining agreementinvestment practices or policies, written including changes to investment guidelines (except as required by Law, GAAP, SAP or oral, applicable actuarial rules or modify changes in the terms of any such existing agreementinterpretation by a Governmental Authority or enforcement thereof); (xxv) fail to maintain make any material change in internal accounting controls or disclosure controls or procedures (except as required by Law, GAAP, SAP or applicable actuarial rules or changes in the Acquired Assets in good repair, order and condition, reasonable wear and tear exceptedinterpretation by a Governmental Authority or enforcement thereof); (xxvi) file a petition release or put up reserves or reduce or increase ultimate loss estimates for bankruptcybusiness underwritten on or prior to June 30, 2018; or (xxvii) enter into any Contract take, or agreeagree or otherwise commit to take, in writing or otherwise, to take any of the actions described foregoing actions. Notwithstanding anything to the contrary herein, nothing in this Section 5.1(b)(i) through (xxvii). above5.1 shall restrict the Company in any way from purchasing and selling securities in its investment portfolio in accordance with the Investment Guidelines.

Conduct of the Business. At (a) From the date hereof until the Closing Date, the Company shall use its commercially reasonable efforts to conduct its business and the businesses of its Subsidiaries in the ordinary course of business (it being understood that a reasonable good faith action taken solely to address an extraordinary or unusual event occurring after the date of this Agreement and outside of the ordinary course of business shall not be deemed a breach of this clause), except (i) if the Purchaser or the Merger Sub shall have consented in writing (which consent will not be unreasonably withheld, conditioned or delayed), (ii) as otherwise contemplated or permitted by this Agreement; provided that, notwithstanding the foregoing or Section 7.01(b), (x) the Company and its Subsidiaries may use all times available cash to repay any Indebtedness or to make cash distributions or pay bonuses or dividends on or prior to the Closing:, (y) 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 and (z) 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 (iii) no action of any of the Company Joint Ventures shall be a breach of this Section 7.01 to the extent that the Company and the Company Subsidiaries do not control such action. (ab) Subject to From the limitations set forth in Section 5.1(b)date hereof until the Closing Date, the Company will, and will cause its members, managers and employees to, except (i) conduct as set forth on the Business only in, and not take any action except in, the Ordinary Course Conduct of Business and in accordance with applicable Law; Schedule, (ii) use commercially reasonable efforts to preserve the Company’s business organization and goodwillas otherwise contemplated or permitted by this Agreement, preserve intact all rights of the Company to retain its employees, keep available the services of its officers, employees and consultants and maintain good relationships with employees, vendors, suppliers, customers and others having business relationships with it; (iii) subject as consented to applicable Lawsin writing by the Purchaser or the Merger Sub (which consent will not be unreasonably withheld, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; conditioned or delayed), (iv) except as required by Law, not take any action that would render, or which reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of as required by any contract set forth on the Company’s Liabilities and Taxes when due; and Contracts Schedule, (vi) maintain insurance coverage as required in amounts adequate relation to cover the reasonably anticipated risks negotiation, documentation, performance, and consummation of the Company; Permitted Dispositions, or (bvii) without first obtaining any consents required to be obtained in relation to the written consent consummation of Buyerthe Merger, the Company will not, shall not and will shall cause its members, officers, managers and employees Subsidiaries not to, directly or indirectly with respect : (A) enter into any contract that would be required to be disclosed on the Company: (i) cancel or terminate the Company’s current insurance policies or allow any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (ii) acquire by merging or consolidating with, or by purchasing any securities or assets (which are material, individually or in the aggregate, to the Company) of, or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced Contracts Schedule if it had been entered into prior to the date of this Agreement to Agreement, except in the customersordinary course of business; (B) issue, suppliers sell or distributors deliver any units or shares of the Company, including providing promotions, coupons, discounts its or price increases; (vi) enter into its Subsidiaries’ equity securities or issue or sell any Contract (or series of related Contracts); (vii) enter securities convertible into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; (xii) declare, authorize or pay any dividends on, make any other distributions options with respect to, or redeemwarrants to purchase or rights to subscribe for, repurchase any units or otherwise acquire any shares of its or its Subsidiaries’ equity interests; securities; (xiiiC) increase the compensation, incentive arrangements, or other benefits to any officer or employee of the Company, except in the ordinary course of business; (D) effect any recapitalization, reclassification, equity dividend, equity split or like change in its capitalization; (E) amend its or its Subsidiaries’ certificate or articles of formation or incorporation; (F) make any redemption or purchase of any units or shares of its or its Subsidiaries’ equity securities, except in the ordinary course of business; (G) sell, assign or transfer any material portion of its tangible assets, except in the ordinary course of business or pursuant to any agreement set forth on the Contracts Schedule; (H) make any investment in excess of $5,000,000 in, or any loan in excess of $5,000,000 to, any other Person, except in the ordinary course of business or pursuant to any agreement set forth on the Contracts Schedule; (I) make any capital expenditure expenditures in excess of $50,000, 5,000,000 individually or $10,000,000 in the aggregate; aggregate or commitments therefor, except (xivx) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty in the ordinary course of business or mortgage to any Person, including any of the customers, members, officers, employees (y) for such capital expenditures or managers of commitments therefor that are reflected in the Company; ’s or its Subsidiaries’ current budget; (xvJ) borrow from make any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) loan in excess of $25,000500,000 to, individually or in enter into any other material transaction with, any of its directors, officers, or employees outside the aggregate, ordinary course of business except for Liabilities reflected payments of cash bonuses or reserved against in pursuant to any agreement set forth on the Latest Financial Statements Contracts Schedule or the Affiliated Transactions Schedule; (K) cease from making accruals for Taxes, vacation, and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms other customary accruals of the Letter of Intent; (xvii) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms of its accounts or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; (xx) make any material change affecting the Business, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (iiL) changes incur any Indebtedness for borrowed money that is secured by or otherwise results in discretionary costsa Lien upon the ownership rights or leasehold interest of the Company or its Subsidiaries in any real property owned, such other than any security interest or Lien that will be released or terminated as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitabilitythe Closing; or (vM) other than in the Ordinary Course of Business, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget agree or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights commit to acquire any securities or any other ownership interest in the Company; (xxiv) enter into any employment or collective bargaining agreement, written or oral, or modify the terms of any such existing agreement; (xxv) fail to maintain the Acquired Assets in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcy; or (xxvii) enter into any Contract or agree, in writing or otherwise, to take do any of the actions described in Section 5.1(b)(i) through (xxvii). aboveforegoing.

Conduct of the Business. At all times prior to the Closing: (a) Subject to the limitations set forth in Section 5.1(b), the Company will, and will cause its members, managers and employees to, (i) conduct the Business only in, and not take any action except in, the Ordinary Course of Business and in accordance with applicable Law; (ii) use commercially reasonable efforts to preserve the Company’s business organization and goodwill, preserve intact all rights of the Company to retain its employees, keep available the services of its officers, employees and consultants and maintain good relationships with employees, vendors, suppliers, customers and others having business relationships with it; (iii) subject to applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) except as required by Law, not take any action that would render, or which reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company; (b) without first obtaining the written consent of Buyer, the Company will not, and will cause its members, officers, managers and employees not to, directly or indirectly with respect to the Company: (i) cancel or terminate the Company’s current insurance policies or allow any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (ii) acquire by merging or consolidating with, or by purchasing any securities or assets (which are material, individually or in the aggregate, to the Company) of, or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced prior to From the date of this Agreement to and including the customersClosing Date, suppliers or distributors except as specifically contemplated hereby, Seller shall (and shall cause each of the CompanyCompanies to), including providing promotionsrespectively, coupons(i) conduct its Business in the ordinary course consistent with past practices, discounts (ii) use its best efforts to preserve intact its business organizations and relationships with third parties and (iii) use commercially reasonable best efforts to keep available the services of the present managers, officers and employees of its Business. Further, Purchaser and Seller, respectively, agree that: (a) each of them will (and Seller shall cause each of the Companies to) maintain its Records in the ordinary course and consistent with past practice and maintain internal controls to ensure that such Records accurately reflect the corporate transactions and operations of any of the companies during such period and (b) any director, manager, officer, agent, employee or price increasesother Person acting on behalf of the Companies, will not directly or indirectly, take any action or fail to take any action in each case that would result in the loss of the benefits of any of the Chile SMR Licenses or the Peru SMR Licenses ; provided, however, such action regarding the Chile SMR Licenses or the Peru SMR Licenses shall be agreed upon by the parties prior to taking such action. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, the Seller will ensure that the Companies shall not: (i) except for capital expenditures approved by the parties in accordance with this Section 5.2, or incurred in the ordinary course of business as presently conducted, acquire Assets from any Person having a value individually or in the aggregate in excess of US$25,000; (ii) sell, lease, license or otherwise dispose of any Assets, and any rights in connection thereto, except in the ordinary course consistent with past practices or as specifically contemplated in Section 5.2 hereof; (iii) issue or authorize any additional shares of capital stock or equity rights, rights, options, warrants, convertible securities, subscription rights, conversion rights, exchange rights or any agreements or commitments of any kind that would require to issue any shares of capital stock or equity rights (or securities convertible or exchangeable into such shares or equity rights) except in connection with the elimination of intercompany balances as described in Section 5.19 hereof; (iv) except in connection with the satisfaction of intercompany balances among Seller and the Companies, as specifically contemplated in Section 5.19 hereof, make any payments of dividends or other distributions with respect to its capital stock; (v) except as approved by the parties, incur any Liabilities in excess of US$25,000 or guarantee any Liabilities of any Person; nor (vi) enter into any Contract (employment, consulting or series similar agreement having a value in excess of related Contracts); (vii) enter intoUS$5,000 monthly or US$25,000 per year in the aggregate, grant or amend any severance or termination package, or permit establish or amend any Plan, except in connection with the service contracts referred to in Exhibit 3.15(b). In the event Seller believes it necessary to make capital infusions into any of the assets owned Companies, for the benefit of the Companies, between the date hereof and the Closing Date, or used by it to become bound byincur any other reasonable costs related to the Companies, Seller will consult with Purchaser prior to incurring these expenses and will obtain approval from Purchaser, which approval shall not be untimely or unreasonably withheld; provided, however, that Seller may make any Contract that is such infusions or would constitute incur in any such costs without Purchaser's consent if failure to so make or incur may cause a Material ContractAdverse Effect on any of the CCC Peru Channels, the Chilean Companies Channels, the CCC Peru Concessions, the Chilean Companies Concessions or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any the Cayman Companies' Business. Any such Contract; (viii) violate any Law applicable additional payments of capital agreed upon by the Parties shall be added to the Company; (ix) change or announce Purchase Price and the Closing Purchase Price shall be adjusted accordingly. Seller shall not make any change loans to the Company Products or any services sold by Companies between the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) date of this Agreement and the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained Closing Date without the prior written consent of BuyerPurchaser. Notwithstanding the foregoing, the parties agree and acknowledge that prior to the Closing Date, in connection with the satisfaction of intercompany balances pursuant to Section 5.19, the Cayman Companies shall transfer all their direct and indirect interests in Latco Cayman Corporation, Radio Trunking de El Salvador S.R.L., C.V., Centennial Comm. de El Salvador, S.R.L., C.V., and C-Comunica to Seller in partial satisfaction of such consent not companies' intercompany balances pursuant to be unreasonably withheld; Section 5.19 hereof (xii) declarethe "Divestitures"). Seller shall indemnify, authorize or pay protect and hold harmless Purchaser and the Companies pursuant to Section 9.1 hereof from and against and in respect of any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000, individually or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Personadverse effects, including any of tax implications, on the customers, members, officers, employees transactions contemplated herein or managers of upon the Company; (xv) borrow Companies resulting from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intent; (xvii) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms of its accounts or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; (xx) make any material change affecting the Business, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Business, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxiv) enter into any employment or collective bargaining agreement, written or oral, or modify the terms of any such existing agreement; (xxv) fail to maintain the Acquired Assets in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcy; or (xxvii) enter into any Contract or agree, in writing or otherwise, to take any of the actions described in Section 5.1(b)(i) through (xxvii). aboveDivestitures.

Conduct of the Business. At all times prior to the Closing: (a) Subject to From the limitations set forth in Section 5.1(b)date hereof until the Closing Date, the Company willshall conduct, and will cause its members, managers and employees to, (i) conduct each of the Business only in, and not take any action except in, the Ordinary Course of Business and in accordance with applicable Law; (ii) Sellers shall use commercially reasonable efforts to preserve in a manner consistent with such Seller's prior involvement in the Company’s business organization and goodwill, preserve intact all rights operations or management of the Company to retain cause the Company to conduct, its employees, keep available business and the services businesses of its officersSubsidiaries in the ordinary course of business, employees except (i) if the Purchaser shall have consented in writing (which consent will not be unreasonably withheld, conditioned or delayed) or (ii) as otherwise required or contemplated by this Agreement; provided that, notwithstanding the foregoing, (x) no action by the Company or its Subsidiaries with respect to matters specifically addressed by any other provision of this Section 8.01 shall be deemed a breach of this Section 8.01(a), unless such action would constitute a breach of one or more of such other provisions, and consultants (y) for the avoidance of doubt, any action reasonably necessary to be taken to consummate the Restructuring Transactions in accordance with Section 1.01(a) shall not be deemed a breach of this Section 8.01(a); provided further that, notwithstanding the foregoing, the Company and maintain good relationships its Subsidiaries' failure to take any action prohibited by Section 8.01(b) shall not be a breach of this Section 8.01(a). Notwithstanding the foregoing, the Sellers shall have no liability for breaches of this Section 8.01(a) if the transactions contemplated by this Agreement are not consummated (except, with employeesrespect to any Seller, vendorsin the event that the transactions contemplated by this Agreement are not consummated due to the Willful Breach of such Seller in connection with such breach). For the avoidance of doubt, suppliersnothing in the prior sentence of this Section 8.01(a) shall limit the liability of the Company for a breach of this Section 8.01(a). (b) From the date hereof until the Closing Date, customers and others having business relationships with it; except (iiiu) subject as set forth on the Conduct of Business Schedule, (v) as otherwise required or contemplated by this Agreement, (w) as consented to applicable Lawsin writing by the Purchaser (which consent will not be unreasonably withheld, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; conditioned or delayed), (ivx) except as required by Law, not take (y) as required by any action that would rendercontract set forth on the Contracts Schedule, or which reasonably may be expected (z) to renderconsummate the Restructuring Transactions as specifically set forth in Section 1.01(a), any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Blocker Corp and Company shall not and the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company; (b) without first obtaining the written consent of Buyer, the Company will not, and will shall cause its members, officers, managers and employees Subsidiaries not to, directly or indirectly with respect to the Company: (i) cancel issue, sell or terminate the Company’s current insurance policies deliver any units, interests, shares or allow any other equity or profit or similar interest in it or in any of its Subsidiaries, or issue or sell any instruments convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effectforegoing; (ii) acquire by merging or consolidating with, or by purchasing any securities or assets (which are material, individually or in the aggregate, except as required pursuant to the Company) of, or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced prior to the date of this Agreement to the customers, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increases; (vi) enter into any Contract (or series of related Contracts); (vii) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; (xii) declare, authorize or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000, individually or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of the customers, members, officers, employees or managers of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of any Plan in effect as of the Letter of Intent; date hereof, (xviia) change its credit practicesincrease, accounting methods fund (or practices or standards used to maintain its books, accounts or business records; (xviiisecure the payment of) change the terms of its accounts or other payables or take any action directly to accelerate the vesting or indirectly to cause or encourage payment of any acceleration or delay in the payment or generation of its accounts compensation, incentive arrangements, or other payables; benefits or severance of any officer or employee of the Company or its Subsidiaries, (xixb) createbecome a party to, incur establish, materially amend, commence participation in or become subject to terminate any Liability, contingent material Plan or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and any arrangement that would not violate the Company’s obligations under the Letter of Intent; have been a material Plan had it been entered into prior to this Agreement, (xxc) make grant any material change affecting the Business, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Business, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu ofnew awards, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxiv) enter into any employment or collective bargaining agreement, written or oral, amend or modify the terms of any outstanding awards, under any Plan, (d) hire any employee or engage any independent contractor (who is a natural person) with base salary compensation or consulting fees in excess of $250,000 per annum, (e) terminate the employment of any officer other than for cause or terminate employees in such existing numbers as would trigger any liability under the WARN Act or (f) become a party to, establish, or commence participation in any collective bargaining or similar agreement; (xxviii) fail to maintain the Acquired Assets effect any recapitalization, reclassification, equity dividend, equity split or like change in good repair, order and condition, reasonable wear and tear exceptedits capitalization; (xxviiv) amend its or its Subsidiaries' certificate or articles of formation or incorporation; (v) make any redemption or purchase of any units or shares (or similar equity or profit or similar interests) of its or its Subsidiaries' equity securities or make any non-cash distributions with respect to such units or shares (or similar equity, profit or similar interests); (vi) sell, assign, transfer, mortgage, encumber, allow a Lien to be placed on or otherwise dispose of or discontinue any material portion of its assets, except (A) in the ordinary course of business or (B) pursuant to any agreement set forth on the Contracts Schedule; (vii) make any investment in excess of $500,000 in, or any loan in excess of $1,000,000 to, any other Person, except in the ordinary course of business, to a wholly owned Subsidiary of the Company, or pursuant to any agreement set forth on the Contracts Schedule; (viii) make capital expenditures in excess of $100,000 individually or $500,000 in the aggregate or commitments therefor, except for such capital expenditures or commitments therefor that are reflected in the Company's or its Subsidiaries' current budget; (ix) make any loan in excess of $250,000 to, or enter into any other transaction with, any of its directors, officers, or employees outside the ordinary course of business except for payments of cash bonuses or pursuant to any agreement set forth on the Contracts Schedule or the Affiliated Transactions Schedule; (x) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or enter into a joint venture or agree to acquire the assets or operations of any Person; (xi) enter into any new line of business or change its operating policies or practices, except (A) as required by applicable Law or (B) for immaterial adjustments to such policies or practices made in the ordinary course; (xii) incur any additional Indebtedness (A) in excess $500,000 in the aggregate or (B) other than in the ordinary course; (xiii) commence, settle or compromise any proceeding, except for a proceeding that is settled or compromised in the ordinary course in an amount or for consideration not in excess of $100,000 and that would not impose any restriction on the business of it or any of its Subsidiaries or, after the Closing Date, the Purchaser; (xiv) terminate, enter into, amend, modify, extend or renew any contract set forth on the Contracts Schedule or that is a contract described in Section 4.10, except for (A) agreements entered into by the Company or its Subsidiaries after the date hereof in accordance with this Section 8.01 and (B) any Investment Advisory Contracts entered into in the ordinary course of business; (xv) make, amend, or revoke any material election relating to Taxes; adopt or change any material accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; surrender any right to claim a petition refund of Taxes; settle or compromise any material claim or assessment relating to Taxes, take any other action with respect to Taxes which is reasonably likely to result in a material increase in the Tax liability of the Blocker Corp for bankruptcyany taxable period (or portion thereof) ending after the Closing Date; (xvi) grant any license with respect to, permit the lapse of, or enter into, modify or terminate, any agreement relating to any material Intellectual Property; (xvii) implement or adopt any change in (A) its accounting principles, practices or methods, other than as may be required by GAAP or applicable Law, or (B) the scope or schedule of its auditing activities; (xviii) intentionally delay or postpone in any material respect the payment of any account payable, commission or similar liability or obligation outside of the ordinary course of business; (xix) intentionally accelerate or take steps to affect the acceleration prior to Closing of sales or the collection of accounts or notes receivable that would otherwise be expected to occur after the Closing; (xx) fund co-investments in excess of $2 million in the aggregate (such amounts, including any excess amounts approved as set forth in this Section 8.01, the "Interim Co-Investment Amounts"); (xxi) enter into an agreement to, or otherwise commit to do, any of the foregoing; or (xxviixxii) enter into any Contract or agree, in writing or otherwise, to take any action that would result in the Company or any of its Subsidiaries (including Xxxxxxxx UK) being required to obtain managing or marketing authorization pursuant to the actions described in Section 5.1(b)(i) through European Union Alternative Investment Fund Managers Directive (xxvii2011/61/ EU). above.

Conduct of the Business. At all times prior to the Closing: (a) Subject to From the limitations set forth in Section 5.1(b)date hereof until the Closing Date, the Company willshall, and will shall cause each of its members, managers and employees Subsidiaries to, : (i) conduct its business and the Business only in, and not take any action except in, businesses of its Subsidiaries in the Ordinary Course ordinary course of Business and in accordance with applicable Law; business; (ii) use its commercially reasonable efforts to preserve the Company’s business organization and goodwill, preserve intact all rights of the Company to retain its employees, keep available the services of its officers, employees and consultants and maintain good relationships with employeesits customers, vendors, suppliers, customers suppliers and others having material business relationships dealings with it; it such that its business will not be impaired; (iii) subject maintain its properties, machinery and equipment in the ordinary course of business and use its commercially reasonable efforts to applicable Lawsmaintain its properties, confer on a regular machinery and frequent basis with representatives of Buyer to report operational matters equipment in good operating condition and the general status of ongoing operations as requested by Buyerrepair; and (iv) except 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 required otherwise expressly contemplated by Lawthis Agreement; provided that, not 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 that would render, or which reasonably may be expected to render, any representation or warranty made prohibited by Seller in Section 6.01(b) shall not constitute a breach of this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company;Section 6.01(a). (b) without first obtaining From the written date hereof until the Closing Date, except as otherwise expressly contemplated by this Agreement or consented to in writing by the Purchaser (which consent of Buyerwill not be unreasonably withheld, conditioned or delayed), the Company will not, shall not and will shall cause each of its members, officers, managers and employees Subsidiaries not to, directly or indirectly with respect to the Company: (i) cancel materially change its accounting methodologies, practices or terminate the Company’s current insurance policies or allow any of the coverage thereunder to lapseprinciples, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater other than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effectas required by GAAP; (ii) acquire by merging establish any new or consolidating withamend in any material respect any existing cash management policies, including delaying or by purchasing postponing the payment of any securities accounts payable or assets (which are materialaccelerating the collection of any accounts receivable, individually or other than in the aggregate, to the Company) of, or by any other manner, any business or any Personordinary course of business; (iii) issue, sell, transferdeliver pledge, leaseencumber, license transfer or assign otherwise dispose of any units or shares of the Acquired Assets its or its Subsidiaries’ equity securities or any interest therein securities convertible into, or otherwise permit any of the Acquired Assets options with respect to, or warrants to purchase or rights to subscribe for, or any interest therein other right of any kind to become subject to acquire, any Encumbrance units or shares of its or its Subsidiaries’ equity securities or any bonds (other than Permitted Encumbrancesperformance or similar bonds) or debt securities; (iv) grant incur, assume or refinance any license or sublicense Indebtedness, other than indebtedness for borrowed money incurred in the ordinary course that will be prepayable at the Closing and 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 any rights under or with respect such incurrence at least two (2) Business Days prior to any Acquired Intellectual Propertysuch incurrence; (v) take mortgage or pledge or place any action not announced prior to the date Lien on any substantial portion of this Agreement to the customersits assets, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increasesexcept Permitted Liens; (vi) enter into effect any Contract (recapitalization, reclassification, equity dividend, equity split or series of related Contracts)like change in its capitalization; (vii) enter intobe party to any merger, acquisition, consolidation, liquidation, dissolution or similar transaction, or permit any purchase a substantial equity interest in or substantial portion of the assets owned or used by it to become bound byof, any Contract that is business or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such ContractPerson; (viii) violate any Law applicable to the Companyamend its or its Subsidiaries’ certificate or articles of formation or incorporation, bylaws or other similar organizational documents; (ix) change make any redemption or announce purchase of any change to the Company Products units or any services sold by the Companyshares of its or its Subsidiaries’ equity securities; (x) violatesell, terminate assign, dispose of or amend transfer any Seller Contract of its tangible assets, except inventory in the ordinary course of business or Governmental Authorizationpursuant to any agreement set forth on Schedule 4.09, or voluntarily place any Lien on its assets other than Permitted Liens; (xi) commence (i) sell or assign any Litigation Intellectual Property, (ii) license or sublicense any Intellectual Property other than for (A) in the routine collection ordinary course of accounts receivable business in connection with the sale, rental or lease of the Company’s products, or (Biii) injunctive relief on abandon or permit the grounds that lapse of any Intellectual Property other than, in the Company has suffered immediate case of this clause (iii), in the ordinary course of business, including in connection with the ordinary course prosecution of patent applications and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheldtrademark applications consistent with past practice; (xii) declare, authorize or pay any dividends on, make any other distributions with respect 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 Company in the ordinary course of business or redeem, repurchase or otherwise acquire pursuant to any of its equity interestsagreement set forth on Schedule 4.09; (xiii) make any capital expenditure in excess of $50,000amend or modify, individually or other than in the aggregateordinary 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 be set forth on Schedule 4.09 or enter into, other than in the ordinary course of business, any agreement which, if in effect as of the date hereof, would be required to be listed in Schedule 4.09; (xiv) provide other than as required under any creditEmployee Benefit Plan as in effect prior to the date hereof or to comply with applicable Law, loan, advance, guaranty, endorsement, indemnity, warranty (A) increase the compensation or mortgage benefits payable to any Person, including any of the customers, membersCompany’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 managers equal to $150,000 in the ordinary course of business, consistent with past practice, which increases shall not exceed 3% in any individual case (B) 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 any of the Company’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; (xv) borrow from make or authorize any Person by way capital expenditures in excess of a loan$500,000 individually or $1,000,000 in the aggregate or commitments therefor, advance, guaranty, endorsement, indemnity, except for such capital expenditures or warrantycommitments therefor that are reflected in the Company’s or its Subsidiaries’ current budget delivered to Purchaser prior to the date hereof; (xvi) discharge make any Encumbrance, indebtedness or other Liability (A) loan in excess of $25,000100,000 to, individually or in the aggregateenter into any other material transaction with, any of its directors, officers, or employees except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted pursuant to be discharged under the terms of the Letter of Intentany agreement set forth on Schedule 4.17; (xvii) change its credit practicessettle, accounting methods compromise or practices otherwise resolve any pending or standards used to maintain its booksThreatened claim, accounts suit, action, charge, citation, proceeding, investigation or business recordsarbitration 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) change settle or compromise any material Tax liability, amend any material Tax Return, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the terms of its accounts limitation period applicable to any Tax claim or assessment (other payables 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 take make any action directly or indirectly material election with respect to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables;Taxes; or (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; (xx) make any material change affecting the Business, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Business, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxiv) enter into any employment agreement or collective bargaining agreementotherwise commit, written or oral, or modify the terms of any such existing agreement; (xxv) fail to maintain the Acquired Assets in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcy; or (xxvii) enter into any Contract or agree, whether in writing or otherwise, to take any of the types of actions described in this Section 5.1(b)(i) through (xxvii6.01(b). above.

Conduct of the Business. At all times prior to the Closing: (a) Subject to During the limitations period from the date of this Agreement until the Closing (or until the earlier termination of this Agreement in accordance with Section 8.1), except (i) as required by Applicable Law or required by any Governmental Authority; (ii) as expressly permitted or required under this Agreement; (iii) as set forth in Section 5.1(b5.1(a) of the Seller Disclosure Schedule; (iv) any action taken in connection with disaster recovery, response or mitigation (including with respect to any epidemic, pandemic or disease outbreak (including the COVID-19 virus)) or related emergency response efforts with the intention of minimizing any adverse effect resulting from such efforts or (v) as otherwise consented to or waived in writing by Purchaser (which 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 willand 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 will shall cause the Target Company and its membersSubsidiaries to, managers and employees use commercially reasonable efforts to, (iA) conduct carry on the Business only inin 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 not take any action except in, the Ordinary Course of Business and in accordance with applicable Law; (ii) use commercially reasonable efforts to preserve the Company’s business organization and goodwill, preserve intact all rights of the Company to retain its employees, keep available the services of its officers, officers and key employees and consultants (y) shall not, and maintain good relationships with employeesshall 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, vendorssell, supplierspledge, customers and others having business relationships with it; 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) subject to applicable Lawsdeclare or pay any dividend or make any other distribution (whether in cash, confer on stock or property) in respect of any Target Equity Interests, or effect a regular and frequent basis with representatives reduction of Buyer to report operational matters and the general status capital of ongoing operations as requested by Buyer; the Target Company; (iv) except as required 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; (viii) make any capital expenditures exceeding $25,000 per expenditure or $100,000 in the aggregate for, by Lawor on behalf of the Target Company or its Subsidiaries; (ix) make any loan to (or forgive any loan to) or enter into any other transactions with any of the Business Employees; (x) abandon, not allow to lapse, fail to maintain, transfer, assign, dispose of 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, consultants or partners in the ordinary course of business consistent with past practices) under or with respect to, or xxxxx x Xxxx (other than a Permitted Lien) on any Intellectual Property Rights included in the Business IP that are material to the Business; (C) disclose any material Confidential Information of the Target Company or any of its Subsidiaries to any Person (other than pursuant to written confidentiality agreements entered into in the ordinary course of business that contain reasonable protections to preserve all rights therein); (D) take any action, 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); (xi) take any action that would renderresult in the Target Company having one or more Subsidiaries (other than as listed on Section 3.1(e) of the Seller Disclosure Letter), or which reasonably may be expected to render, acquire any representation or warranty made by Seller equity interests in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Companyany other Person; (b) without first obtaining the written consent of Buyer, the Company will not, and will cause its members, officers, managers and employees not to, directly or indirectly with respect to the Company: (i) cancel or terminate the Company’s current insurance policies or allow any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (iixii) acquire by merging merger or consolidating consolidation with, or by purchasing any securities purchase of a substantial portion of the assets or assets (which are material, individually or in the aggregate, to the Company) business of, or by any other manner, any business Person or any division or line of business thereof, or otherwise 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; (iiixiii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense adoption of any rights under plan of merger, consolidation, or reorganization by or with respect to the Target Company or its Subsidiaries, file a petition in bankruptcy under any Acquired Intellectual Propertyprovisions 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; (vxiv) take other than in the ordinary course of business consistent with past practice, amend, modify, waive or terminate, in each case, in any action not announced material respect, any material right under any existing Material Contract, or enter into any contract that would, if entered into prior to the date of this Agreement to the customershereof, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increases; (vi) enter into any Contract (or series of related Contracts); (vii) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would 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 accelerateits Subsidiaries as the terms thereof on the date of this Agreement; provided, suspendhowever, terminatethat in no event shall the Target Company or its Subsidiaries enter into, amend, modify, cancel waive or waive terminate, in each case, a Material Contract referred to in Section 3.15(a)(ii) or enter into any material right or remedy undercontract that would, any such Contract; (viii) violate any Law applicable if entered into prior to the Company; (ix) change or announce any change date hereof, constitute a Material Contract referred to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; (xii) declare, authorize or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000, individually or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of the customers, members, officers, employees or managers of the CompanySection 3.15(a)(ii); (xv) borrow from grant any Person by way increase in the compensation payable to the Business Employees, except increases granted in the ordinary course of a loan, advance, guaranty, endorsement, indemnitybusiness and consistent with past practices, or warrantyincreases required by Applicable Law or any Employee Plan; (xvi) discharge other than as required under Applicable Law, adopt, amend in any Encumbrancematerial respect or terminate any Employee Plan that is maintained, indebtedness entered into or sponsored by the Target Company or its Subsidiaries other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) than an Employee Plan not permitted to be discharged under the terms of the Letter of Intenthaving contractual effect; (xvii) change its credit practicesenter into any severance agreement with, accounting methods or practices grant any severance or standards used termination payment to, any Business Employee or individual independent contractor providing services primarily to maintain its booksthe Business other than as required by Applicable Law, accounts any Employee Plan or business recordsany agreement in effect on the date hereof; (xviii) change the terms of its accounts hire, engage or other payables or take terminate without cause any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not Employee having an annual base salary in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent100,000; (xxA) make grant any material change affecting the Businessmost favored nation pricing, including but not limited rebate or volume discount arrangement to (i) changes in wholesaler alignmentsany customer, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (vB) other than in the Ordinary Course ordinary course of Businessbusiness, make any material change in the manner in which the Target Company or any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget Subsidiaries markets its products or product acquisition policies; (xxi) amend its Certificate of Organization extend discounts or limited liability company agreement; (xxii) split, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights credits to acquire any securities or any other ownership interest in the Company; (xxiv) enter into any employment or collective bargaining agreement, written or oral, or modify the terms of any such existing agreement; (xxv) fail to maintain the Acquired Assets in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcycustomers; or (xxviixx) enter into any a Contract or agree, in writing or otherwise, otherwise agree to take any of the actions described foregoing actions, or take any action that would result in Section 5.1(b)(iany of the foregoing. (b) through Nothing contained in this 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 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 (xxviiincluding, but not limited to as set forth in the CMA Final Order). above, complete control and supervision over the Target Company’s or its Subsidiaries’ operations.

Conduct of the Business. At all times prior to the Closing: (a) Subject to Section 5.01(b), during the limitations period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to Section 7.01 and the Closing (the “Pre-Closing Period”), except (i) as set forth on Section 5.01 of the Seller Disclosure Schedule, (ii) as expressly permitted or expressly required by this Agreement or any Ancillary Document, (iii) as required by applicable Law or Educational Law or (iv) as consented to in Section 5.1(badvance by Purchaser in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall and shall cause each member of the Company will, and will cause its members, managers and employees to, Group to (iA) conduct the Business only in the ordinary course of business in all material respects, (B) use commercially reasonable efforts to maintain material Educational Approvals it currently holds (for clarity, with respect to Seller, such Educational Approvals related to the Business), (C) use commercially reasonable efforts to maintain in full force and effect all Insurance Policies or equivalent insurance or replacements thereof without gaps in, and not take or loss of, coverage in any action except inmaterial respect, the Ordinary Course of Business and in accordance with applicable Law; (iiD) use commercially reasonable efforts to preserve the Company’s intact its present business organization and goodwill, preserve intact all rights the material business relationships of the Company to retain Business (including with its employeescustomers, keep available the services of its students, instructors, suppliers, distributors, licensors, licensees, officers, employees and consultants key contractors and maintain good relationships with employeesapplicable Governmental Authorities and Educational Agencies), vendors, suppliers, customers and others having business relationships with it; (iiiE) subject provide prompt notice to applicable Laws, confer Purchaser if any Service Provider set forth on a regular and frequent basis with representatives Section 5.01(a)(E) of Buyer the Seller Disclosure Schedule provides written notice to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) except as required by Law, not take any action that would render, or which reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing Group or cause it Seller that such Service Provider will terminate such Service Provider’s employment with the Company Group or Seller (as applicable) and (F) use commercially reasonable efforts (which shall not require any new payments or other concessions) to perform its covenants hereunder; (v) pay all encourage members of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks Board of Directors of the Company;University as of the date hereof to remain on the Board of Directors of the University and provide prompt notice to Purchaser if any member of the Board of Directors of the University provides written notice to the University or Seller that such member will terminate such member’s services as a member of the Board of Directors of the University. (b) without first obtaining Notwithstanding anything to the written contrary set forth herein, including in Section 5.01(a), during the Pre-Closing Period, except (i) as set forth on Section 5.01 of the Seller Disclosure Schedule, (ii) as expressly permitted or expressly required by this Agreement or any Ancillary Document, (iii) as required by applicable Law or Educational Law or (iv) as consented to in advance by Purchaser in writing (which consent of Buyershall not be unreasonably withheld, the Company will conditioned or delayed), Seller shall not, and will cause its members, officers, managers and employees not to, directly or indirectly with respect to the CompanyCompany Group, the Business, the Service Providers and any assets or properties used or held for use by the Company Group, and shall cause each member of the Company Group not to: (i) cancel or terminate adopt any amendments to the CompanyCompany Group’s current insurance policies or allow any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effectOrganizational Documents; (ii) adopt a plan of complete or partial liquidation or dissolution (or resolutions providing for or authorizing the same) of Seller or the Company Group or otherwise reorganize or restructure or permit the reorganization or restructuring of Seller or the Company Group or declare bankruptcy, file for receivership or consent or fail to object to the appointment of a trustee or receiver; (iii) establish a record date for, declare, set aside, make or pay any dividends on or make any other distributions (whether in securities, property or any combination thereof) in respect of the Equity Interests of the Company Group, except for cash dividends or cash distributions by a member of the Company Group solely to another member of the Company Group or to Seller or its Affiliates to the extent in compliance with Section 5.24; (iv) (A) adjust, split, combine or reclassify or otherwise amend the terms of the Equity Interests of the Company Group or authorize the issuance of any Equity Interests of the Company Group in respect of, in lieu of or in substitution for any other Equity Interests of the Company Group or (B) purchase, redeem or otherwise acquire, directly or indirectly, any Equity Interests of the Company Group; (v) issue, deliver, grant, sell, authorize, pledge or otherwise encumber any Equity Interests of the Company Group, or subscriptions, rights, warrants or options to acquire any Equity Interests of the Company Group, or enter into other agreements or commitments of any character obligating it to issue any Equity Interests of the Company Group; (vi) (A) form any Subsidiary of the Company or the Company Subsidiary, (B) acquire or agree to acquire, directly or indirectly, by merging or consolidating with, or by purchasing any securities equity or voting interest in or any assets (which are material, individually or in the aggregate, to the Company) of, or by any other manner, any business or any Person; Person or division thereof, or otherwise acquire or agree to acquire any assets (iiiother than the acquisition of assets in the ordinary course of business) or (C) transfer, sell, transfer, lease, exclusively out license or assign any otherwise dispose of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced prior to the date of this Agreement to the customers, suppliers or distributors of the Companyencumber material assets, including providing promotionsby merger consolidation, coupons, discounts asset sale or price increases; other business combination; provided that this clause (viC) enter into any Contract (shall not prevent the sale of inventory by the Company Group in the ordinary course of business or series sales of related Contracts)assets valued with a value of less than $250,000 individually and $1,000,000 in the aggregate; (vii) enter into, into any new line of business or permit abandon any line of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contractbusiness; (viii) violate other than transactions solely among members of the Company Group, mortgage or pledge any Law applicable of its material properties or assets (tangible or intangible), or create, assume or suffer to the Companyexist any material Liens thereupon other than Permitted Liens; (ix) change sell, assign, transfer, convey, lease, abandon, allow to lapse or announce expire or otherwise dispose of any change to material rights, assets or properties of the Company Products or any services sold by outside the Companyordinary course of business; (x) violate(A) transfer, terminate covenant not to assert, grant or agree to grant in the future any rights to any Person (other than the Company Group) with respect to any Owned Intellectual Property, other than non-exclusive licenses or similar non-exclusive covenants or grants in the ordinary course of business, fail to diligently prosecute any Owned Registered IP or permit any Owned Registered IP to be abandoned or expire (other than statutory expirations), (B) disclose any of the Company’s or Company Subsidiary’s trade secrets, other than pursuant to reasonable non-disclosure agreements or other reasonable confidentiality arrangements entered into in the ordinary course of business, or (C) destroy, alter, dispose of or amend any physical embodiments of any material Intellectual Property to be licensed by Seller Contract or Governmental Authorizationits Affiliates (other than the Company Group) to Purchaser or the Company Group pursuant to the IP Assignment and License; (xi) commence any Litigation other than except for (A) transactions solely among members of the routine collection of accounts receivable Company Group or (B) injunctive relief on transactions in the grounds that ordinary course with Seller or any of its Affiliates which will be repaid and terminated in full at or before the Company has suffered immediate and irreparable harm not compensable Closing, make any loans, advances or capital contributions to, or investments in, any other Person or forgive, cancel or compromise any material indebtedness of any Person, other than routine business expense advances to Employees in money damages if the Company has obtained the prior written consent ordinary course of Buyer, such consent not to be unreasonably withheldbusiness; (xii) declare, authorize materially change any method of accounting or pay any dividends on, make any other distributions with respect to, accounting practice or redeem, repurchase policy used by the Company Group or otherwise acquire revalue any of its equity interestsmaterial assets (whether tangible or intangible), including writing up, down or off the value of any material asset, other than as required by GAAP, a Governmental Authority or Law, or as may be consistent with the Accounting Principles; (xiii) make other than with respect to Taxes or Tax Returns of Seller (including consolidated federal or state Tax Returns of Seller) (A) make, revoke or change any capital expenditure Tax election in excess respect of $50,000the Company Group (unless consistent with past practices of the Company Group), individually (B) change an annual accounting period, or adopt or change any accounting method in respect of the aggregateCompany Group, (C) file or amend any Tax Return to the extent relating to the Company Group (other than Tax Returns filed pursuant to Section 9.02(a) and, for the avoidance of doubt, Tax Returns of Seller), (D) settle any Tax claim or assessment to the extent relating to the Company Group, (E) consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment solely relating to the Company Group or (F) cause the Company Group to assume, become liable for or agree to pay the Taxes of any other Person; (xiv) provide enter into any creditcollective bargaining agreement, loan, advance, guaranty, endorsement, indemnity, warranty whether written or mortgage to any Person, including any of the customers, members, officers, employees or managers of the Companyoral; (xv) borrow (A) increase the headcount of Service Providers by more than five percent (excluding any increase resulting from any Person by way Service Provider or Potential Transferee becoming an Employee) or hire or engage the services of any individual as a loanService Provider who would have a title of Vice President or higher (other than, advancein each case, guarantyhiring or engaging the services of any individual as a Service Provider to replace any individual whose services terminate), endorsement(B) terminate the service of any Service Provider other than for performance or “cause” who has a title of Vice President a or higher or grant any severance or termination pay to any Service Provider except such severance or termination pay that does not exceed the greater of (x) $200,000 and (y) one and one-half times the severance or termination pay that would be provided pursuant to written agreements outstanding or policies existing on the date hereof and made available to Purchaser prior to the date hereof, indemnity(C) implement or announce any employee layoffs, plant closings, reductions in force, furloughs, temporary layoffs, salary or warrantywage reductions, work schedule changes or other such actions that would trigger the notification requirements of the WARN Act; (xvi) discharge grant any Encumbranceincrease in annual base salaries or base wage rates (as applicable) or target cash incentive compensation opportunities, indebtedness or other Liability grant any increase in benefits under Seller Benefit Plans to Service Providers, except (A) as may be required by Law, (B) as may be required under agreements existing on the date hereof and made available to Purchaser prior to the date hereof, (C) for increases to (x) annual base salaries and base wage rates (as applicable) and (y) target cash incentive compensation opportunities, that in excess of $25,000each case, individually or do not, with respect to all Service Providers in the aggregate, except exceed three and a half percent (3.5%) of (1) the aggregate annual base salaries and base wage rates provided to all Service Providers for Liabilities reflected or reserved against in the Latest Financial Statements immediately preceding fiscal year and accounts payable in (2) the Ordinary Course of Business target cash incentive compensation opportunities applicable to all Service Providers for the immediately preceding fiscal year, or (BD) for any increases in benefits under broad-based Seller Benefit Plans that are generally applicable to employees of Seller or its Affiliates who are not permitted to be discharged under the terms of the Letter of IntentService Providers; (xvii) change its credit practicesestablish, accounting methods adopt, enter into, amend or practices terminate any Sponsored Company Benefit Plan with respect to any Service Provider, except (A) for the renewal of existing plans in the ordinary course of business, (B) pursuant to applicable Law or standards used the terms of such Sponsored Company Benefit Plan or (C) for the entry into, establishment or adoption of a consulting or employment agreement (or similar agreement or arrangement) to maintain its books, accounts replace a terminating or business recordsexpiring consulting or employment agreement or arrangement on the same or more favorable terms to the Company Group; (xviii) change (A) enter into or renew any Contract that, if entered into on or prior to the date hereof, would constitute a Material Contract (I) of the types described in any of clause (ii), (iii), (iv), (vi), (vii), (viii), (ix), (x), (xi) that is a master agreement, (xiii), (xv), (xvi) or (xviii) of Section 3.14(a) or (II) of the types described in any other clauses of Section 3.14(a), outside the ordinary course of business, in each case, other than a renewal with less than 10% in price increase in the ordinary course of business and no other material modifications to terms that are adverse to the Company Group, or (B) modify or amend in any materially adverse manner or terminate, release, assign or waive any material obligation or right under any Material Contract or any Contract entered into in accordance with clause (A) of this Section 5.01(b)(xviii) or (C) exercise any material right under any Material Contract, other than in the case of clause (C), in the ordinary course of business and in the case of clauses (A) and (B) the entry or modification in the ordinary course of Business to any Material Contract that is terminable on less than 30 days’ written notice with no penalty or post-termination obligation of the Company Group or any of its accounts or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payablesAffiliates; (xix) createincur any Indebtedness (described in clause (a), incur (b), (c), (l) or become subject (m)) of the Company Group or sell or issue any debt securities, warrants, calls or other rights to acquire by debt securities of the Company Group other than (A) among members of the Company Group or, to the extent fully repaid on or before the Closing Date, with Seller or any Liabilityof its Affiliates, contingent (B) borrowings under any instruments of Indebtedness existing as of the date hereof that will be fully repaid at or otherwisebefore the Closing, except current Liabilities (C) Indebtedness that will be fully repaid at or before the Closing or (D) in the Ordinary Course ordinary course of Business business in an amount not in excess of to exceed $25,000 individually or 2,500,000 in the aggregate and that would not violate for which incurrence after the Company’s obligations under the Letter of Intentdate hereof Seller shall provide reasonably prompt notice to Purchaser; (xx) (A) make any material change affecting the Business, including but not limited or commit to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) make any capital expenditures other than those which do not exceed $250,000 individually or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) $1,000,000 in the aggregate, other than in accordance with the Ordinary Course Company Group’s capital expenditure long range plan included in Section 5.01(b)(xx) of Business, change any the Seller Disclosure Schedule or (B) fail to make capital expenditures in an aggregate amount of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget at least $24,000,000 per year for the calendar year 2020 or product acquisition policiesat least $26,000,000 per year for subsequent years; (xxi) amend its Certificate waive, release, assign, settle or compromise any claim, dispute or Proceeding other than settlements (A) solely for money in an amount payable by the Company Group not greater than $1,000,000 in the aggregate, (B) for which the Company Group’s sole obligation is to provide course credits or discounts to students or potential students in the ordinary course of Organization business, which discounts and credits are de minimis in value and, individually and in the aggregate, are not material in value to the Company Group taken as a whole or limited liability company agreement(C) for a combination of remedies described in clauses (A) and (B); (xxii) splitrelinquish, combine terminate or reclassify fail to renew any of its securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership unitsmaterial Educational Approval; (xxiii) issuebetween the Balance Sheet Time and the Closing, sell(A) make or pay any dividends or distributions, dispose of (B) incur or encumberpay off any Indebtedness, (C) incur or pay any Transaction Expenses or (D) take any action, or authorize fail to take any action outside the issuanceordinary course of business, salein each case, disposition which action or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights failure to acquire any securities or any other ownership interest in act would actually decrease the CompanyPurchase Price relative to the Estimated Purchase Price; (xxiv) enter into make any employment change in the manner in which the Company Group markets its goods and services which would reasonably be expected to violate applicable Law or collective bargaining agreement, written Educational Law or oralany Educational Approval in any material respect or otherwise materially change the manner in which the Company Group extends discounts or credits (including scholarships), or modify otherwise materially reduce the terms list price of any such existing agreement;goods or services of the Company Group; or (xxv) fail to maintain the Acquired Assets in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcy; or (xxvii) enter into any Contract or agree, agree in writing or otherwise, otherwise to take any of the actions described in Section 5.1(b)(iclauses (i) through (xxvii). xxiv) above.

Conduct of the Business. At all times prior The Company covenants and agrees that during the period from the date of this Agreement to the Closing: Effective Time (a) Subject to unless the limitations set forth Parties shall otherwise agree in Section 5.1(bwriting and except as otherwise contemplated by this Agreement), other than as necessary to effect the Company Trails Reorganization or the sale of Windsor campground and waterslide, it will, and will cause each of its members, managers and employees subsidiaries to, in all material respects (i) conduct its operations in the Business only inordinary course of business, with no less diligence and not take any action except ineffort than would be applied in the absence of this Agreement, the Ordinary Course of Business and in accordance with applicable Law; (ii) use commercially reasonable efforts to preserve the Company’s business organization and goodwill, preserve intact all rights of the Company to retain its employees, keep available the services service of its officers, current officers and employees and consultants and maintain good preserve its relationships with employeescustomers, vendors, suppliers, customers suppliers and others having business relationships dealings with it; , and (iii) subject timely file all Tax returns in accordance with past practices and proceedings; provided, however, that none of the following shall in themselves (either alone or in combination) constitute a failure to comply with the foregoing provisions of this Section 6.7, and none of the following shall be taken into account in determining whether the Company has failed to comply with the foregoing provisions of this Section 6.7: (A) any change, effect or circumstance that arises by reason of a deterioration in the financial markets, the economy or the industries in which the Company and its subsidiaries operate (whether in the United States, Canada or any foreign country in which they operate), (B) any change, effect or circumstance that is attributable to the disclosure of the fact that MHC is the prospective acquiror of the Company or the announcement or pendency of the transactions contemplated hereby; (C) any change, effect or circumstance that directly arises out of any action taken by MHC or any of its Affiliates; (D) any mandatory change, effect or circumstance arising from any change in accounting requirements or principles or any change in applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (ivE) except as required by Lawany change, not take any action that would render, effect or which reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent circumstance arising from compliance with the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company; (b) without first obtaining the written consent of Buyer, the Company will not, and will cause its members, officers, managers and employees not to, directly or indirectly with respect to the Company: (i) cancel or terminate the Company’s current insurance policies or allow any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (ii) acquire by merging or consolidating with, or by purchasing any securities or assets (which are material, individually or in the aggregate, to the Company) terms of, or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense taking of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced prior to the date of this Agreement to the customers, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increases; (vi) enter into any Contract (or series of related Contracts); (vii) enter into, or permit any of the assets owned or used by it to become bound required by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; (xii) declare, authorize or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000, individually or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of the customers, members, officers, employees or managers of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intent; (xvii) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms of its accounts or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; (xx) make any material change affecting the Business, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitabilitythis Agreement; or (vF) other than in any change, effect or circumstance attributable to any acts of war involving the Ordinary Course of BusinessUnited States or, change any of its business policieshostilities or terrorist activity involving the United States, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget without limitation any continuation or product acquisition policies; (xxi) amend its Certificate material worsening of Organization or limited liability company agreement; (xxii) split, combine or reclassify any hostilities involving the combat of its securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities terrorism or other rights to acquire any securities or any other ownership interest in national security issues involving the Company; (xxiv) enter into any employment or collective bargaining agreement, written or oral, or modify the terms of any such existing agreement; (xxv) fail to maintain the Acquired Assets in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcy; or (xxvii) enter into any Contract or agree, in writing or otherwise, to take any of the actions described in Section 5.1(b)(i) through (xxvii). aboveUnited States.

Conduct of the Business. At all times prior Except for matters expressly permitted or required by the terms of this Agreement or except as required by applicable Law, from the date of this Agreement to the Closing: (a) Subject to earlier of the limitations set forth Effective Time and the termination of this Agreement in Section 5.1(b)accordance with its terms, the Company will, and will cause its members, managers and employees to, shall (i) use commercially reasonable efforts to conduct its and its Subsidiaries’ businesses in the Business only inordinary course of business, and not take any action except in, the Ordinary Course of Business and in accordance with applicable Law; (ii) use commercially reasonable efforts to preserve their respective businesses in all material respects, and (iii) use commercially reasonable efforts to preserve their relationships with material customers and suppliers with whom they currently deal in all material respects and key employees. In addition (and without limiting the Company’s business organization and goodwillgenerality of the foregoing), preserve intact all rights from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, except as set forth in Section 6.01 of the Company to retain its employees, keep available Disclosure Schedule or except for matters otherwise expressly permitted or required by the services terms of its officers, employees and consultants and maintain good relationships with employees, vendors, suppliers, customers and others having business relationships with it; (iii) subject to applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) this Agreement or except as required by applicable Law, the Company shall not, and shall not take permit any action that would render, or which reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected of its Subsidiaries to, prevent do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned with respect to subsections (a), (c), (l), (m), (n) or (s) (to the extent relating to subsections (a), (b), (c), (l), (m) or (n)))): (a) amend or restate the certificate of incorporation, bylaws or similar organizational documents of the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the CompanySubsidiaries; (b) without first obtaining except in each case pursuant to the written consent existing terms of Buyer, a Company Benefit Plan disclosed on Section 4.13(a) of the Company will notDisclosure Schedule or collective bargaining agreement, and will cause its membersas required by Law or in connection with the renewal of any collective bargaining agreement scheduled to expire prior to or within the 90-day period immediately following the Closing Date, officersadopt, managers and employees not toterminate or amend, directly in any respect, any Company Benefit Plan (or indirectly any plan that would be a Company Benefit Plan if adopted) or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract with any labor organization, union or association; (c) grant to any director, manager, executive officer or any employee whose total annual base compensation is expected to exceed $100,000 any increase in compensation or benefits, except for any increase required by any collective bargaining agreement, or any payments pursuant to a Company Benefit Plan disclosed on Section 4.13(a) of the Company Disclosure Schedule; (d) incur or assume, guarantee, or become obligated with respect to any Indebtedness, or assume, guarantee, endorse or otherwise become responsible for, whether directly, contingently or otherwise, any Indebtedness of any Person, other than (i) Indebtedness between the Company and its Subsidiaries, (ii) Indebtedness that will be repaid on or before the Closing Date, or (iii) other Indebtedness in an aggregate amount not to exceed $2,000,000; (e) make any loans, advances or capital contributions to or investments in any Person (other than the Company and its Subsidiaries) in excess of $50,000 in the aggregate; (f) permit, allow or suffer any of its assets or properties to become subjected to any Encumbrance (other than Permitted Encumbrances), other than as required by any instruments of Indebtedness existing as of the date hereof or any Indebtedness incurred after the date hereof permitted in accordance with Section 6.01(d); (g) pay, loan or advance any amount to, or sell, assign, license, transfer or lease any of its assets, rights or properties to, or enter into, amend or modify any agreement or arrangement with, the holders of any equity interest in the Company or any of its Subsidiaries, or any officer, director, stockholder, partner or member of the Company or any of its Subsidiaries, or any of such person’s immediate family or any of their respective Subsidiaries, except for (i) transactions among the Company and its Subsidiaries, (ii) intercompany transactions in the ordinary course of business, (iii) entry into, or amendment or modification of, any employment agreement to the extent such action would be permissible under the other terms of this Section 6.01, (iv) payments, loans or advances made pursuant to existing agreements and (v) payment of expenses related to the consummation of the transactions contemplated by this Agreement; (h) make any change in accounting methods, principles or practices materially affecting the consolidated assets, liabilities or results of operations of the Company:, other than as required by GAAP; (i) cancel (i) make, change or terminate rescind any Tax election, (ii) adopt or change any accounting method with respect to Taxes, (iii) surrender any right to claim a refund or offset of or reduction in Taxes, (iv) other than in the Company’s current insurance policies ordinary course of business, consent to any extension or allow any waiver of the coverage thereunder limitations period applicable to lapseany Tax Claim, unless simultaneously with such termination(v) settle or compromise or agree to settle or compromise any material Tax Claim, cancellation (vi) obtain any Tax ruling, or lapse replacement policies providing coverage equal to (vii) re-file, amend or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effectmodify any Tax Return; (iij) acquire (whether by merging or consolidating with, or by purchasing any securities a substantial portion of the assets or assets (which are material, individually or in the aggregate, to the Company) equity of, or by any other manner) any business, any business Person, division, assets, rights, securities or any other properties of another Person, other than purchases of assets or other properties in the ordinary course of business; (iiik) sell, assign, transfer, lease, license license, abandon or assign otherwise dispose of any of its assets, rights or properties having a value in excess of $500,000 in the Acquired Assets aggregate, except (i) inventory and obsolete or any interest therein excess equipment or otherwise permit any other assets sold in the ordinary course of business and (ii) the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrancessale of assets purchased on behalf of customers in the ordinary course of business; (ivl) grant waive, release, settle or compromise any license pending or sublicense threatened Action, other than any such waivers, releases, settlements or compromises of litigation (i) where the amount required to be paid does not exceed $500,000 individually or $3,000,000 in the aggregate, and (ii) which do not impose any rights under material restrictions on the business or with respect to operations of the Company or its Subsidiaries and do not contemplate or involve any Acquired Intellectual Propertyadmission of wrongdoing by the Company or any of its Subsidiaries; (vm) take make or commit to any action not announced prior to individual capital expenditure, capital addition or capital improvement (or series of related capital expenditures, capital additions or capital improvements) in excess of $250,000, other than capital expenditures incurred in the date ordinary course of this Agreement to the customers, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increasesbusiness in connection with new client acquisitions; (vii) materially amend, cancel, materially modify, terminate (partially or completely), grant any material waiver under or give any material consent with respect to, or enter into any agreement to materially amend, cancel, materially modify, terminate (partially or completely), grant any material waiver under or give any material consent with respect to, any Company Material Contract, other than amendments in the ordinary course of business, or (ii) enter into any Contract that if in effect on the date hereof would be a Company Material Contract or Lease, other than in the ordinary course of business, in each case, except for collective bargaining agreements (or series of related Contractswhich are governed by Section 6.01(b)); (viii) enter intoissue, sell, repurchase, redeem or otherwise dispose of any of its capital stock or other equity interests, or permit create or suffer to be created any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; Encumbrances thereon (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for Permitted Encumbrances), (Aii) the routine collection of accounts receivable grant or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyerenter into any options, such consent not warrants, covenants or calls or other rights to be unreasonably withheld; (xii) declare, authorize purchase or pay convert any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire obligation into any of its equity interests; (xiii, other than shares of Company Common Stock issued pursuant to the exercise of Company Options that have been granted prior to the date hereof and other than issuances or repurchases required by any Company Benefit Plan or Company Material Contract set forth on Section 6.01(o) make any capital expenditure in excess of $50,000, individually or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of the customersCompany Disclosure Schedule, members, officers, employees or managers of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intent; (xvii) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms of its accounts or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; (xx) make any material change affecting the Business, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) authorize or effect any capital expenditures recapitalization, combination, reclassification, stock split or deferrals of capital expenditures; similar change in capitalization, (ivD) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Business, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu of, of or in substitution for shares of its capital stock, (E) declare, set aside, establish a record date for, make or pay any non-cash dividends or any other non-cash distributions with respect to any of its current issued and outstanding membership unitsequity interests, or (iv) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution or liquidation; (xxiiip) issueeffectuate a plant closing or mass layoff regardless of whether such action triggers obligations under the WARN Act affecting any single site of employment or one or more facilities or operating units within any single site of employment of the Company or any of its Subsidiaries, except for such plant closings or mass layoffs resulting from the loss of a customer Contract or customer site; (q) abandon, disclaim, dedicate to the public, sell, dispose of assign or encumbergrant any security interest in, to or under any material Owned Intellectual Property, or authorize the issuancegrant to any third party any license with respect to any Owned Intellectual Property, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest except non-exclusive licenses granted in the Companyordinary course of business; (xxivr) enter into from 12:01 a.m. New York time on the Closing Date, use or transfer any employment current assets of the Company or collective bargaining agreementany of its Subsidiaries (including Cash), written to the extent such current assets are sold, liquidated, disposed of or oralotherwise used to make payment in respect of or discharge any Indebtedness or Company Transaction Expenses, pay any dividends to the Equity Holders or modify repurchase any equity securities of the terms Company or any of any such existing agreement; (xxv) fail to maintain the Acquired Assets in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcyits Subsidiaries; or (xxviis) enter into authorize any Contract of, or agreecommit or agree to take, whether in writing or otherwise, to take any of of, the actions described in Section 5.1(b)(i) through (xxvii). aboveforegoing actions.

Conduct of the Business. At all times prior to the Closing: (a) Subject to the limitations Except (i) as expressly provided by this Agreement, (ii) as set forth in Section 5.1(b6.1(a) of the Company Disclosure Letter, (iii) as required by applicable Law, (iv) 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 (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 willshall, and will cause its members, managers Seller and employees to, (i) conduct the Business only in, and not take any action except in, the Ordinary Course of Business and in accordance with applicable Law; (ii) 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 the 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 organization relationships and goodwillthe goodwill of each Purchased Company’s customers, preserve intact all rights of the Company to retain its employeessuppliers, keep available the services of its officers, employees and consultants and maintain good relationships with employeesstrategic partners, vendors, suppliersdistributors, customers resellers, landlords, creditors and others having material business relationships with it; (iii) subject to applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) except as required by Law, not take any action that would render, or which reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Purchased Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company;. (b) without first obtaining 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 BuyerPurchaser (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 cause its members, officers, managers and employees not permit any Purchased Company to, directly or indirectly with respect to the Company: (i) cancel (A) amend, modify, or terminate waive any provision of any Organizational Document of the Company’s current insurance policies , or allow (B) amend, modify, or waive in a manner material and adverse to Purchaser any provision of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater any Organizational Document of any Purchased Company (other than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effectCompany); (ii) acquire by merging or consolidating withfail to maintain in effect on substantially similar terms, allow to lapse, or terminate (including by purchasing failure to pay any securities required premiums or assets (which are materialother fees, individually or in the aggregate, to the Company) ofcosts, or by expenses), or otherwise materially change or alter any other manner, any business or any PersonInsurance 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, license sublease, license, guarantee, mortgage, or assign any of the Acquired Assets create or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any be created an Encumbrance (other than a Permitted EncumbrancesEncumbrance) 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; (ivvi) 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 Execution Date) any Capital Stock or other Securities of any Purchased Company or issue or grant any license equity-based or sublicense of any rights under equity-linked interests or awards with respect to any Acquired Intellectual PropertyPurchased Company, or offer to do any of the foregoing; (vviii) take (A) change any action not announced prior 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 date meaning of this Agreement to the customers, suppliers or distributors Section 7121 of the CompanyCode (or any corresponding or similar provision of state, including providing promotions, coupons, discounts local or price increasesnon-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; (viix) 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 (or series of related Contractsto the extent not described in clause (A); (vii) enter intothat, or permit any if in effect on the Execution Date would be a Material Contract entered into outside of the assets owned ordinary course of business consistent with past practice, (C) materially amend or used by it to become bound by, modify or terminate (partially or completely) any Material Contract or any Contract that is or if in effect on the Execution Date would constitute be a Material Contract, or accelerate(D) waive, suspendrelease, terminate, modify, cancel or waive assign any material right rights, claims, or remedy under, benefits of a Purchased Company under any such Material Contract or any Contract that if in effect on the Execution Date would be a Material Contract; (viiixii) violate grant any Law applicable rights to, sell, transfer, or otherwise make available any Owned IP, other than non-exclusive licenses to Owned IP granted to customers in the Companyordinary course of business; (ixxiii) change (A) fail to maintain, or announce 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 material 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 settlement, or offer or propose to enter into any settlement, 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) or make any material payment or incur any liability pursuant to any such Affiliate Arrangement (other than as required thereunder as of the date hereof); (xx) other than in the ordinary course of business, make any change to a Purchased Company’s policies or practices with respect to the Company Products payment of accounts payable or any services sold by other current liabilities or the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or other current assets (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; (xii) declare, authorize or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000, individually or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of the customers, members, officers, employees or managers of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intent; (xvii) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms of its accounts or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in or deferral of the payment or generation of its accounts collection thereof and offering any discount, accommodation or other payables; (xix) createconcession in order to accelerate or induce the collection of, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; (xx) make any material change affecting the Business, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventoryreceivables); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Business, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies;or (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxiv) enter into any employment or collective bargaining agreement, written or oral, or modify the terms of any such existing agreement; (xxv) fail to maintain the Acquired Assets in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcy; or (xxvii) enter into any Contract or agree, in writing or otherwise, to take any of the actions described in Section 5.1(b)(i) through (xxvii). aboveforegoing actions.

Conduct of the Business. At all times prior to the Closing: (a) Subject to From the limitations set forth in Section 5.1(b)date hereof until the Closing Date, the Company will, and will cause its members, managers and employees to, except (i) conduct the Business only inas set forth on Schedule 6.03(a), and not take any action except in, the Ordinary Course of Business and in accordance with applicable Law; (ii) use commercially reasonable efforts to preserve the Company’s business organization and goodwillas otherwise contemplated or permitted by this Agreement, preserve intact all rights of the Company to retain its employees, keep available the services of its officers, employees and consultants and maintain good relationships with employees, vendors, suppliers, customers and others having business relationships with it; (iii) subject to applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) except as required by Law, (iv) as consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), or (v) for the use of available cash to repay any Funded Debt and pay Transaction Expenses prior to the Closing, the Company shall (x) use its commercially reasonable efforts to carry on the business of the Company and its Subsidiaries in the ordinary course of business and substantially in the same manner as previously conducted (provided that (i) no action by the Company or its Subsidiaries with respect to matters specifically addressed by any other provision of this Section 6.03(a) will be deemed a breach of this clause (x) of this Section 6.03(a), unless such action would constitute a breach of one or more of such other provisions, and (ii) the Company and its Subsidiaries' failure to take any action that would render, or which reasonably may prohibited by clause (x) of this Section 6.03(a) will not be expected to render, any representation or warranty made by Seller in deemed a breach of this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; clause (vx) pay all of the Company’s Liabilities and Taxes when due; this Section 6.03(a)) and (viy) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company; (b) without first obtaining the written consent of Buyer, the Company will not, and will shall cause its members, officers, managers and employees Subsidiaries not to, directly or indirectly with respect to the Company: (i) cancel issue, deliver, reissue or terminate the Company’s current insurance policies sell, dispose or allow pledge any of the coverage thereunder to lapseits shares of capital stock, unless simultaneously with such terminationany voting securities or any other equity interests or any options, cancellation warrants, convertible or lapse replacement policies providing coverage equal to exchangeable securities, subscriptions, stock appreciation rights or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effectother equity-based compensation; (ii) acquire by merging or consolidating with, or by purchasing any securities or assets (which are material, individually or in the aggregate, to the Company) of, or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein mortgage, pledge or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance Lien (other than Permitted EncumbrancesLiens) any material portion of the assets or property (tangible or intangible) of the Company and its Subsidiaries, taken as a whole; (iii) create, incur, assume or guarantee any Funded Debt other than (x) in the ordinary course of business pursuant to the Company's existing revolving credit facilities, (y) pursuant to arrangements solely among or between the Company and one or more of its direct or indirect wholly owned Subsidiaries or solely among or between its direct or indirect wholly owned Subsidiaries or (z) Funded Debt not in excess of $2,500,000 that is fully prepayable and terminable by the Company at or prior to Closing; (iv) grant enter into any license Contract to make an acquisition (whether by merger, acquisition of stock or sublicense assets, or otherwise) of any rights under business or with respect to any Acquired Intellectual Propertyline of business, other than entering into non-binding letters of intent for acquisitions in the ordinary course of business; (v) take modify or amend the organizational documents of the Company or any action not announced of its Subsidiaries; (vi) make an election to change the status of the Company or any of its Subsidiaries (as a corporation, partnership or disregarded entity) for federal, state or local income Tax purposes; (vii) except (A) to satisfy contractual obligations pursuant to Contracts as in effect on the date of this Agreement, (B) pursuant to the terms of the Plans as in effect on the date of this Agreement, (C) in connection with the annual salary and annual bonus review process conducted following the end of the Company's fiscal year, (D) in conjunction with new hires, promotions, internal transfers of employment and changes in job position or status, in each case for any employee whose annual base salary following such change is less than $175,000 (provided that any new compensation or benefits arrangements for newly hired, promoted or transferred employees shall have a value that is consistent with the past practice of making compensation and benefits available to newly hired, promoted or transferred employees, respectively, in similar positions) or (E) bonuses payable to certain officers and employees of the Company or any of its Subsidiaries in connection with the consummation of the Transactions (which will be included as part of the Transaction Expenses), materially increase the salary payable by it to any of the Company's or its Subsidiaries' employees whose annual base salary is in excess of $175,000, or materially increase the coverage or benefits available under any severance pay, termination pay, deferred compensation, bonus or other incentive compensation plan or arrangement; (viii) make any material change in its accounting or Tax reporting methods, principles or policies other than as required by Law; (ix) enter into a new Contract that would be required to be disclosed on Schedule 5.19 if it had been entered prior to the date of this Agreement to the customersor amend in a material manner, suppliers terminate, or distributors waive any material rights under any of the CompanyContracts set forth on, including providing promotionsor required to be set forth on, couponsSchedule 5.19, discounts or price increasesin each case other than in the ordinary course of business consistent with past practice; (vix) cancel or compromise any debt or claim or waive or release any material right of the Company or any Subsidiary except in the ordinary course of business; (xi) enter into any Contract (that materially restrains, restricts, limits or series impedes the ability of related Contracts); (vii) enter intothe business, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent ability of Buyer, such consent not to be unreasonably withheldcompete with or conduct any business or line of business in any geographic area or solicit the employment of any Persons other than reseller Contracts or confidentiality and non-use provisions in the ordinary course of business; (xii) declareadopt a plan of liquidation, authorize dissolution, merger, consolidation or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests;reorganization; or (xiii) make any capital expenditure in excess of $50,000authorize, individually agree, resolve or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage consent to any Person, including any of the customersforegoing. (b) Nothing in this Section 6.03 is intended to result in the Unitholders, members, officers, employees the Company or managers any of its Subsidiaries ceding control to Buyer of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, 's or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intent; (xvii) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms of its accounts or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; (xx) make any material change affecting the Business, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Business, change any of its Subsidiaries' basic ordinary course of business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its securities or issue or authorize and commercial decisions prior to the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxiv) enter into any employment or collective bargaining agreement, written or oral, or modify the terms of any such existing agreement; (xxv) fail to maintain the Acquired Assets in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcy; or (xxvii) enter into any Contract or agree, in writing or otherwise, to take any of the actions described in Section 5.1(b)(i) through (xxvii). aboveClosing Date.

Conduct of the Business. At all times prior to the Closing: (a) Subject to From the limitations set forth in Section 5.1(b)date hereof until the Closing, the Company will, and will cause its members, managers and employees to, Seller shall (i) conduct cause each Company to carry on its business according to its ordinary and usual course of business and substantially in the Business only in, and not take any action except in, the Ordinary Course of Business and in accordance with applicable Lawsame manner as heretofore conducted; (ii) use commercially reasonable efforts to maintain satisfactory relationships with, and preserve the Company’s business organization and goodwillgoodwill of, preserve intact all rights of the Company to retain its employees, keep available the services of its officers, employees and consultants and maintain good relationships with employeessuppliers, vendors, supplierslessors, customers and others having business relationships with itthe Companies; (iii) subject use commercially reasonable efforts to applicable Laws, confer on a regular and frequent basis with representatives keep available to the Companies the services of Buyer to report operational matters the employees of the Companies and the general status of ongoing operations as requested by BuyerUK Employees; (iv) except as required by Law, not take any action that would render, or which reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay maintain all material assets of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company; (b) without first obtaining the written consent of Buyer, the Company will not, and will cause its members, officers, managers and employees not to, directly or indirectly with respect to the Company: (i) cancel or terminate the Company’s current insurance policies or allow any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (ii) acquire by merging or consolidating with, or by purchasing any securities or assets (which are material, individually or in the aggregate, to the Company) of, or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced prior to the date of this Agreement to the customers, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increases; (vi) enter into any Contract (or series of related Contracts); (vii) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; (xii) declare, authorize or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000, individually or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of the customers, members, officers, employees or managers of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intent; (xvii) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms of its accounts or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; (xx) make any material change affecting the Business, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Business, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxiv) enter into any employment or collective bargaining agreement, written or oral, or modify the terms of any such existing agreement; (xxv) fail to maintain the Acquired Assets Companies in good repair, order and condition, reasonable ordinary wear and tear excepted;; (v) maintain the books and records of the Companies in the usual, regular and ordinary manner on a basis consistent with past practice; and (vi) settle intercompany obligations so that the aggregate net amount owed by or to the Companies shall not exceed $500,000 at Closing (unless a cash transfer is required by the Companies for working capital in which case such amount shall not exceed $1,500,000); provided, however that each Company may use all available cash other than working capital to declare and pay dividends and make distributions with regard to its capital and stock prior to the Closing Date, subject to the target Preliminary Working Capital Amount remaining equal to Four Million Five Hundred Thousand U.S. Dollars ($4,500,000). (xxvib) file From the date hereof until the Closing, except as otherwise provided for by this Agreement (including the settlement of intercompany accounts as described in clause (vi) of Section 6.01(a)) or consented to in writing by Buyer, Seller shall cause each Company to not (i) issue, sell or deliver any shares of its capital stock 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 capital stock; (ii) effect any recapitalization, reclassification, stock dividend, stock split or like change in its capitalization; (iii) amend its articles of association or bylaws except as necessary to change the German registered office to Munich; (iv) make any redemption or purchase of any shares of its capital stock; (v) materially increase or change the compensation payable to, or the employment benefits of, any employee except in the ordinary course of business consistent with past practices; (vi) incur or commit to incur any indebtedness or other obligation in excess of $250,000 except in the ordinary course of business consistent with past practices; (vii) make, change or revoke any Tax election with respect to any Company or make any change to (or make a petition for bankruptcyrequest to any taxing authority to change) any of its tax accounting principles, methods or practices; or (xxviiviii) amend any Company Tax Return, settle or compromise any Tax claim or liability or enter into a Tax settlement or compromise (other than with respect to the Spanish Tax Claim in accordance with the terms of this Agreement); (ix) consent to any Contract extension or agreewaiver of the statute of limitations period applicable to any Tax or Tax Return of or with respect to any Company; (x) pledge or create any encumbrance on any of the Shares; (xi) transfer, sell, encumber or convey any material assets of the Companies other than in writing the ordinary course of business consistent with past practice; or otherwise, (xii) take any action or omit to take any action which would cause a breach of any representation or warranty of Seller hereunder that is not cured prior to the actions described in Section 5.1(b)(i) through (xxvii). aboveClosing.

Conduct of the Business. At all times prior to From the Closing: (a) Subject to date hereof until the limitations set forth in Section 5.1(b), the Company will, and will cause its members, managers and employees to, (i) conduct the Business only in, and not take any action except in, the Ordinary Course of Business and in accordance with applicable Law; (ii) use commercially reasonable efforts to preserve the Company’s business organization and goodwill, preserve intact all rights of the Company to retain its employees, keep available the services of its officers, employees and consultants and maintain good relationships with employees, vendors, suppliers, customers and others having business relationships with it; (iii) subject to applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) except as required by Law, not take any action that would render, or which reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company; (b) without first obtaining the written consent of Buyer, the Company will not, and will cause its members, officers, managers and employees not to, directly or indirectly with respect to the Company: (i) cancel or terminate the Company’s current insurance policies or allow any of the coverage thereunder to lapseClosing Date, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (ii) acquire by merging or consolidating with, or by purchasing any securities or assets (which are material, individually or in the aggregate, to the Company) of, or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced prior to the date of this Agreement to the customers, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increases; (vi) enter into any Contract (or series of related Contracts); (vii) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of BuyerPurchaser shall have been obtained, such consent not to be unreasonably withheld: (a) Sellers shall conduct the Business of each Company in the ordinary course consistent with past practice and shall use their reasonable best efforts to preserve intact the business organization and financial condition of the Companies, and relationships with third parties, and to keep available the services of the present employees of the Business. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, unless the prior written consent of Purchaser shall have been obtained, such consent not to be unreasonably withheld, the Sellers will not permit or cause either Company to: (i) pay its accounts payable (or prepay expenses), in any manner other than in the ordinary course of its Business and consistent with past practice; (ii) conduct its Business in a manner that would result in a delay by clients or other counterparties of such Company from making payments to such Company of accounts receivable, or delaying such Company from providing services, or taking other actions, that would delay such Company from receiving revenues it would have normally received in the ordinary course of its Business; (iii) hire a new employee or change the compensation of an existing employee of such Company; (iv) incur any capital expenditures in excess of $10,000; (v) (A) incur any indebtedness; (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other individual, firm or corporation; or (C) make any loans, advances or capital contributions to, or investments in, any other person; (vi) take any other actions designed (or the primary purpose of which is) to reduce the capital of such Company, in any manner other than in the ordinary course of its Business and consistent with past practice; (vii) declare, pay or set aside any dividend or distribution (whether in the form of cash or securities or other rights or benefits); (viii) issue any membership interests of such Company or securities convertible into or exchangeable for membership interests of such Company, or enter into any agreement or commitment for the issuance or purchase of membership interests in such Company or such other securities; (ix) sell, transfer, mortgage, or otherwise dispose of, or encumber, or agree to sell, transfer, mortgage or otherwise dispose of or encumber, any properties, real, personal or mixed, tangible or intangible, in any manner other than in the ordinary course of its Business and consistent with past practice; (x) enter into (except in the ordinary course of business), acquire, assign, transfer, terminate, modify, amend, waive a right under, permit to expire prior to the scheduled expiration date or otherwise dispose of any term or condition of or any right under, any contract, agreement, purchase order, arrangement, plan, commitment, document, permit, authorization, license or other right; (xi) effect or agree to affect any merger, consolidation, share transfer, share exchange, liquidation, dissolution, recapitalization or similar extraordinary transaction; (xii) declare, authorize amend or pay modify any dividends on, make any other distributions with respect to, provision of the BD LLC Agreement or redeem, repurchase or otherwise acquire any of its equity interests;the IA LLC Agreement; or (xiii) make any capital expenditure in excess of $50,000, individually agree or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage commit to any Person, including do any of the customers, members, officers, employees or managers of the Company;foregoing. (xvb) borrow from The Sellers agree to use their reasonable best efforts under circumstances to ensure that the neither Company will (i) take or agree or commit to take any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability action that would (A) in excess make any representation or warranty of $25,000the Sellers hereunder inaccurate at, individually or in as of any time prior to, the aggregateClosing Date, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted cause the Sellers to be discharged under the terms of the Letter of Intent; (xvii) change its credit practicesviolate, accounting methods or practices or standards used to maintain its booksdefault on, accounts or business records; (xviii) change the terms of its accounts any covenant or other payables agreement hereunder, and (ii) omit or agree or commit to omit to take any action directly necessary to prevent (A) any such representation or indirectly to cause warranty from being inaccurate at, or encourage as of any acceleration time prior to, the Closing Date or delay in (B) the payment Sellers from violating or generation of its accounts defaulting under any covenant or other payables;agreement hereunder. (xixc) createAny revenue (including commissions, incur performance fees and performance allocations) and expenses (including compensation expenses) incurred, accrued, or become subject earned prior to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; (xx) make any material change affecting the Business, including Closing but not limited received or paid, as the case may be, by GFS BD or GFS IA prior to (i) changes in wholesaler alignmentsthe Closing, inventory levelsonce received, management organization shall be allocated to and for the benefit, or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or are the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Business, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu responsibility of, or in substitution for, its current issued the Sellers and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize shall be allocated to the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxiv) enter into any employment or collective bargaining agreement, written or oral, or modify the terms of any such existing agreement; (xxv) fail to maintain the Acquired Assets in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcy; or (xxvii) enter into any Contract or agree, in writing or otherwise, to take any capital accounts of the actions described Sellers in Section 5.1(b)(i) through (xxvii). aboveGFS BD or GFS IA, as the case may be.

Conduct of the Business. At all times prior (a) During the period from the date hereof to the Closing: (a) Subject to the limitations , except as set forth in Section 5.1(b5.1 of the Seller Disclosure Schedule, or unless Purchaser shall otherwise consent in writing (which consent shall not be unreasonably withheld), the Company will, and will cause its members, managers and employees to, Seller shall (i) conduct operate the Business only in, and not take any action except in, in all material respects in the Ordinary Course ordinary course of Business business consistent with past practice and in accordance with all applicable LawLaws; (ii) use its commercially reasonable efforts to preserve substantially intact the Company’s business organization Conveyed Assets and goodwill, the Business and preserve intact all rights the goodwill of the Company to retain its employeesBusiness taken as a whole and the relationships of the Business with franchising authorities, keep available the services of its officerscustomers, employees and consultants and maintain good relationships with employeesadvertisers, vendors, suppliers, customers suppliers and others having business relationships with itthe Business; and (iii) subject give Purchaser prompt written notice of any action, suit, proceeding or investigation that is instituted or threatened against Seller to applicable Lawsrestrain, confer on a regular and frequent basis prohibit or otherwise challenge the legality or propriety of any transaction contemplated by this Agreement, any change (or event which with representatives the passage of Buyer to report operational matters and time the general status giving of ongoing operations as requested by Buyer; (ivnotice would result in any change) except as required by Lawin the condition, not take financial or otherwise, of the Business, any action event, condition or fact that would render, cause any of its representations or which reasonably may be expected to render, any representation or warranty made by Seller warranties in this Agreement to be untrue in any material respect (or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company; (b) without first obtaining the written consent of Buyer, the Company will not, and will cause its members, officers, managers and employees not to, directly or indirectly with respect to the Company: (ithose representations and warranties qualified by materiality, to be untrue, after consideration of such qualifier, in any respect) cancel and of any facts, events, circumstances, actions or terminate the Company’s current insurance policies or allow any of the coverage thereunder developments which become known to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (ii) acquire by merging or consolidating with, or by purchasing any securities or assets (which are materialSeller that, individually or in the aggregate, would have a Material Adverse Effect; provided that no communication of any information pursuant to this Section 5.1 shall qualify or limit in any way any representations or warranties made by Seller or any obligations or liabilities for breach thereof. (b) Without limiting the generality of Section 5.1(a), from the date of this Agreement to the CompanyClosing, except as set forth on Sections 3.10(c) ofand 5.1 of the Seller Disclosure Schedule or as expressly permitted by this Agreement, without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or by delayed), Seller shall not: (i) subject the Conveyed Assets to any Lien, other manner, any business or any Personthan Permitted Liens; (iiiii) sell, transfer, lease, sublease, license or assign dispose of Conveyed Assets, except for the sale or disposal of inventory and obsolete equipment in the ordinary course of business or as permitted by Section 5.19; (iii) permit the amendment, modification, termination, renewal, suspension, abrogation or cancellation of any of the Acquired Assets Assumed Contract or fail to perform any interest therein or otherwise permit material obligations under any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted EncumbrancesAssumed Contract; (iv) grant any license increase the compensation or sublicense of any rights under or with respect benefits provided to any Acquired Intellectual PropertyTransferred Employee, except for increases in the ordinary course of business and consistent with past practices; (v) take permit the amendment, modification, termination, renewal, suspension, abrogation or cancellation of any action not announced prior to the date of this Agreement to the customersmaterial License, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increasesexcept in accordance with Section 5.3 hereof; (vi) enter into any Contract or commitment or incur any indebtedness or liability or obligation of any kind which would be binding on Purchaser after Closing and which: (A) could involve aggregate expenditure or series receipt in excess of related Contracts)$10,000; (B) would have a term in excess of 12 months unless terminable without payment or penalty on not more than 30 days’ notice; (C) is not being entered into in the ordinary course and in accordance with past practice; (D) is not on arm’s-length terms; (E) is with an Affiliate of Seller; or (F) is otherwise material to the operation of the System or Business; (vii) enter into, or permit any increase the number of employees of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such ContractBusiness; (viii) violate voluntarily recognize any Law applicable union as collective bargaining representative of any of the Employees or enter into a Contract or collective bargaining agreement governing the terms or condition of employment of or with any of the Employees or enter into any government Contracts giving rise to affirmative action obligations relating to any of the CompanyEmployees; (ix) change add or announce delete any change broadcast channels or programming services with respect to the Company Products Business except to the extent required under the Communications Act or any services sold by other Law or change the Companyrate charged for any subscriber service with respect to the Business; (x) violateengage in any marketing, terminate subscriber installation, collection or amend any Seller Contract disconnection practices outside the ordinary course or Governmental Authorizationinconsistent with past practices with respect to the Business; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable materially change its accounting practices or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld;policies or its application thereof; and (xii) declare, authorize or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000, individually or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of the customers, members, officers, employees or managers of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intent; (xvii) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms of its accounts or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; (xx) make any material change affecting the Business, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in the Ordinary Course of Business, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxiv) enter into any employment or collective bargaining agreement, written or oral, or modify the terms of any such existing agreement; (xxv) fail to maintain the Acquired Assets in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcy; or (xxvii) enter into any Contract or agree, whether in writing or otherwise, to take do any of the actions described foregoing set forth in Section 5.1(b)(iclauses (i) through (xxvii). xi) above. (c) Without limiting the generality of Section 5.1(a), from the date of this Agreement to the Closing, Seller shall: (i) deliver to Purchaser true, correct and complete copies of monthly and quarterly financial statements (prepared on a basis consistent with the Financial Information) and operating reports for the operations of the Business, including subscriber reports, and any other management or operational reports with respect to the operations of the Systems prepared by or for Seller; (ii) continue to pursue in the ordinary course of business, consistent with past practices, Ordinary Capital Expenditures and promptly notify Purchaser in writing of any extraordinary opportunity for material business development or System expansion; (iii) maintain the Conveyed Assets and the System in good operating condition in a manner consistent with past practice (subject to ordinary wear and tear), including performing all reasonable maintenance when scheduled or otherwise appropriate; (iv) continue to carry insurance with respect to the Business and the Conveyed Assets, insuring the same against loss or damage by fire and other risks, consistent with past practice; (v) keep all of its books, records and files in the ordinary course of business in accordance with past practice, and pay, consistent with past practice, all of its accounts payable and other debts, liabilities and obligations relating to the Business; (vi) continue to implement its procedures for disconnection and discontinuance of service to subscribers whose accounts are delinquent in accordance with those in effect on the date of this Agreement and consistent with past practice, and Seller will not itself, and will not permit any of its officers, directors, shareholders, partners, agents or employees to, pay or forgive any of Seller’s subscriber accounts receivable prior to the Closing Date; (vii) at Purchaser’s request, obtain a renewal of each Right of Entry Agreement that expires within 12 months of the Closing Date on terms and conditions satisfactory to Purchaser, and use commercially reasonable efforts to reduce any Right of Entry Agreements that are designated as “oral agreements” on Section 3.19(b) of the Seller Disclosure Schedule to writing, in each case in form and substance reasonably acceptable to Purchaser; and (viii) maintain the Required Inventory, for (i) all equipment for the deployment and provisioning of cable modems, set top converter boxes and other customer premises equipment, at not less than normal historical levels consistent with Seller’s past practice and necessary to meet the operational requirements of the Business in the ordinary course for not less than 45 days following Closing and (ii) for all other items necessary for the operation and maintenance of the System, as required based on past practices during the preceding 12-month period.

Conduct of the Business. At all times prior to the Closing: (a) Subject to From the limitations set forth in Section 5.1(b)date hereof until the Closing Date, except as contemplated by this Agreement, the Company will, shall carry on its businesses in the ordinary course and will cause its members, managers and employees to, (i) conduct substantially in the Business only in, and not take any action except in, the Ordinary Course of Business and in accordance with applicable Law; (ii) use commercially reasonable efforts to preserve the Company’s business organization and goodwill, preserve intact all rights of the Company to retain its employees, keep available the services of its officers, employees and consultants and maintain good relationships with employees, vendors, suppliers, customers and others having business relationships with it; (iii) subject to applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations same manner as requested by Buyer; (iv) except as required by Law, not take any action that would render, or which reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company;heretofore conducted. (b) without first obtaining Without limiting the written consent generality of the foregoing, from the date hereof until the Closing Date, except as contemplated by this Agreement or consented to by Buyer, the Company will not, and will cause its members, officers, managers and employees Subsidiaries shall not to, directly or indirectly with respect to the Company: (i) cancel issue, sell or terminate the Company’s current insurance policies deliver any shares of their capital stock or allow issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any shares of the coverage thereunder to lapsetheir capital stock, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (ii) acquire by merging effect any recapitalization, reclassification, stock dividend, stock split or consolidating withlike change in their capitalization, (iii) amend their respective Certificates of Incorporation or by purchasing bylaws, (iv) make any securities capital expenditures exceeding $250,000 per expenditure or assets (which are material, individually or $1,000,000 in the aggregate, to the Company(v) ofamend, modify or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of waive any rights under any confidentiality or with respect to any Acquired Intellectual Property; (v) take any action not announced prior to the date of this Agreement to the customersnon-disclosure agreements, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increases; (vi) enter into any Contract license of material Proprietary Rights (or series other than in the ordinary course of related Contractsbusiness and consistent with past practice); , (vii) enter intointo any contracts that would be required to be set forth on the Disclosure Schedule pursuant to Section 5.9(d), or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate take any Law applicable action referred to in Section 5.6 hereof; provided that, notwithstanding anything to the Company; contrary contained in this Agreement, the Company shall be permitted, prior to or concurrent with the Closing, (ixv) change or announce any change to establish a so-called Rabbi Trust with respect to the Company Products or any services sold existing Supplemental Executive Retirement Agreements ("SERPs") with Messrs. Xxxxxx, XxXxxxxx and Xxxxx and to fund said trust as contemplated by said SERPs with an aggregate contribution of no more than $1.9 million, (w) to pay the Company; Management Bonus, (x) violateto effect the Foreign Subsidiary Reorganization, terminate or amend (y) to eliminate any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or (B) injunctive relief vesting requirement in outstanding Options listed on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; (xii) declare, authorize or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000, individually or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any Section 7.1 of the customers, members, officers, employees or managers of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intent; (xvii) change its credit practices, accounting methods or practices or standards used to maintain its books, accounts or business records; (xviii) change the terms of its accounts or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay in the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities in the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intent; (xx) make any material change affecting the Business, including but not limited to (i) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising and promotion budgets or the content of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and developmentDisclosure Schedule, and training; (iiiz) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales to repurchase the Cancelled Options and profitability; or (v) other than in issue the Ordinary Course of Business, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxiv) enter into any employment or collective bargaining agreement, written or oral, or modify the terms of any such existing agreement; (xxv) fail to maintain the Acquired Assets in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcy; or (xxvii) enter into any Contract or agree, in writing or otherwise, to take any of the actions described Management Option Shares as provided in Section 5.1(b)(i) through (xxvii). above2.3.

Conduct of the Business. At all times prior to the Closing: (a) Subject to From the limitations date hereof until the earlier of the Closing Date or the date, if any, on which this Agreement is terminated in accordance with Section 7.1 (the “Termination Date”), except as set forth in Section 5.1(bon Schedule 5.1(a), the Company will, and will cause its members, managers and employees to, shall (i) conduct the Business only in, and not take any action except in, in the Ordinary Course of Business and in accordance compliance in all material respects with all applicable Law; Laws, and (ii) use commercially reasonable best efforts to (A) preserve intact the business organization and goodwill of the Business, (B) maintain the Company’s relationships with its clients, suppliers and other third parties having business organization and goodwilldealings with the Company, preserve intact all rights of the Company to retain its employees, (C) keep available the services of its officers, employees and consultants and maintain good relationships with employees, vendors, suppliers, customers and others having business relationships with it; (iii) subject to applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) except as required by Law, not take any action that would render, or which reasonably may be expected to render, any representation or warranty made by Seller in this Agreement untrue or would, or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities employees and Taxes when due; independent contractors and (viD) maintain insurance coverage in amounts adequate to cover manage its working capital (including the reasonably anticipated risks timing of the Company; (b) without first obtaining the written consent of Buyer, the Company will not, and will cause its members, officers, managers and employees not to, directly or indirectly with respect to the Company: (i) cancel or terminate the Company’s current insurance policies or allow any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (ii) acquire by merging or consolidating with, or by purchasing any securities or assets (which are material, individually or in the aggregate, to the Company) of, or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual Property; (v) take any action not announced prior to the date of this Agreement to the customers, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increases; (vi) enter into any Contract (or series of related Contracts); (vii) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or accelerate, suspend, terminate, modify, cancel or waive any material right or remedy under, any such Contract; (viii) violate any Law applicable to the Company; (ix) change or announce any change to the Company Products or any services sold by the Company; (x) violate, terminate or amend any Seller Contract or Governmental Authorization; (xi) commence any Litigation other than for (A) the routine collection of accounts receivable or and of the payment of accounts payable) in the Ordinary Course of Business; provided, however, that, if, following the execution and delivery of this Agreement any change in Law relating to COVID-19 shall occur and take effect that (A) is binding on the Company and (B) injunctive relief on the grounds that makes it impossible for the Company has suffered immediate and irreparable harm not compensable in money damages if to continue to conduct the Company has obtained the prior written consent of Buyer, such consent not to be unreasonably withheld; (xii) declare, authorize or pay any dividends on, make any other distributions with respect to, or redeem, repurchase or otherwise acquire any of its equity interests; (xiii) make any capital expenditure in excess of $50,000, individually or in the aggregate; (xiv) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of the customers, members, officers, employees or managers of the Company; (xv) borrow from any Person by way of a loan, advance, guaranty, endorsement, indemnity, or warranty; (xvi) discharge any Encumbrance, indebtedness or other Liability (A) in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable Business only in the Ordinary Course of Business without violating any such new legal requirement (a “New Legal Requirement”), then (1) the Company shall be permitted to deviate from the Ordinary Course of Business to the extent required to comply with any such New Legal Requirement, (2) the Company shall promptly (and, in any event, no later than the earlier of (x) 24 hours thereafter or (By) not permitted two (2) days prior to be discharged under the terms Closing Date) notify Parent in writing of same, including in such written notice a detailed description of the Letter ways in which the Company is legally required to deviate from the Ordinary Course of Intent; Business (xviithe “Business Changes”) change and (3) under such circumstances, to the extent that Parent determines that the Business Changes would reasonably be expected to have a material and adverse impact on its credit practicesability to operate the Business following the Closing, accounting methods or practices or standards used Parent may, by written notice to maintain its booksthe Shareholder Representative (the date of any such notice, accounts or business records; (xviii) change the terms of its accounts or other payables or take “Notification Date”, and any action directly or indirectly such notice a “Delay Notice”), delay the Closing until Parent determines that Parent will be able to cause or encourage any acceleration or delay in operate the payment or generation of its accounts or other payables; (xix) create, incur or become subject to any Liability, contingent or otherwise, except current Liabilities Business in the Ordinary Course of Business (any such period during which the Closing may be delayed, the “Delay Period”), it being understood, however, that, (I) the Delay Period shall not under any circumstances exceed the later of (x) the Outside Date or (y) the twentieth (20th) calendar day following the Notification Date, and (II) for the avoidance of doubt, nothing contained in excess this Section 5.1(a) shall be construed to limit in any way any other provisions of $25,000 individually this Agreement, including Article VI (Conditions to Closing), Article VII (Termination) or in Article IX (Indemnification). (b) In furtherance of, and without limiting the aggregate and generality of, Section 5.1(a), except as expressly permitted by this Agreement (including as set forth on Schedule 5.1(a)), as required by applicable Law or with the prior written consent of Parent, from the date hereof until the earlier of the Closing Date or the Termination Date, the Company shall not authorize or take any action that, if authorized or taken after December 31, 2019 would require disclosure under Section 3.26. From the date hereof until the earlier of the Closing Date or the Termination Date, the Company shall not use any portion of the PPP Loan or the EIDL Grant for any purpose that would render any portion of the PPP Loan or the EIDL Grant, as applicable, ineligible for forgiveness under the Paycheck Protection Program or the Economic Injury Disaster Loan Program under the CARES Act. (c) Until the initial press release contemplated by Section 5.14 of this Agreement has been issued, the Company (i) shall not violate disclose, other than to the Company’s directors and officers (A) in connection with their evaluation of the transactions contemplated hereby and (B) who are aware of the Company’s obligations under the Letter of Intent; Confidentiality Agreement, Parent’s name (xx) make or any material change affecting the Businessother information that would reasonably be expected to identify Parent, including but not limited to (ithe names of any of Parent’s directors or officers and Parent’s mailing address) changes in wholesaler alignments, inventory levels, management organization or personnel arrangements connection with sales brokers, advertising agencies, market research projects, advertising seeking the adoption of this Agreement and promotion budgets or approval of the content of advertisements or working capital levels (payables, receivables Merger by the Shareholders and inventory); (ii) changes without in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans on sales and profitability; or (v) other than in way limiting the Ordinary Course of Business, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (xxi) amend its Certificate of Organization or limited liability company agreement; (xxii) split, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu of, or in substitution for, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxiv) enter into any employment or collective bargaining agreement, written or oral, or modify the terms of any such existing agreement; (xxv) fail to maintain the Acquired Assets in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcy; or (xxvii) enter into any Contract or agree, in writing or otherwise, to take any generality of the actions described in Section 5.1(b)(i) through foregoing clause (xxviii). above, shall redact Parent’s name and contact information from any materials shared with the Shareholders prior to the time such press release has been issued.

Conduct of the Business. At all times prior (a) During the period from the date of this Agreement to the Closing: , except as expressly permitted or required by this Agreement, as reasonably necessary to consummate the transactions contemplated hereby, or as consented to in writing by Purchaser (a) Subject such consent not to the limitations set forth in Section 5.1(bbe unreasonably withheld, conditioned or delayed), the Stockholders shall cause the Company will, and will cause its members, managers and employees to, Subsidiaries to use their commercially reasonable best efforts to (i) conduct their business only in the Business only inordinary course of business consistent with past practice, and not take any action except in, the Ordinary Course of Business and in accordance with applicable Law; (ii) use commercially reasonable efforts to preserve the Company’s business organization comply in all material respects with all applicable Laws; and goodwill(iii) consistent with past practices, maintain and preserve intact all rights the present organization, business and franchise of the Company to retain and its employees, keep available the services of its officers, employees Subsidiaries and consultants and maintain good relationships with employees, vendorscustomers, suppliers, customers licensors, licensees, contractors, distributors, regulators and others having business relationships with it; (iiithe Company or its Subsidiaries. For the avoidance of doubt, the obligations under this Section 5.1(a) subject shall not require the Stockholders or the Company or any of their Affiliates to applicable Laws, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer; (iv) except as required by Law, not take any action that would renderin relation to any actual or proposed Stockholders Burdensome Condition. Without limiting the generality of the foregoing, or which reasonably may be expected to render, any representation or warranty made by Seller in from the date of this Agreement untrue to the Closing, except as expressly permitted or would, required by this Agreement or which reasonably may be expected to, prevent the Company from performing or cause it not to perform its covenants hereunder; (v) pay all of the Company’s Liabilities and Taxes when due; and (vi) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company; (b) without first obtaining the written consent of Buyer, the Company will not, and will cause its members, officers, managers and employees not to, directly or indirectly with respect to matters set forth in Section 5.1(a) of the Company:Stockholders Disclosure Schedule (all of which shall be deemed consented to), the Stockholders shall not and shall cause the Company and its Subsidiaries not to do any of the following without Purchaser’s written consent (such consent not to be unreasonably withheld, conditioned or delayed): (i) cancel sell, lease, encumber, transfer or terminate the Company’s current insurance policies or allow otherwise dispose of any of its assets, properties or rights or acquire any assets, properties or rights having a purchase price, either individually or in the coverage thereunder to lapseaggregate, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effectexcess of $50,000; (ii) acquire by merging grant any new equity awards to any director, officer, employee, independent contractor of the Company or consolidating withany of its Subsidiaries; (iii) incur, create, guaranty or assume any Debt not otherwise currently existing (other than under its existing bank facility) or otherwise become responsible for Debt of any other Person, except unsecured current obligations and liabilities incurred in the ordinary course of business, or by purchasing take any securities action that results in an Encumbrance, other than a Permitted Encumbrance, being imposed on any asset, property or assets right of the Company or any Subsidiary thereof; (which are materialiv) enter into any agreement or commitment or make, authorize or commit to make any capital expenditures that exceed, individually or in the aggregate, to $50,000 except for capital expenditures in the amounts and for the purpose set forth in the Company) of, ’s or by any other manner, any business or any Person; (iii) sell, transfer, lease, license or assign any of the Acquired Assets or any interest therein or otherwise permit any of the Acquired Assets or any interest therein its Subsidiaries’ current capital expenditures budget as previously made available to become subject to any Encumbrance other than Permitted Encumbrances; (iv) grant any license or sublicense of any rights under or with respect to any Acquired Intellectual PropertyPurchaser; (v) take cancel any action not announced prior debts or waive any claims or rights that are material to the date Company or a Subsidiary, other than in the ordinary course of this Agreement to the customers, suppliers or distributors of the Company, including providing promotions, coupons, discounts or price increasesbusiness; (vi) except in the ordinary course of business and consistent with past practice, enter into or assume any Contract (or series of related Contracts)Company IP Agreement that would qualify as a Material Contract under Section 3.13(a) or amend or terminate any Material Contract; (vii) enter into, into or permit any of the assets owned or used by it to become bound by, assume any Contract that is would qualify as a Reinsurance Contract under Section 3.16 or would constitute a Material amend or terminate any Reinsurance Contract, or accelerate, suspend, terminate, modify, cancel or waive other than the renewal of any material right or remedy under, any such Contractexpiring Reinsurance Contract in the ordinary course of business; (viii) violate adopt a plan of complete or partial liquidation or rehabilitation or authorize or undertake a dissolution, rehabilitation consolidation, restructuring, recapitalization or other reorganization or create or acquire any Law applicable to the Companynew Subsidiaries; (ix) change issue, sell, convey, pledge, otherwise dispose of, encumber, repurchase, reclassify, split or announce redeem any change to capital stock or evidence of indebtedness or other securities of the Company Products or any services sold by of its Subsidiaries, or grant any options, warrants, calls, rights or commitments or any other agreements of any character obligating it to issue any shares of capital stock or other equity interests in the CompanyCompany or any of its Subsidiaries or any evidence of indebtedness or other securities; (x) violaterepurchase, terminate redeem, or amend otherwise acquire, or grant any Seller Contract rights or Governmental Authorizationenter into any Contracts or commitments to repurchase, redeem, or acquire, any outstanding shares of the capital stock or other securities of, or other ownership interests in, the Company or any of its Subsidiaries, or declare, set aside, make, or pay any dividend, disbursement or other distribution with respect to its capital stock or other securities or ownership interests except (i) dividends, disbursements or other distributions which do not require approval of the Domiciliary Regulatory, (ii) the Extraordinary Dividend, and (iii) the Xxxx Dividend; (xi) commence effect any Litigation other than for (A) recapitalization, reclassification, or similar change in the routine collection capitalization of accounts receivable or (B) injunctive relief on the grounds that the Company has suffered immediate and irreparable harm not compensable in money damages if the Company has obtained the prior written consent or any of Buyer, such consent not to be unreasonably withheldits Subsidiaries; (xii) declarepay, authorize settle or pay compromise any dividends onmaterial Tax audit or liability (other than payment for Taxes on a timely basis), make amend any material Tax Return, make, change or revoke any material election related to Taxes, change any taxable period or any Tax accounting method, enter into any agreement relating to Taxes or otherwise with a Tax Authority, consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment, surrender any right to claim a material Tax refund, offset or other distributions reduction in Tax liability, in each case with respect to, to the Company or redeem, repurchase or otherwise acquire any of its equity interestsSubsidiaries; (xiii) make or authorize any capital expenditure change in excess its certificate of $50,000, individually incorporation or in the aggregatebylaws; (xiv) provide enter into a new line of business, abandon or discontinue an existing line of business, surrender or relinquish or discontinue any credit, loan, advance, guaranty, endorsement, indemnity, warranty certificate of authority or mortgage to any Person, including any of the customers, members, officers, employees or managers of the Companyother Permit; (xv) borrow from (A) enter into, adopt, amend or terminate any Person by way Plan, other than for non-material amendments to Plans affecting the Employees generally and arising in the ordinary course of a loanbusiness and consistent with past practice (e.g., advancewith respect to open enrollment for health plans), guaranty(B) increase the salary, endorsementbonus or other compensation (including any severance, indemnityprofit sharing, retirement or insurance benefits) payable to any Employee or the benefits of any Employee, other than increases to non-officer base salaries in the ordinary course of business and consistent with past practice, or warranty(C) pay or otherwise grant any benefit not required by any Plan, or enter into any contract to do any of the foregoing, except in the case of each of (A)-(C) to the extent required by applicable Law; (xvi) discharge acquire or enter into any Encumbrancelease of, indebtedness any real property or other Liability (A) any direct or indirect interest in excess of $25,000, individually or in the aggregate, except for Liabilities reflected or reserved against in the Latest Financial Statements and accounts payable in the Ordinary Course of Business or (B) not permitted to be discharged under the terms of the Letter of Intentany real property; (xvii) change its credit practices, accounting methods fail to pay or practices or standards used to maintain its books, accounts or business recordssatisfy when due any material liability (other than any such liability that is being contested in good faith); (xviii) change settle or compromise any Action other than (1) the terms of its accounts Superstorm Xxxxx Matter but only to the extent such settlement or other payables or take any action directly or indirectly to cause or encourage any acceleration or delay compromise does not result in the payment imposition of a Purchaser Burdensome Condition, (2) the Xxxxxxxx Matter, or generation (3) any Actions arising in the ordinary course of its accounts business from or other payablesrelated to the obligations of the Insurance Company under any Insurance Contracts; (xix) createmake any material change in its underwriting, incur reinsurance, claims administration, pricing, reserving, accounting or become subject investment practices or policies, including changes to investment guidelines (except as required by GAAP, SAP or applicable actuarial rules or changes in in Law or the interpretation by a Governmental Authority) or enforcement thereof or adjust the Reserves relating to any LiabilityExtra Contractual Obligations or the Superstorm Xxxxx Matter in any manner that is not consistent with historical accounting principles, contingent or otherwisepolicies and practices, except current Liabilities in relation to the Ordinary Course of Business not in excess of $25,000 individually or in the aggregate and that would not violate the Company’s obligations under the Letter of Intentsettlement thereof; (xx) make any material change affecting fail to keep, or cause to be kept, all insurance policies set forth in Section 3.17 of the BusinessStockholders Disclosure Schedule, including but not limited to (i) changes or commercially reasonable replacements therefor, in wholesaler alignments, inventory levels, management organization or personnel arrangements with sales brokers, advertising agencies, market research projects, advertising full force and promotion budgets or effect through the content close of advertisements or working capital levels (payables, receivables and inventory); (ii) changes in discretionary costs, such as advertising, maintenance and repairs, research and development, and training; (iii) any capital expenditures or deferrals of capital expenditures; (iv) deviations from operating budgets or plans business on sales and profitability; or (v) other than in the Ordinary Course of Business, change any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policiesClosing Date; (xxi) amend its Certificate of Organization make any material change in internal accounting controls, disclosure controls or limited liability company agreement;procedures, or investment guidelines; or (xxii) split, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in lieu oftake, or in substitution foragree or otherwise commit to take, its current issued and outstanding membership units; (xxiii) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any interest in its securities or grant, enter into or accept any options, warrants, convertible securities or other rights to acquire any securities or any other ownership interest in the Company; (xxiv) enter into any employment or collective bargaining agreement, written or oral, or modify the terms of any such existing agreement; (xxv) fail to maintain the Acquired Assets in good repair, order and condition, reasonable wear and tear excepted; (xxvi) file a petition for bankruptcy; or (xxvii) enter into any Contract or agree, in writing or otherwise, to take any of the actions described foregoing actions. The Stockholders shall provide reasonable prior notice to Purchaser of the Company’s or its Subsidiaries’ consideration and negotiation of the transactions individually identified by an asterisk on Section 5.1(a) of the Stockholders Disclosure Schedule. Purchaser and its Representatives shall have reasonable access to information relating to all transactions set forth on Section 5.1(a) of the Stockholders Disclosure Schedule as contemplated by Section 5.2. (b) Notwithstanding any provisions of Section 5.1(a) to the contrary, no notification to or consent from Purchaser shall be required in Section 5.1(b)(iconnection with (i) through the purchase and sale of bonds, stocks, mortgages and other investment securities of any type by the Insurance Company in connection with the management of its investment portfolio in accordance with the investment guidelines in effect as of the date hereof in the ordinary course of business of the Insurance Company consistent with past practices or (xxvii). aboveii) any termination of employment in the ordinary course of business consistent with past practices.