Common use of Conduct of the Business Clause in Contracts

Conduct of the Business. Except as expressly agreed to in writing by Buyer, during the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04, Seller shall operate the Business in the Ordinary Course of Business and use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, Seller shall not, without the prior written consent of Buyer, which shall not be unreasonably withheld: (a) except in the Ordinary Course of Business, sell, lease, license or otherwise dispose of any assets, securities or property of the Business; (b) except in the Ordinary Course of Business, make any capital expenditures over $2,500; (c) make payments towards any of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actions.

Conduct of the Business. Except From the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, except for (i) as expressly agreed required by Law, (ii) any Emergency Measures, (iii) as contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10) or the Ancillary Agreements or as set forth in Section 2.8 or Section 4.1 of the Seller Disclosure Letter or (iv) as otherwise requested or consented to in writing by Buyer, during the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04which consent shall not be unreasonably conditioned, withheld or delayed, Seller and its Affiliates shall operate use commercially reasonable efforts to cause the Business to be conducted in all material respects in the Ordinary Course of Business and use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, Seller shall not, without the prior written consent of Buyer, which shall not be unreasonably withheldpermit: (a) except in the Ordinary Course Company to amend its certificate of Business, sell, lease, license incorporation or otherwise dispose of any assets, securities by-laws (or property of the Businessother comparable Organizational Documents); (b) except (i) as may be required by any Benefit Plan, (ii) in the Ordinary Course of BusinessBusiness or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, make the grant to any capital expenditures over $2,500Business Employee of any material increase in compensation or benefits, including severance or termination pay or adopt, entry into or the material amendment of any Seller Plan; (c) make payments towards the Company to issue, sell or grant options, warrants or rights to purchase or subscribe to, enter into any arrangement or contract with respect to the issuance or sale of the Excluded Liabilities, including, without limitation, payments towards the SAP leaseany Equity Interests; (d) accelerate any payment terms material change to the accounting policies or grant any early payment discounts to customerspractices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) alter through the Company to effect any merger, liquidationconsolidation recapitalization, reorganizationreclassification, restructuring stock split or like change in any other fashion the corporate structure or ownership of the Businessits capitalization; (f) settle the amendment or compromise modification or termination of any litigation (whether Material Contract or not commenced adoption or entering into a new contract that would have been a Material Contract if adopted or entered into prior to the date hereof, except in each case (i) in the Ordinary Course of Business or as required by applicable Law, (ii) any such activity otherwise permitted pursuant to another clause of this AgreementSection 4.1, or (iii) relating to the Businessas otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) transfer the Company (or, to the extent it would constitute an Assumed Liability, Seller or grant any Security Interest on of its Affiliates) to incur, create, assume or otherwise become liable for any Acquired Assetindebtedness for borrowed money in excess of $100,000, other than any indebtedness for borrowed money that will be repaid, settled and/or as to which the Company will be released from obligations thereunder pursuant to Section 1.1; (h) make the sale, assignment, transfer, conveyance, lease or other disposal of any change with respect properties, rights or assets of the Business other than assets sold or disposed of in the Ordinary Course of Business or which are otherwise immaterial to management of inventory for the BusinessBusiness (and excluding any Material Assets, other than Inventory); (i) take any action that would the Business to make any representation and warranty capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date Business or (ii) omit made in response to take any action necessary a current risk of personal injury or damage to prevent any such representation or warranty from being materially inaccurate in any respect at any such timeproperty; (j) cancelthe Company to divest or acquire, modify by merger, consolidation, acquisition of stock or waive assets, or otherwise, any of the Assumed Contracts Person or Leases business or any of the terms division thereof; (k) except as otherwise provided by GAAPthe Company to: (i) make or change any material method of Tax accounting or Tax accounting period; (ii) make, change, rescind or revoke any material election in respect of Taxes; (iii) enter into any closing agreement or other similar agreement in respect of a material amount of Taxes; (iv) file any claim for a refund of material Taxes or surrender any right to refrain from making claim a material refund or causing to be made any change in the accounting methodscredit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, principles claim, or practices of Seller assessment with a Governmental Authority with respect to the Businessa material amount of Tax; or (vi) file any material Tax Return; (l) enter into cancel or reduce in any agreement or transaction with material respect to any insurance coverage covering the Business, other than whether through a third party provider or captive, except for any cancellation in connection with the Ordinary Course replacements of Business consistent with Seller’s past practices a policy by a new or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto;successor policy of similar coverage; or (m) cancel any debt agreement or waive or compromise any claim or right commitment by Seller in connection with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to conduct of the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, do any of the foregoing actionsforegoing.

Conduct of the Business. Except as expressly agreed to Unless otherwise approved in writing by Buyerthe Buyer or set forth in Schedule 5.1, during the period from Company will, and shall cause its Subsidiaries to, comply with the date of this Agreement to following covenants until the earlier of (i) the Closing Date Effective Time and (ii) the termination of this Agreement pursuant to Section 10.04Agreement. (a) The Company will, Seller and shall operate cause its Subsidiaries to: (i) conduct the Business in the Ordinary Course of Business Business; (ii) pay all applicable Taxes as such Taxes become due and payable; (iii) maintain all Permits in the Ordinary Course of Business, and (iv) use its commercially reasonable efforts to maintain and preserve intact with respect to the Business, retain its current business organizationsofficers, keep available the services of key employees and consultants, and maintain and preserve its current officersrelationships with customers, suppliers, licensorsservice providers, licensees, advertisers, distributors regulatory authorities and others having business dealings with it, maintain its relationships with the Company or any of its customers and preserve goodwill. Subsidiaries in the Ordinary Course of Business. (b) Without limiting the generality of the foregoing, Seller shall the Company will not, without the prior written consent of Buyer, which and shall cause its Subsidiaries not be unreasonably withheldto: (ai) except amend or change the organizational documents of the Company (including the Company Organizational Documents) or its Subsidiaries, as applicable; respect; (ii) change its method of management or operations in any material (iii) dispose of, acquire or license any material (indirectly or in the aggregate) assets or properties, or make any commitment to do so, other than in the Ordinary Course of Business; (iv) (A) incur any obligation or liability other than (1) in the Ordinary Course of Business, sell(2) for Transaction Expenses, leaseor (3) Intercompany Debt, license or otherwise dispose of (B) incur any assets, securities or property of the Business; (b) except in the Ordinary Course of Businessindebtedness for borrowed money, make any capital expenditures over $2,500; (c) make payments towards any loans or advances, or assume, guarantee or endorse or otherwise become responsible for the obligation of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the BusinessPerson, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant Intercompany Debt, or (C) subject any of its properties or assets to presently existing plans or agreements disclosed herein or in a schedule heretoany Lien other than Permitted Liens; (mv) cancel prepay any debt Change in Control Payments; (vi) make any material change in the compensation paid or payable to any employee, manager, agent, representative or consultant as shown or required to be shown on Schedule 2.12(a) or make any material change in the fringe benefits of any employee, other than in the Ordinary Course of Business; (vii) promote, change the job title of, or otherwise alter in any material respect the responsibilities or duties of, any Company management or employee, except in the Ordinary Course of Business; (viii) hire any employee or consultant whose annual compensation is in excess of $100,000; (ix) enter into any licensing, distribution, sponsorship, advertising, merchant program or other similar contracts, agreements, or obligations; (x) undertake any action or fail to take any action that does or could, individually or in the aggregate, reasonably be expected to result in the loss, lapse, expiration, or abandonment of any material Owned IP; (xi) (i) enter into any Contract that, if entered into prior to the Agreement Date, would be a material IP License or Material Contract or (ii) amend, modify, renew, terminate or waive any material right under any material IP License or Material Contract; (xii) authorize for issuance, issue, sell, pledge, grant, encumber or deliver or agree or commit to issue, sell, pledge, grant, encumber or deliver any Equity Equivalents of the Company; (xiii) (i) enter into any new line of business, or incur or commit to incur any material capital expenditures or Liabilities in connection therewith or (ii) abandon or discontinue any material existing lines of business; (xiv) (i) apply for any new Permits pursuant to State and Local Cannabis Laws, or (ii) abandon any pending applications for Permits applied for under State and Local Cannabis Laws; (xv) fail to take any actions necessary to maintain the existing Company Permits in good standing; (xvi) change any method of Tax accounting, make or change any Tax election, file any amended Tax Return, settle or compromise any claim Tax liability, agree to an extension or right waiver of the statute of limitations with respect to the Acquired Assetsassessment or determination of Taxes, enter into any closing agreement with respect to any Tax or surrender any right to claim a Tax refund; (nxvii) maintain and keep in full force and effect all insurance policiesacquire any business or Person, as well as all whether by merger or consolidation, purchase of assets or equity securities or any other insurance currently maintained by Seller, with respect to the Business or comparable replacement policiesmanner; (oxviii) incur cancel or waive any indebtednessrights in excess of $100,000, guaranties of indebtedness or pay, discharge or settle any other contingent obligationsclaim $100,000; (pxix) issue make any equity, options, warrants new capital expenditure commitments in excess of $25,000 individually or other rights to acquire equity interests $50,000 in the Selleraggregate; or (qxx) authorize, or commit or agree to take, do any of the foregoing actionsreferred to in clauses (i) - (xviii).

Conduct of the Business. (a) Except as expressly agreed to approved by Purchasers Representatives in writing by Buyerwriting, during the period from between the date of this the Initial Agreement and the Closing Date, the Company will, and will cause its Subsidiaries to, and Parent shall cause the Company and its Subsidiaries to the earlier of (i) conduct the Closing Date business of the Company and its Subsidiaries only in the ordinary course of business consistent with past practice, and (ii) the termination of this Agreement pursuant to Section 10.04, Seller shall operate the Business in the Ordinary Course of Business and use its commercially reasonable best efforts to preserve intact cooperate with respect to and consummate the BusinessFinancing. (b) Between the date of the Initial Agreement and the Closing Date, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without without limiting the generality of the foregoingSection 5.2(a), Seller shall notand except as otherwise expressly provided in this Agreement, without the prior written consent of Buyerthe Purchasers Representatives, which neither the Company nor any of its Subsidiaries will take any of the following actions, and Parent shall not be unreasonably withheldcause the Company and its Subsidiaries to refrain from taking any such actions: (ai) except make or incur any capital expenditure (including with respect to internally developed and purchased software) that has not been approved in writing or budgeted for prior to the date of the Initial Agreement and, in either case, disclosed to THL and TPG prior to the date of the Initial Agreement, and which are, in the Ordinary Course aggregate, in excess of Business$50,000,000, provided, that, if the Closing does not occur by April 1, 2005, such aggregate amount shall be increased by $50,000,000; (ii) acquire, by merger or consolidation, or by purchase of, or investments in, all or substantially all of the assets or stock of, any business or any corporation, partnership, joint venture, limited liability company, association or other business organization or division thereof (or enter into any agreement other than any non-binding LOI with respect thereto) in excess of $50,000,000 million prior to Closing in the aggregate; provided that, if the Closing does not occur by April 1, 2005, such aggregate amount shall be increased by $50,000,000; (iii) amend the certificate of incorporation or bylaws of the Company or any of its Subsidiaries; (iv) other than in connection with the Financing, sell, lease, license encumber, transfer, or otherwise dispose of any properties or assets, securities real, personal or property mixed other than in the ordinary course of business consistent with past practice; except that the Businessscope of this covenant shall not include the granting of Software licenses or the provision of services by the Company or any Subsidiary; (bv) other than in connection with the $2.7 Billion Note and the Financing, create, incur, assume or guarantee any Indebtedness in excess of $50,000,000 in the aggregate; provided that, if the Closing does not occur by April 1, 2005, such aggregate amount shall be increased by $50,000,000 (provided that any such Indebtedness incurred pursuant to this clause (v) shall be for the purpose of effecting acquisitions); (vi) except as required in connection with the Financing and the $2.7 Billion Note, prepay any of its Indebtedness or Capital Leases (other than mandatory and regularly scheduled payments of principal and interest on existing Capital Leases); (vii) authorize or issue, or commit to authorize or issue any equity securities or securities convertible into or exchangeable for any equity securities of the Company or its Subsidiaries, or grant or issue any options, warrants, rights, agreements or commitments with respect to the issuance of any such equity securities; (viii) enter into any contract or transaction between the Company and any of its Subsidiaries on the one hand and any stockholder of the Company or its Affiliates or any other Related Person on the other; (A) split, combine, or reclassify any shares of its capital stock; (B) declare, set aside, or pay any dividend or make any other distribution or payment (whether in cash, stock, or property or any combination thereof) in respect of its capital stock or to its stockholders (other than (i) with respect to Taxes properly allocated to the Company or its Subsidiaries and arising in any period (or portion thereof) ending on or before the Closing Date, (ii) amounts due related to intercompany payments or to fund intercompany allocations by and among Parent and its Subsidiaries (other than the Company and its Subsidiaries) and the Company and its Subsidiaries in a manner and amount consistent with past practices and, with respect to Corporate Services only, in amounts not to exceed $4,200,000 per month, or (iii) the Parent Distribution (collectively, the "Excepted Payments")); (C) make any other actual, constructive, or deemed distribution in respect of any shares of its capital stock or otherwise make any payments (other than the Excepted Payments) to stockholders in their capacity as such; or (D) redeem, repurchase, or otherwise acquire any securities of the Company or any of its Subsidiaries; (x) waive any material rights under any Material Contract; (xi) fail to comply in any material respect with any Law applicable to the Company or any of its Subsidiaries or their respective assets or properties; (xii) take any action, or knowingly omit to take any action, that would or would reasonably be expected to result in any of the conditions to the obligations of Purchasers set forth in Section 6.2 not being fully satisfied; (xiii) increase the rate of compensation of, or pay or agree to pay any bonus or benefit to, its directors, officers or senior executives, except as may be required by any existing plan, and except in the Ordinary Course ordinary course of Businessbusiness, consistent with past practice, as part of the Company's and its Subsidiaries' annual merit cycle provided that, in no event shall any bonuses be paid for services rendered in 2004 (or agreements to pay any such bonuses be entered into) in excess of $55,000,000 in the aggregate; (xiv) enter into, adopt or amend in any material respect any written employment, severance or change of control agreement or, except as required by law, adopt or modify any employee retention program or Employee Benefit Plan, make any capital expenditures over $2,500contributions to any Employee Benefit Plan not within the ordinary course of business consistent with past practices, or take any action that results in an acceleration of vesting or timing of any employee benefit (other than by virtue of the existing terms thereof); (cxv) make payments towards enter into any covenants not to compete or any other contracts or agreements which limit or restrict the ability of the Excluded Liabilities, including, without limitation, payments towards Company or its Subsidiaries to compete in any line of business in which they currently operate other than such contracts or agreements entered into in the SAP leaseordinary course of business consistent with past practice; (dxvi) accelerate change any payment terms material election related to Taxes (unless required by Law), settle or grant compromise any early payment discounts material Tax liability or agree to customersany material adjustment of any Tax attribute, or fail to file any Tax Return when due or fail to cause such Tax Returns when filed to be complete and accurate in all material respects; (exvii) alter through merger, liquidation, reorganization, restructuring accelerate receivables or delay payables in any other fashion the corporate structure or ownership of the Businessa manner not consistent with past practice; (fxviii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of either of the Company or of any if its Subsidiaries or otherwise sell all or substantially all of the assets of the Company or of its Subsidiaries; (xix) settle or compromise any litigation (whether pending claim, judicial or not commenced prior to administrative action, suit, proceeding or investigation for more than $10,000,000 in the date of this Agreement) relating to the Businessaggregate; (g) transfer or grant any Security Interest on any Acquired Asset; (hxx) make any change with respect to management of inventory for the Business; (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, method of accounting or as of any time prior to, the Closing Date accounting practice or (ii) omit to take any action necessary to prevent any such representation policy for tax or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Businesspurposes, other than in the Ordinary Course of Business consistent with Seller’s past practices those required by GAAP or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Sellerunder applicable Law; or (qxxi) authorize, agree or commit to agree (in writing or agree otherwise) to take, do any of the foregoing actionsforegoing.

Conduct of the Business. Except as expressly agreed to in writing by Buyer, during Each of the period Company and the Purchaser covenants and agrees that: (a) from the date of this Agreement to hereof and continuing until the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant or the Effective Time, except to Section 10.04the extent that the other party shall otherwise consent in writing (which shall not be unreasonably withheld, Seller conditioned or delayed) or to the extent required by applicable law, each party shall operate the Business conduct business only in the Ordinary Course ordinary course (including the payment of Business accounts payable and the collection of accounts receivable), consistent with past practices, and shall not enter into any material transactions without the prior written consent of the other party, and shall use its commercially reasonable best efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers employees, clients, suppliers and preserve goodwillother third parties. Without limiting the generality of the foregoing, Seller shall notfrom the date hereof and continuing until the earlier of the termination of this Agreement or the Effective Time, without the other party’s prior written consent of Buyer, (which shall not be unreasonably withheldwithheld conditioned or delayed) and except to the extent required by applicable law, neither party shall, and each party shall cause its subsidiaries not to: (ai) except 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) modify, amend or enter into any contract, agreement, lease, license or commitment, which (A) is with respect to Real Property, (B) extends for a term of one year or more or (C) obligates the payment of more than $100,000 (individually or in the Ordinary Course aggregate); (iv) make any capital expenditures in excess of Business, $100,000 (individually or in the aggregate); (v) sell, lease, license or otherwise dispose of any assets, securities assets except in the ordinary course of business or property of the Businesspursuant to existing Contracts disclosed herein; (bvi) except 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 the Ordinary Course of Business, make any capital expenditures over $2,500ordinary course); (cvii) make payments towards obtain or incur any loan or other Indebtedness (other than, 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 Excluded Liabilities, including, without limitation, payments towards terms thereof or in connection with the SAP leaseBridge Financing; (dviii) accelerate suffer or incur any payment terms or grant any early payment discounts to customersLien, except for Permitted Liens; (eix) alter through mergersuffer any material damage, liquidation, reorganization, restructuring destruction or in loss of property related to any other fashion the corporate structure or ownership of the Businessassets not covered by insurance; (fx) settle delay, accelerate or compromise cancel any litigation (whether receivables or not commenced prior Indebtedness owed to such party or write off or make further reserves against the date of this Agreement) relating to the Businesssame; (gxi) transfer merge or grant consolidate with or acquire any Security Interest on other Person or be acquired by any Acquired Assetother Person or liquidate, dissolve, reorganize or otherwise wind up its business and operations; (hxii) make permit any change insurance policy protecting any assets to lapse, unless simultaneously with respect such lapse, a replacement policy underwritten by an insurance company of nationally recognized standing having comparable deductions and providing coverage equal to management of inventory or greater than the coverage under the lapsed policy for the Businesssubstantially similar premiums or less is in full force and effect; (ixiii) take adopt any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect atseverance, retention or as of any time prior toother employee plans, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive amend any of the Assumed Contracts its employee plans or Leases or any of fail to continue to make timely contributions thereto in accordance with the terms thereof; (kxiv) except as otherwise provided institute, settle or agree to settle any litigation, action, proceeding or investigation before any court or governmental body in each case in excess of $100,000 (exclusive of any amounts covered by GAAP, to refrain from making insurance) or causing to be made that imposes injunctive or other non-monetary relief on such party; (xv) make any change in the its accounting methods, principles or practices methods or write down the value of Seller with respect to the Businessany inventory or assets; (lxvi) change the jurisdiction of organization; (xvii) 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 stockholders pursuant to Section 6.6 hereof and the transactions described in Sections 8.6 and 8.7 hereof); (xviii) make or change any material Tax election or change any annual Tax accounting periods; (xix) enter into any agreement or transaction with respect or distribute or advance any assets or property to the Business, any of its Affiliates other than the payment of salary and benefits in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Sellerordinary course; or (qxx) authorize, or commit or agree to take, do any of the foregoing actionsforegoing. (b) From the date hereof through the Closing Date, 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 to, directly or indirectly, (i) encourage, solicit, initiate, engage or participate in negotiations with any Person concerning any Alternative Transaction, (ii) take any other action intended or designed to facilitate the efforts of any Person relating to a possible Alternative Transaction, or (iii) approve, recommend or enter into any Alternative Transaction or any Contract related to any Alternative Transaction. For purposes of this Agreement, the term “Alternative Transaction” shall mean any of the following transactions involving the Company or the Purchaser (other than the transactions contemplated by this Agreement): (i) any merger, consolidation, share exchange, business combination or other similar transaction, or (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 Alternative Proposal (including any changes thereto) and the identity of the person making any such Alternative Proposal. The 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. Except as expressly agreed contemplated by the CUP Agreement or, from and after the Second Closing Date or Termination of the CUP Agreement, as is reasonably necessary to in writing by Buyereffect a refinancing of the Borrower, during any Guarantor or CCR, the period from proceeds of which will be used to repay the date of this Agreement obligations pursuant to the earlier of loans made by Oaktree under the CUP Agreement, the Borrower and each Guarantor shall not, unless otherwise consented to by the Lender: (ia) the Closing Date and (ii) the termination of this Agreement pursuant with respect to Section 10.04NP Land, Seller shall operate the Business in incur or commit to incur any capital expenditures outside the Ordinary Course of Business and use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, Seller shall not, without the prior written consent of Buyer, which shall not be unreasonably withheld: (a) except in the Ordinary Course of Business, sell, lease, license or otherwise dispose of incur any assets, securities or property of the BusinessDebt; (b) except in the Ordinary Course of Businesscreate or permit any Lien on any Business Tangible Property that is not an Excluded Asset, make any capital expenditures over $2,500other than Permitted Exceptions; (c) make payments towards sell or otherwise transfer any of the its material assets or properties other than Excluded Liabilities, including, without limitation, payments towards the SAP leaseAssets; (d) accelerate any payment terms or grant any early payment discounts to customersamend its Governing Documents; (e) alter through mergerissue, liquidationsell, reorganizationpledge, restructuring encumber, transfer, dispose of or in otherwise create any Lien on, or redeem, purchase or acquire, any shares of its Capital Stock or any other fashion the corporate structure equity or ownership debt interests, or grant any options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other agreements or rights to purchase or otherwise acquire, any shares of the Businessits Capital Stock or any other equity or debt interests, or grant any stock appreciation, phantom stock, profit participation or similar rights; (f) settle effect any recapitalization, reclassification, stock split or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Businesslike change in its capitalization; (g) transfer declare or grant pay any Security Interest dividends on or make any Acquired Assetother distributions (whether in cash, property or otherwise) in respect of any of its Capital Stock or any other equity interest; (h) make any change with respect to management in the principal nature of inventory for the Businessits business; (i) take any action that would make any representation and warranty of Seller hereunder inaccurate change in any material respect atmethod of accounting for financial reporting, or as of except for any time prior to, change in financial reporting after the 1A Closing Date required by reason of a concurrent change in or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such timeinterpretation of GAAP; (j) cancelenter into (i) any transaction with a Person or entity affiliated with or related to itself, modify except upon arms-length terms and conditions, or waive (ii) any of the Assumed Contracts or Leases transaction which is motivated by an intent to evade this Agreement or any of the terms thereof;other Loan Document; or (k) except as otherwise provided by GAAP, make any commitment (whether or not in writing) to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actionsforegoing.

Conduct of the Business. Except as expressly agreed set forth on Schedule 3.9, and as referred to in writing by BuyerSection 3.8, during the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04since December 31, 2015, each Seller shall operate has conducted the Business in the Ordinary Course ordinary course of Business business consistent with past custom and use its commercially reasonable efforts to preserve intact with respect to practice and there has been no Material Adverse Effect in the Assets, condition (financial or otherwise), Liabilities, operating results, employees (including temporary or leased employees), independent contractors, supplier or customer relations, business activities or business prospects of the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality limitation of the foregoingforegoing and except as set forth on Schedule 3.9, since December 31, 2015, no Seller shall nothas (or in the case of subparagraph (p) below, without the prior written consent of Buyer, which shall not be unreasonably withheld:nor has there been): (a) except in the Ordinary Course ordinary course of Businessbusiness consistent with past custom and practice or as required by Law or contractual obligations, sell(i) increased in any manner the base compensation of, leaseor entered into any new bonus or incentive agreement or arrangement with, license any of its Personnel; (ii) paid or otherwise dispose agreed to pay any additional pension, retirement allowance, bonuses, or other employee benefit to any such Personnel, whether past or present; (iii) entered into any new employment, service, severance, consulting, or other compensation agreement with any existing Personnel; or (iv) modified the arrangement of any assets, securities existing Affiliate Transaction or property engaged in any new Affiliate Transaction other than the performance of the Businessexisting commitment; (b) cancelled any Indebtedness or waived any rights having, considered individually and not in the aggregate, a value of Twenty Five Thousand and No/100 Dollars ($25,000.00) or greater, or increased any Liability of any Seller, except in the Ordinary Course ordinary course of Business, make any capital expenditures over $2,500the business consistent with past practice; (c) make payments towards amended, terminated or canceled any Contract, other than in the ordinary course of business consistent with past practice; (d) failed to use commercially reasonable efforts consistent with past practices so as to preserve the Business intact, to keep available the services of the Personnel and to preserve the goodwill of each of (i) the ten (10) largest customers and suppliers of each of the Sellers as set forth on Schedule 3.12; and (ii) the forty (40) largest borrowers of each of the Sellers in connection with the Floorplan Business as set forth on Schedule 3.13; (e) changed any method of accounting, accounting policy or accounting practice, or materially changed any collection of payment practice, including the collection of receivables, inventory control and payment of payables; (f) sold, assigned or transferred any asset (except sales of vehicles in the ordinary course of business) or property right used in the Business, or mortgaged, pledged or subjected them to any Lien, except for Liens for current property taxes not yet due and payable; (g) sold, assigned, transferred, abandoned or permitted to lapse any Permits which, individually or in the aggregate, are material to the operation of the Business or any portion thereof, or any of the Excluded LiabilitiesProprietary Rights or other intangible assets of such Seller, or disclosed any material proprietary confidential information to any Person, granted any license or sublicense of any rights under or with respect to any Proprietary Rights or other intangible assets of such Seller; (h) made or granted any increase in benefits payable under, or amended or terminated, any existing plan, program, policy or arrangement, including, without limitation, payments towards the SAP leaseany Employee Benefit Plan or arrangement or adopted any new Employee Benefit Plan or arrangement, or entered into any new collective bargaining agreement or Multiemployer Plan; (di) accelerate any conducted the cash management customs and practices (including the timing of collection of receivables and payment terms or grant any early payment discounts to customersof payables and other current Liabilities) and maintained the books and records of the Business other than in the usual and ordinary course of business consistent with past custom and practice; (ej) alter through mergermade any loans or advances to, liquidationor guarantees for the benefit of, reorganizationor entered into any transaction with any employee or officer of the Business or any Shareholder; (k) suffered any loss, restructuring damage, destruction or casualty loss to the Business or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business; (l) received notification that any of the ten (10) largest customers or suppliers of each of the Sellers will stop or materially decrease in any other fashion respect the corporate structure or ownership rate of business done with the Business; (fm) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter entered into any agreement or other material transaction with respect relating to the Business, other than in the Ordinary Course ordinary course of Business business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assetscustom and practice; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by amended such Seller, ’s Charter Documents or taken any action with respect to the Business any such amendment or comparable replacement policiesany recapitalization, reorganization, liquidation or dissolution; (o) incur committed to any indebtedness, guaranties of indebtedness or any other contingent obligations;the foregoing; or (p) issue experienced any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actionsMaterial Adverse Effect.

Conduct of the Business. Each of the Company and Parent covenants and agrees that: (a) Except as expressly agreed to in writing contemplated by Buyerthis Agreement (including as contemplated by the PIPE Facility) or the Additional Agreements or as set forth on Schedule 6.1(a), during the period from the date of this Agreement to hereof until the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04in accordance with its terms (the “Interim Period”), Seller each party shall operate the Business (I) conduct its business only in the Ordinary Course ordinary course (including the payment of Business accounts payable and the collection of accounts receivable), consistent with past practices, and (II) use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwillassets. Without limiting the generality of the foregoing, Seller shall notand except as expressly contemplated by this Agreement (including as contemplated by the PIPE Facility) or the Additional Agreements, or as set forth on Schedule 6.1(a) or as required by applicable Law, from the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, without the other party’s prior written consent of Buyer, (which shall not be unreasonably withheldconditioned, withheld or delayed), neither the Company, Parent, nor any of its Subsidiaries, shall permit to: (ai) amend, modify or supplement its certificate 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, any (A) in the Ordinary Course case of Businessthe Company, any Material Contract or (B) in the case of Parent, material contract, agreement, lease, license or other right or asset of Parent, as applicable; (iii) other than in the ordinary course of business consistent with past practice, 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 $1,000,000 (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 the Company’s or Parent’s, as applicable, material assets, securities except pursuant to existing contracts or property commitments disclosed herein or in the ordinary course of the Businessbusiness consistent with past practice; (bvi) (A) pay, declare or promise to pay 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 equityholder in its capacity as such; and (C) except as contemplated hereby or by any Additional Agreement, amend any term, right or obligation with respect to any outstanding shares of its capital stock or other equity securities; (vii) (A) make any loan, advance or capital contribution to any Person; (B) incur any Indebtedness including drawings under the lines of credit, in the case of the Company, in excess of an aggregate principal amount of $250,000 or such lesser amount if the aggregate principal amount of such new Indebtedness together with the aggregate principal amount all other Indebtedness of the Company would exceed $1,000,000 other than (1) loans evidenced by promissory notes made to Parent as working capital advances as described in the Prospectus, (2) extension financing incurred by Parent and (3) intercompany Indebtedness; or (C) repay or satisfy any Indebtedness, other than the repayment of Indebtedness in accordance with the terms thereof; (viii) suffer or incur any Lien, except for Permitted Liens, on the Company’s or Parent’s, as applicable, assets; (ix) delay, accelerate or cancel, or waive any material right with respect to, any receivables or Indebtedness owed to the Company or Parent, as applicable, or write off or make reserves against the same (other than, in the case of the Company, in the ordinary course of business consistent with past practice); (x) 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; (xi) terminate or allow to lapse any insurance policy protecting any of the Company’s or Parent’s, as applicable, assets, unless simultaneously with such termination or lapse, a replacement 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 terminated or lapsed policy for substantially similar premiums or less is in full force and effect; (xii) institute, settle or agree to settle any Action before any Authority, in each case in excess of $500,000 (exclusive of any amounts covered by insurance) or that imposes injunctive or other non-monetary relief on such party; (xiii) except as required by U.S. GAAP, make any material change in its accounting principles, methods or practices or write down the value of its assets; (xiv) change its principal place of business or jurisdiction of organization; (xv) except in connection with the Ordinary Course exercise of Businessrights under the terms of any of the Company Preferred Stock, make Subsidiary Capital Stock, Company Options, Company Warrants or Company Convertible Notes, or with respect to the PIPE Facility, issue, redeem or repurchase any capital expenditures over $2,500stock, membership interests or other securities, or issue any securities exchangeable for or convertible into any shares of its capital stock or other securities, other than any redemption by Parent of shares of Parent Common Stock and Parent Units held by its public stockholders, in connection with the Subscription Agreements or as otherwise contemplated herein or in any Additional Agreement; (cxvi) make payments towards (A) make, change or revoke any material Tax election; (B) change any material method of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; accounting; (d) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (fC) settle or compromise any litigation material claim, notice, audit report or assessment in respect of Taxes ; (whether D) enter into any Tax allocation, Tax sharing, Tax indemnity or not commenced prior to the date of this Agreement) other closing agreement relating to any Taxes (other than a contract entered into in the Businessordinary course of business consistent with past practices, the primary purpose of which is not related to Taxes); (E) surrender or forfeit any right to claim a material Tax refund, or (F) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Intended Tax Treatment; (gxvii) transfer enter into any transaction with or grant distribute or advance any Security Interest on material assets or property to any Acquired Assetof its Affiliates, other than (A) the payment of salary and benefits in the ordinary course; or (B) with Affiliates of such Person that are consolidated in the financial statements a Party; (hxviii) solely in the case of the Company, other than as required by Law, by a Plan, or in the ordinary course of business, (A) increase the compensation or benefits of any employee of the Company at the level of an executive officer (SVP or above), except for annual compensation increases in the ordinary course of business consistent with past practices, (B) accelerate the vesting or payment of any compensation or benefits of any employee or service provider of the Company, (C) enter into, amend 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) make any change loan to any present or former employee or other individual service provider of the Company, other than advancement of expenses in the ordinary course of business consistent with respect past practices, (E) enter into, amend or terminate any collective bargaining agreement or other agreement with a labor union or labor organization; or (F) adopt any severance, retention or other employee plan or fail to management of inventory for continue to make timely contributions to each Plan in accordance with the Businessterms thereof; (xix) solely in the case of Parent, hire or offer to hire any additional employees, or engage or offer to engage any consultant, independent contractor, or service provider (except for such employees, independent contractors, or service providers who will exclusively perform services for the Parent before and after the Closing); (xx) solely in the case of the Company, hire or offer to hire any senior level executive, unless an officer of Parent is part in the interview committee; (xxi) fail to duly observe and conform to any applicable Laws and Orders; or (xxii) agree or commit to do any of the foregoing. (b) Neither party shall (i) take or agree to take any action that would make be reasonably likely to cause any representation and or warranty of Seller hereunder such party to be inaccurate or misleading in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take take, or agree to omit to take, any action necessary to prevent any such representation or warranty from being materially inaccurate or misleading in any respect at any such time;. (jc) cancelNotwithstanding the foregoing, modify or waive the Company and Parent, and its Subsidiaries, shall be permitted to take any of and all actions required to comply in all material respects with the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAPquarantine, to refrain from making or causing to be made any change “shelter in the accounting methodsplace,” “stay at home,” workforce reduction, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Businesssocial distancing, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policiesshut down, as well as all other insurance currently maintained by Sellerclosure, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness sequester or any other contingent obligations;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. (pd) issue any equityNothing in this Agreement is intended to give Parent or Merger Sub, optionsdirectly or indirectly, warrants the right to control or other rights direct the Company’s operations prior to acquire equity interests the Outside Closing Date, and nothing in this Agreement is intended to give the Seller; or (q) authorizeCompany, directly or commit indirectly, the right to control or agree direct Parent’s or its Subsidiaries’ operations prior to takethe Outside Closing Date. Prior to the Outside Closing Date, any each of the foregoing actionsCompany, Parent and Merger Sub 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. Except as expressly agreed to in writing by Buyer, during the period from (a) From the date of this Agreement to the earlier of (i) hereof until the Closing Date and (ii) or the earlier termination of this Agreement pursuant Agreement, the Sellers shall cause the Company to Section 10.04, Seller shall operate the Business in the Ordinary Course of Business and use its commercially reasonable efforts to preserve intact with respect conduct its and its Subsidiaries’ business in the ordinary course of business, except as set forth on the Covenants Exceptions Schedule. (b) From the date hereof until the Closing Date or the earlier termination of this Agreement, except as otherwise contemplated by this Agreement, as set forth on the Covenants Exceptions Schedule or as consented to in writing by the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, Seller shall not, without the prior written Purchaser (such consent of Buyer, which shall not to be unreasonably withheld, delayed or conditioned), the Sellers shall cause the Company and each of its Subsidiaries to: (ai) not (A) amend or propose to amend the respective certificates of incorporation, bylaws, certificates of formation or limited liability company agreements or other organizational documents of the Company or any of its Subsidiaries in any manner or (B) split, combine or reclassify the capital stock or other Equity Interests of the Company or any of its Subsidiaries; (ii) not issue, sell, pledge, transfer or dispose of, or agree to issue, sell pledge, transfer or dispose of, any shares of capital stock or other Equity Interests of the Company or any of its Subsidiaries or issue any shares of capital stock or Equity Interests of any class or issue or become a party to any subscriptions, warrants, rights, options, phantom equity, equity appreciation or other incentive equity rights, convertible securities or other agreements or commitments of any character relating to the issued or unissued capital stock or other Equity Interests of the Company or any of its Subsidiaries (other than this Agreement and the agreements contemplated hereby), or grant any stock appreciation or similar rights; (iii) not redeem, purchase or otherwise acquire any outstanding shares of capital stock or other Equity Interests of the Company or any of its Subsidiaries or declare or pay any non-cash dividend or make any other distribution of cash or other property to any Person other than the Company or one or more of its Subsidiaries on or prior to the Closing Date, except for the redemption of the Non-Voting MRPS Shares for an amount equal to the Non-Voting MRPS Redemption Amount in accordance with Section 3.02(b); (iv) not (A) grant to any current or former employee, officer, director, or individual service provider of the Company or any of its Subsidiaries any increase in compensation or benefits, except (1) for regularly scheduled base salary increases made in the ordinary course of business consistent with past practice or (2) as may be required by applicable Law or the terms of any Plan or Canadian Employee Benefit Plan; (B) modify, establish, enter into, amend, or terminate any Plan or Canadian Employee Benefit Plan (or any arrangement that would constitute a Plan or Canadian Employee Benefit Plan, if adopted and in effect on the date hereof) or accelerate the time of payment, vesting or funding of any compensation or benefits under any Plan or Canadian Employee Benefit Plan or otherwise (or any arrangement that would constitute a Plan or Canadian Employee Benefit Plan, if adopted and was in effect on the date hereof), except to the extent required by Law or the terms of any Plan or Canadian Employee Benefit Plan or contract; (C) terminate the employment of any individual with an annual base salary in excess of $150,000.00, other than for cause; (D) pay or provide to any current or former employee, director, executive officer or independent contractor any compensation or benefit, other than the payment of base compensation in the ordinary course of business consistent with past practice except to the extent required by Law or the terms of any Plan or Canadian Employee Benefit Plan or contract; (E) hire any employee or engage any individual independent contractor with annual base salary or fees in excess of $150,000.00; or (F) implement any employee layoffs triggering the WARN Act or similar foreign, state, or local Law; (v) not sell, lease, transfer or otherwise dispose of, any material owned property or assets of the Company or any of its Subsidiaries, except for (A) the sale, lease, transfer or disposition of inventory or obsolete machinery or equipment in the ordinary course of business and consistent with past practice and, (B) as to the Leased Real Property, the exercise of the Company’s or any of its Subsidiaries’ rights and remedies under any Lease, in the ordinary course of business, including any expiration, termination, renewal, expansions, reductions or similar rights as to such Leased Real Property; (vi) except in the Ordinary Course ordinary course of Businessbusiness and consistent with past practice, sell, lease, license or otherwise dispose not offer discounts on the sale of any assetsproducts, securities the provision of services or property the payment of the Businessaccounts receivable; (bvii) except in the Ordinary Course ordinary course of Businessbusiness and consistent with past practice, make any capital expenditures over $2,500not offer premiums on the purchase of raw materials; (cviii) except in the ordinary course of business and consistent with past practice, not increase or decrease levels of the Company’s inventory; (ix) not enter into, amend or terminate any contract listed or that would be required to be listed on the Contracts Schedule (other than in the ordinary course of business consistent with past practices) or any Lease of Leased Real Property; (x) not acquire any business or Person, by merger or consolidation, purchase of assets or Equity Interests, or by any other manner, in a single transaction or a series of related transactions; (xi) except in accordance with the capital budget of the Company and its Subsidiaries, not commit or authorize any commitment to make payments towards any, in excess of two hundred thousand dollars ($200,000) in the aggregate, capital expenditures or not fail to make capital expenditures in accordance with such budget; (xii) not incur any indebtedness for borrowed money, guarantee any Liability of any other Person, or mortgage or encumber any of its assets (other than Permitted Liens) or permit any of the Excluded LiabilitiesCompany’s or any of its Subsidiaries’ assets to become subject to any Liens (other than Permitted Liens), includingother than with respect to Indebtedness that will repaid at or prior to the Closing or Liens that will be released at or prior to Closing; provided, without limitationhowever, payments towards any liens under clause (vi) of the SAP leasedefinition of “Permitted Liens” shall not be considered Permitted Liens for purposes of this Section 8.01(b)(xii); (dxiii) accelerate not make any payment terms change in any method of accounting or grant auditing practice, including any early payment discounts to customersworking capital procedures or practices, other than changes required as a result of changes in GAAP or applicable Law; (exiv) alter through mergernot make any loans, liquidationadvances or capital contributions to, reorganizationor investments in, restructuring or in any other fashion the corporate structure Person other than loans, advances or ownership capital contributions by of the BusinessCompany or any of its Subsidiaries (A) to any Subsidiary or (B) to any employee in connection with travel, entertainment and related business expenses or other customary out-of-pocket expenses in the ordinary course of business; (fxv) settle or compromise any litigation not (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (hA) make any or change with respect to management of inventory for the Business; (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect atTax election, (B) change any Tax accounting period, (C) adopt or as change any material method of Tax accounting, (D) file any time prior toIncome Tax Return or other material Tax Return, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (lE) enter into any Tax allocation, sharing, indemnity or similar agreement or transaction arrangement or any “closing agreement” or any similar agreement or arrangement with any taxing authority, (F) settle any claim or assessment in respect of a material amount of Tax, (G) consent to any extension or waiver of the Businesslimitations period applicable to any material Tax claim or assessment, (H) surrender or waive any claim for a refund of Taxes, (I) apply for any private letter ruling or other Tax ruling, or (J) incur any Tax Liability other than in the Ordinary Course ordinary course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule heretobusiness; (mxvi) cancel not (A) fail to make, or fail to cause to be made, any debt requisite filings, renewals, recordings, payments, and other acts with an applicable Governmental Body to maintain and protect Company Intellectual Property except in the case where the Company would be unable to support the renewal of such Company Intellectual Property in the ordinary course of business; (B) sell, dispose of, or abandon any Company Intellectual Property; (C) license any Company Intellectual Property except as would be done in the ordinary course of business; or (D) disclose, or cause to be disclosed, any confidential information relating to any Company Intellectual Property to a third party who is not subject to a non-disclosure agreement that prevents the further disclosure of such information; (xvii) not commence, compromise, settle or release any litigation or claim (including any class action or any claim involving a Governmental Body) for an amount that would, individually or in the aggregate, reasonably be expected to exceed one hundred thousand dollars ($100,000), or waive or compromise any claim or material right with respect to the Acquired Assetsthereto; (nxviii) maintain and keep in full force and effect all insurance policiesnot undertake or commence any environmental sampling, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness analysis or any other contingent obligations;environmental investigatory, corrective or remedial action relating to or otherwise on, in, at or under any property or assets, including any property or assets of the Company or any of its Subsidiaries, except to the extent such action is required by Environmental Laws, and then only to the extent any such action is in the ordinary course of business and consistent with past practice; and (pxix) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) not authorize, or commit or agree (whether orally or in writing) to take, take any of the foregoing actionsaction described in this Section 8.01(b).

Conduct of the Business. Except as expressly agreed to in writing by Buyer, during the period from From the date of this Agreement to the earlier of (i) hereof until the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04Date, except as set forth on Schedule 5.01, Seller shall operate cause the Companies and the Subsidiaries to conduct the Business in the Ordinary Course of Business ordinary course consistent with past practice and to use its commercially reasonable efforts to preserve intact its business organizations and relationships with respect third parties and to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors present officers and others having business dealings with it, maintain its relationships with its customers and preserve goodwillemployees. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except as disclosed on Schedule 5.01 or as contemplated by any of the Transaction Documents, Seller shall not, without will not permit the prior written consent of Buyer, which shall not be unreasonably withheldCompanies or any Subsidiaries to: (a) except adopt or propose any change in the Ordinary Course its certificate of Business, incorporation or bylaws or other organizational documents; (b) merge or consolidate with any other Person or acquire a material amount of assets from any other Person; (c) sell, lease, license or otherwise dispose of any assets, securities material assets or property of the Business; except (bi) except pursuant to existing contracts or commitments or (ii) otherwise in the Ordinary Course of Business, make any capital expenditures over $2,500; (c) make payments towards any of the Excluded Liabilities, including, without limitation, payments towards the SAP leaseordinary course consistent with past practice; (d) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; (i) take any action that would make any representation and or warranty of Seller hereunder in Sections 3.06, 3.07 and 3.09 inaccurate in any material respect atat the Closing Date; (e) amend, modify, extend, renew or terminate any existing lease in any material respect for the use or occupancy of any real property, or as enter into any new lease, sublease, license or other agreement for the use or occupancy of any time prior to, the Closing Date or real property; (iif) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate that would result in any respect at any such timea knowing and material violation of Applicable Law; (jg) cancelknowingly enter into any customer contract that, modify if in existence at the date hereof, would be required to be disclosed pursuant to Section 3.20(c); (h) with respect to any Tax with respect to which a Company or waive Subsidiary files a Separate Return, make or change any of election, change an annual accounting period, adopt or change any accounting method, file any amended Tax return, enter into any closing agreement, settle any Tax claim or assessment relating to the Assumed Contracts or Leases Companies or any of the terms thereof; (k) except as otherwise provided by GAAPSubsidiaries, surrender any right to refrain from making claim a refund of Taxes, consent to any extension or causing waiver of the limitation period applicable to be made any change in the accounting methods, principles Tax claim or practices of Seller with respect assessment relating to the Business; (l) enter into Companies or any agreement of the Subsidiaries, or transaction with respect take any other similar action relating to the Businessfiling of any Tax return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other than in action would have the Ordinary Course effect of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to increasing the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to Tax liability of the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness Companies or any other contingent obligations; (p) issue of the Subsidiaries for any equity, options, warrants or other rights to acquire equity interests in period ending after the SellerClosing Date; or (qi) authorize, agree or commit or agree to take, do any of the foregoing actionsforegoing.

Conduct of the Business. Except as expressly agreed to in writing by Buyer, during the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04, Seller shall operate the Business in the Ordinary Course of Business and use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, Seller shall not, without the prior written consent of Buyer, which shall not be unreasonably withheld: (a) except in the Ordinary Course of Business, sell, lease, license or otherwise dispose of any assets, securities or property of the Business; (b) except in the Ordinary Course of Business, make any capital expenditures over $2,500; (c) make payments towards any of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; (i) take (i)take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actions.

Conduct of the Business. Except From the date hereof until the Closing, except (i) as otherwise expressly agreed contemplated or expressly required by this Agreement or the Ancillary Agreements, (ii) in connection with any COVID-19 Measures, (iii) as required by applicable Law, (iv) as set forth in Section 4.1 of the Seller Disclosure Letter or (v) as otherwise consented to in writing by Buyer, during the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04which consent shall not be unreasonably withheld, conditioned or delayed, Seller shall operate cause each of the Target Companies to use reasonable best efforts to conduct the Business in the Ordinary Course ordinary course of Business and use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwillbusiness. Without limiting the generality Except as set forth in Section 4.1 of the foregoing, Seller shall notDisclosure Letter, without the prior written consent of Buyer, Buyer (which shall not be unreasonably withheld: , conditioned or delayed), Seller shall not (a) except in the Ordinary Course of Business, sell, lease, license or otherwise dispose of any assets, securities or property of the Business; (b) except in the Ordinary Course of Business, make any capital expenditures over $2,500; (c) make payments towards any of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or and shall cause its Subsidiaries not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller), with respect to the Business or comparable replacement policiesany Target Company: (a) amend the Organizational Documents of any of the Transferred Companies or any of their respective Subsidiaries or take or authorize any action to wind up the affairs or dissolve such Transferred Companies or any of their respective Subsidiaries; (b) other than as required by applicable Law or, in the case of the following clauses (ii), (iii) or (v), as required by the existing terms of any existing Company Plan disclosed to Buyer prior to the date hereof, (i) enter into any employment or other similar agreement (or amend any such existing agreement) with, or terminate (other than for “cause”), any (A) Business Employee (or any individual who would be a Business Employee upon hire) at the director level or above or (B) independent contractor with an annual base salary or fee in excess of $160,000, (ii) increase the compensation or benefits payable or provided under any existing, or establish, adopt or enter into any new, severance or termination pay policies or arrangements, (iii) (A) establish, adopt, enter into, terminate or materially amend any bonus, profit-sharing, thrift, pension, retirement, deferred compensation, equity or equity-based or other Company Plan (including any plan, program or arrangement that would be a Company Plan if it was in effect on the date hereof) or, with respect to employees of a Target Company, any Seller Benefit Plan, except in a manner that would not increase the liability of, or any of the obligations set forth in Section 4.5 with respect to, Buyer or any Target Company or (B) accelerate the time of payment, vesting or funding of any compensation or benefits thereunder or otherwise, or (1) increase the compensation, bonus opportunity or other benefits payable or provided to any current or former officer, director, employee or individual independent contractor of the Target Companies (A) at the director level or above or (B) with an annual base salary or fee in excess of $160,000; (c) issue, sell or grant options, warrants or rights to purchase or subscribe to, enter into any arrangement or contract with respect to the issuance or sale of, or redeem or repurchase any Transferred Company Securities or any Subsidiary Securities or make any changes (by combination, reorganization or otherwise) in the capital structure of any of the Transferred Companies or any of their respective Subsidiaries (other than pursuant to the terms of awards under the Company Plan); (d) (i) sell, assign, dispose, abandon, let lapse or expire (except for patents pursuant to their statutory term), transfer, pledge or encumber, or grant any Lien (other than a Permitted Lien) on, any of its Assets, Owned Intellectual Property or equity interests, except in the ordinary course of business, (ii) acquire or purchase any material assets, other than the acquisition of equipment and inventory in the ordinary course of business, (iii) make a material acquisition or investment in any Person or division of a business or (iv) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation or recapitalization; (e) make any material change in accounting methodology, practice or policy used by the Business in the preparation of its financial statements, other than changes required by GAAP or applicable Law; (f) (i) enter into, assume, terminate, renew on materially adverse terms or materially and adversely amend any Material Contract or any agreement that would be a Material Contract if it existed as of the date hereof (in each case, excluding satellite capacity agreements that are the subject of clause (ii)), other than Material Contracts (A) entered into or renewed in the ordinary course of business and (B) where the amount involves, individually or in the aggregate, less than $500,000 in the aggregate, (ii) enter into assume, terminate, extend or permit to extend the term, renew, modify or amend any satellite capacity agreement (including any service order) unless such agreement is terminable in full by a Target Company (without penalty or cost) at any time or (iii) amend, modify or waive any term of any Material Contract, any agreement that would be a Material Contract if it existed as of the date hereof or any satellite capacity agreement (including any service order), in each case, to defer, delay or extend the due date for any payment obligation of Seller Group in connection with the Business or by the Target Companies; (g) make any capital expenditures or commitments for capital expenditures in excess of $250,000 individually or $1,000,000 in the aggregate in any given year, other than in the ordinary course of business (which, for the avoidance of doubt, includes airborne equipment) or pursuant to the current capital expenditures budget set forth in Section 4.1(g) of the Seller Disclosure Letter; (h) (i) incur any Indebtedness (other than incurrence of Merchant of Record Liabilities, the deferral of payroll taxes in accordance with the CARES Act or guarantees permitted by Section 4.1(h)(iii)), (ii) forgive, cancel or compromise any material debt or claim, or (iii) grant any indemnity, bond or other guarantee for the benefit of any Person, other than, in each case, for which the Target Companies and the Business will not have any liability at and after the Closing; (i) commence, pay, discharge, settle or compromise any material Litigation; (j) except as required by Law, cause any of the Target Companies to (i) transfer the sponsorship of, or any assets or liabilities of, any Company Plan to any Person other than a Target Company, or (ii) accept the sponsorship, or any assets or liabilities, of any Seller Benefit Plan or any other Benefit Plan that would be a Seller Benefit Plan if in effect as of the date hereof; (k) enter into, renew, modify or amend any Affiliate Arrangement that would remain in effect after the Closing or modify or amend the Reorganization Agreement; (l) (i) fail to maintain the Leased Real Property in substantially the same condition as of the date of this Agreement, ordinary wear and tear excepted, or (ii) materially and adversely amend or terminate any material Lease or enter into any material new lease, sublease, license or other agreement for the use or occupancy of any real property; (i) disclose any trade secrets material to the Business that are either (x) included in the Owned Intellectual Property or (y) that Seller will license to Buyer under the IP License Agreement and material to the Business (other than, in each case, pursuant to a written confidentiality agreement), or (ii) enter into any new contracts or agreements that would require the license, disclosure or delivery of any source code constituting a Business Product; (n) except to the extent an action is taken with respect to a Consolidated or Combined Return that could not reasonably be expected to result in an increase in the Tax liability of any Target Company for any period following the Closing, (i) make, change or revoke any income or other material Tax election, (ii) change any Tax annual accounting period, (iii) adopt or change any income or other material Tax accounting method, (iv) file any amended income or other material Tax Return, (v) enter into any material closing agreement, (vi) settle, compromise, concede or abandon any Tax claim or assessment relating to a material amount of Taxes, (vii) surrender any right to claim a material refund of Taxes, (viii) fail to pay any income or other material Tax as it becomes due, or (ix) consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to a material amount of Taxes; (o) incur declare, make or pay any indebtedness, guaranties of indebtedness dividend or other distribution or return any capital (in each case other contingent obligationsthan cash and cash equivalents) or undergo any capital reorganization; (p) issue negotiate, modify, extend or enter into any equityLabor Contract or recognize or certify any labor union, optionslabor organization, warrants works council, or other rights to acquire equity interests in group of employees as the Seller; orbargaining representative for any employees of the Target Companies or the Business; (q) layoff any Business Employee (other than for cause or documented significant poor performance) or implement or conduct any plant closings, reductions in force, furloughs, temporary layoffs, salary or wage reductions, work schedule changes or other such actions; (r) enter into, allow or provide for, sell, advertise or otherwise promote pre-paid or similar service agreements; (s) waive or release any noncompetition, non-solicitation, nondisclosure, noninterference, non-disparagement or other similar restrictive covenant obligations of any current or former employee or independent contractor; (t) authorize, agree or commit or agree to take, do any of the foregoing actionsforegoing.

Conduct of the Business. Each of the Company and Parent covenants and agrees that: (a) Except as expressly agreed to in writing contemplated by Buyerthis Agreement or the Ancillary Agreements or as set forth on Schedule 6.1(a), during the period from the date of this Agreement to hereof until the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04in accordance with its terms (the “Interim Period”), Seller each party shall operate the Business conduct its business only in the Ordinary Course ordinary course (including the payment of Business accounts payable and the collection of accounts receivable), consistent with past practices and use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwillassets. Without limiting the generality of the foregoing, Seller shall notand except as expressly contemplated by this Agreement or the Ancillary Agreements, or as required by applicable Law, from the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, without the other party’s prior written consent of Buyer, (which shall not be unreasonably withheldconditioned, withheld or delayed), neither the Company nor Parent shall, nor shall either permit any of its Subsidiaries to: (ai) 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, any (A) in the Ordinary Course case of Businessthe Company, any Material Contract or (B) in the case of Parent, material contract, agreement, lease, license or other right or asset of Parent, as applicable; (iii) other than in the ordinary course of business consistent with past practice, 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 US$200,000 (individually or in the aggregate); (iv) make any capital expenditures in excess of US$200,000 (individually or in the aggregate); (v) sell, lease, license or otherwise dispose of any of the Company’s or Parent’s, as applicable, material assets, except pursuant to existing contracts or commitments disclosed herein or in the ordinary course of business consistent with past practice; (vi) solely in the case of the Company, sell, lease, license or otherwise dispose of any assets, securities or property of the BusinessCompany Owned IP; (bvii) (A) pay, declare or promise to pay 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 shareholder or other equityholder in its capacity as such; and (C) except as contemplated hereby or by any Ancillary Agreement, amend any term, right or obligation with respect to any outstanding shares of its capital stock or other equity securities; (viii) (A) make any loan, advance or capital contribution to any Person; (B) incur any Indebtedness including drawings under the lines of credit, in the case of the Company, in excess of an aggregate principal amount of US $250,000 or such lesser amount if the aggregate principal amount of such new Indebtedness together with the aggregate principal amount all other Indebtedness of the Company would exceed US $1,000,000 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; (ix) repay any Company Convertible Note or permit the conversion of any Company Convertible Note by any holder thereof; (x) suffer or incur any new Lien, except for Permitted Liens, on the Company’s or Parent’s, as applicable, assets; (xi) delay, accelerate or cancel, or waive any material right with respect to, any receivables or Indebtedness owed to the Company or Parent, as applicable, or write off or make reserves against the same (other than, in the case of the Company, in the ordinary course of business consistent with past practice); (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 Company’s or Parent’s, as applicable, assets, unless simultaneously with such termination or lapse, a replacement policy underwritten by an insurance company of similar recognized standing having comparable deductions and providing coverage equal to or greater than the coverage under the terminated or lapsed policy for substantially similar premiums or less is in full force and effect; (xiv) institute, settle or agree to settle any Action before any Authority, in each case in excess of US$200,000 (exclusive of any amounts covered by insurance) or that imposes injunctive or other non-monetary relief on such party; (xv) except as required by U.S. GAAP, make any material change in its accounting principles, methods or practices or write down the value of its assets; (xvi) change its principal place of business or jurisdiction of organization; (xvii) except in connection with the Ordinary Course exercise of Businessrights under the terms of any of the Company Preferred Stock, make Company Convertible Notes or Company Options, issue, redeem or repurchase any capital expenditures over $2,500stock, membership interests or other securities, or issue any securities, including any securities exchangeable for or convertible into any shares of its capital stock or other securities, other than any redemption by Parent of Parent Class A Ordinary Shares and Parent Units held by its public shareholders pursuant to the Parent Articles or as otherwise contemplated herein or in any Ancillary Agreement; (cxviii) make payments towards (A) make, change or revoke any material Tax election; (B) change any material method of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; accounting; (d) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (fC) settle or compromise any litigation material claim, notice, audit report or assessment in respect of Taxes; (whether D) enter into any Tax allocation, Tax sharing, Tax indemnity or not commenced prior to the date of this Agreement) other closing agreement relating to any Taxes (other than a contract entered into in the Businessordinary course of business consistent with past practices, the primary purpose of which is not related to Taxes); (E) surrender or forfeit any right to claim a material Tax refund, or (F) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Domestication Intended Tax Treatment or the Merger Intended Tax Treatment; (gxix) transfer enter into any transaction with or grant distribute or advance any Security Interest on material assets or property to any Acquired Assetof its Affiliates, other than the payment of salary and benefits in the ordinary course; (hxx) solely in the case of the Company, other than as required by Law, by a Plan, (A) increase the compensation or benefits of any employee of the Company at the level of manager or above, except for annual compensation increases in the ordinary course of business consistent with past practices, (B) accelerate the vesting or payment of any compensation or benefits of any employee or service provider of the Company, (C) enter into, amend 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) make any change loan to any present or former employee or other individual service provider of the Company, other than advancement of expenses in the ordinary course of business consistent with respect to management of inventory for the Businesspast practices, (E) enter into, amend or terminate any collective bargaining agreement or other agreement with a labor union or labor organization; or (F) adopt any severance or retention plan; (xxi) solely in the case of Parent, hire or offer to hire any additional employees, or engage or offer to engage any consultant, independent contractor, or service provider; (xxii) fail to duly observe and conform in all material respects with any applicable Laws and Orders; or (xxiii) agree or commit to do any of the foregoing. (b) Neither party shall (i) take or agree to take any action that would make be reasonably likely to cause any representation and or warranty of Seller hereunder such party to be inaccurate or misleading in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take take, or agree to omit to take, any action necessary to prevent any such representation or warranty from being materially inaccurate or misleading in any respect at any such time;. (jc) cancelNotwithstanding the foregoing, modify the Company and Parent, and the Subsidiaries of either of them, shall be permitted to take any and all actions required to comply in all material respects with any applicable COVID-19 Measures or waive any changes thereto. (d) Nothing in this Agreement is intended to give Parent or Merger Sub, directly or indirectly, the right to control or direct the Company’s operations prior to the Closing Date, and nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Closing Date. Prior to the Closing Date, each of the Assumed Contracts or Leases or any of Company, Parent and Merger Sub shall exercise, consistent with the terms thereof; (k) except as otherwise provided by GAAPand conditions of this Agreement, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain complete control and keep in full force supervision over its and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actionsits Subsidiaries’ respective operations.

Conduct of the Business. Except as otherwise expressly agreed to in writing permitted or required by Buyerthis Agreement, during the period from between the date of this Agreement to the earlier of (i) and the Closing Date the Seller acknowledges and agrees that: (iia) Seller shall conduct the Business only in the ordinary course in a manner consistent with past practices and industry norms; (b) the termination of this Agreement pursuant to Section 10.04, Seller shall operate maintain and service the Acquired Assets consistent with past practice and preserve intact the Business in as it is currently organized; (c) Seller shall, at its own expense, maintain all insurance covering the Ordinary Course of Business and the Acquired Assets in full force and effect until 12:01 A.M. on the first day following the Closing Date with responsible companies, comparable in amount, scope and coverage to that in effect on the date hereof; (d) Seller will use its commercially reasonable efforts to preserve intact obtain in writing as promptly as possible all Closing Consents; (e) Seller shall not: (i) incur any Liability which would be an Assumed Liability which is outside the ordinary course of business; (ii) enter into, amend, modify, terminate (partially or completely), grant any waiver under or give any consent with respect to any Seller Contract or incur any Liability outside the Businessordinary course of business; (iii) violate or default under, its current business organizations, keep available or take or fail to take any action that (with or without notice or lapse of time or both) would constitute a violation or default under any term or provision of any Seller Contract; or (iv) create or permit the services creation of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality any Encumbrance on any of the foregoingAcquired Assets, other than Permitted Encumbrances; (f) the Seller shall comply in all material respects with all applicable Laws, ordinances, codes, rules and regulations; (g) except in the ordinary course of business consistent with past practice, Seller shall not, without the prior written consent of Buyer, (i) incur any indebtedness for money borrowed (other than advances from Affiliates which shall not be unreasonably withheld: constitute Retained Liabilities); (aii) except in the Ordinary Course of Business, sell, lease, license or otherwise dispose of any assets, securities or property of the Business; (b) except in the Ordinary Course of Business, make any capital expenditures over $2,500; or commitments for capital expenditures; or (ciii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; (iv) enter into any employment Contract or hire any new employees, increase the rate of compensation payable or to become payable by it to any officer or any other executive employee or make any general increase in the compensation or rate of compensation payable or to become payable to hourly employees or salaried employees; (v) accrue or pay to any of its officers or employees any bonus, profit-sharing, retirement pay, insurance, death benefit, fringe benefit or other compensation, except as disclosed in the Schedules hereto; or (vi) make payments towards any of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms or grant any early payment discounts advances to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset;its employees; and (h) make any change Seller shall confer with respect Buyer prior to management of inventory for the Business; (i) take taking any action that would make any representation and warranty outside the ordinary course of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller business with respect regard to the Business; (l) enter into any agreement or transaction with respect . Notwithstanding anything herein to the Businesscontrary contained above, other than Seller may incur Liabilities in the Ordinary Course ordinary course of Business consistent with Seller’s past practices or pursuant business in an amount not to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests exceed $25,000 in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actionsaggregate.

Conduct of the Business. Each of the Company, DLQ Parent, Parent and Merger Sub covenants and agrees that: (a) Except as expressly agreed to in writing contemplated by Buyerthis Agreement or the Additional Agreements or as set forth on Schedule 6.1(a), during the period from the date of this Agreement to hereof until the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04in accordance with its terms (the “Interim Period”), Seller each party shall operate the Business (I) conduct its business only in the Ordinary Course ordinary course (including the payment of Business accounts payable and the collection of accounts receivable), consistent with past practices, (II) duly and timely file all material 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 conform with all applicable Law, including the Exchange Act, and Orders, in each case, in all material respects, and (IV) use its commercially reasonable efforts to preserve intact its business relationships with respect to the Businessemployees, its current business organizations, keep available the services of its current officersclients, suppliers, licensors, licensees, advertisers, distributors contract research organizations and others having business dealings with it, maintain its relationships with its customers and preserve goodwillother third parties. Without limiting the generality of the foregoing, Seller shall notand except as expressly contemplated by this Agreement or the Additional Agreements, as required by applicable Law, or as set forth on Schedule 6.1(a), from the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, without the other party’s prior written consent of Buyer, (which shall not be unreasonably withheldconditioned, withheld or delayed), neither the Company nor Parent shall, nor shall Company, Parent or DLQ Parent permit its Subsidiaries to: (ai) amend, modify or supplement its certificate 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 material way or relinquish any material right under, any (A) in the Ordinary Course case of Businessany member of the Company Group, Material Contract, or (B) in the case of Parent or its Subsidiaries, material contract, agreement, lease, license or other right or asset of such party or its Subsidiaries; (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 and obligates the payment by it of more than $250,000 (individually or in the aggregate); (iv) make any capital expenditures in excess of $250,000 (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 consistent with past practices; (vi) solely in the case of any member of the Company Group, sell, lease, license or otherwise dispose of any assets, securities or property of any material Company Group Owned IP outside of the Businessordinary course of Business consistent with past practices; (bvii) except solely in the Ordinary Course case of Businessany member of the Company Group, permit any material Registered Owned IP to go abandoned or expire for failure to make an annuity or maintenance fee payment, or fail to file any capital expenditures over $2,500necessary document or take any necessary action to maintain such rights; (cviii) make payments towards except as contemplated hereby or by any Additional Agreement, (A) pay, declare or promise to pay any dividends or other distributions with respect to its capital stock or other equity securities; or (B) amend any material term, right or obligation with respect to any outstanding shares of the Excluded Liabilities, including, without limitation, payments towards the SAP leaseits capital stock or other equity securities; (dix) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (hA) make any change with respect loan, advance or capital contribution in excess of $250,000 to management any Person; (B) incur any Indebtedness in excess of inventory for $250,000 including drawings under the Business; lines of credit, if any, other than (i1) take any action that would make any representation loans evidenced by promissory notes made to Parent as working capital advances as described in the Prospectus and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date (2) intercompany Indebtedness; or (iiC) omit to take repay or satisfy any action necessary to prevent any such representation or warranty from being materially inaccurate Indebtedness in any respect at any such time; (j) cancelexcess of $250,000, modify or waive any other than the repayment of the Assumed Contracts or Leases or any of Indebtedness in accordance with the terms thereof; (kx) suffer or incur any Lien in excess of $250,000, except for Permitted Liens, on its assets; (xi) delay, accelerate or cancel, or waive any material right with respect to, any receivables or Indebtedness in excess of $250,000 owed to it, or write off or make reserves in excess of $250,000 against the same (other than, in the case of the Company Group, in the ordinary course of business consistent with past practices); (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 material insurance policy protecting any of its material assets, unless simultaneously with such termination or lapse, a replacement 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 terminated or lapsed policy for substantially similar premiums or less is in full force and effect; (xiv) adopt any severance, retention or other employee plan involving obligations of such Person in excess of $250,000 in the aggregate, or fail to continue to make timely contributions to each Plan in accordance with the terms thereof; (xv) institute, settle or agree to settle any Action before any Authority, in each case in excess of $500,000 (exclusive of any amounts covered by insurance) or that imposes material injunctive or other material non-monetary relief on it; (xvi) except as otherwise provided required by U.S. GAAP, to refrain from making or causing to be made make any material change in the its accounting methodsprinciples, principles methods or practices or write down in any material respect the value of Seller with respect to the Businessits assets; (lxvii) change its principal place of business or jurisdiction of organization; (xviii) 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 capital stock or other securities; (xix) (A) make, change or revoke any material Tax election; (B) change any annual Tax accounting periods in any material respect; (C) settle or compromise any material claim, notice, audit report or assessment in respect of Taxes of the Company Group; (D) enter into any Tax allocation, Tax sharing, Tax indemnity or other closing agreement relating to any Taxes of the Company Group; or (E) surrender or forfeit any right to claim a material Tax refund; (xx) enter into any material transaction with respect or distribute or advance any material assets or property to any of its Affiliates (other than its Subsidiaries), other than the Businesspayment of salary and benefits in the ordinary course; (xxi) other than as required by a Plan, (A) materially increase or change the compensation or benefits of any employee or service provider of the Company Group other than in the Ordinary Course ordinary course of Business business (including for promotions) (and in any event not in the aggregate by more than ten percent (10%) when compared to such individual’s existing compensation or benefits), (B) accelerate the vesting or payment of any material compensation or benefits of any employee or service provider of the Company Group, (C) make any loan to any present or former employee or other individual service provider of the Company Group, other than advancement of expenses in the ordinary course of business consistent with Seller’s past practices practices, or pursuant to presently existing plans (D) enter into, amend or agreements disclosed herein terminate any collective bargaining agreement or in other material agreement with a schedule heretolabor union or labor organization; (mxxii) cancel fail to duly observe and conform to any debt or waive or compromise applicable Laws and Orders in any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Sellermaterial respect; or (qxxiii) authorize, agree or commit or agree to take, do any of the foregoing actionsforegoing. (b) Notwithstanding the foregoing, each member of the Company Group 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 any other Law, directive, guidelines or recommendations by any Governmental Authority (including the Centers for Disease Control and the World Health Organization) in each case in connection with, related to or in response to COVID-19, including the Coronavirus Aid, Relief, and Economic Security (CARES) Act or any changes thereto, or other force majeure events and any such action or omission shall not be a breach of this Section 6.1 or any other provision of this Agreement.

Conduct of the Business. Except From the date hereof through the Closing Date, the Company and each Subsidiary shall, except as otherwise expressly agreed to provided herein or as otherwise required by applicable Law or consented in writing by Buyerthe Parent, during the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04, Seller shall operate conduct the Business only in the Ordinary Course ordinary course (including the payment of Business accounts payable and use its commercially reasonable efforts to preserve intact the collection of accounts receivable), consistent with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwillpast practices. Without limiting the generality of the foregoing, Seller shall notfrom the date hereof until the Closing Date, without the Parent’s prior written consent of Buyer, (which consent shall not be unreasonably withheld, delayed or conditioned and which consent, if it is to be given, shall be provided promptly, but in no event later than (5) Business Days following the Company’s request, except as otherwise agreed to by the Company), neither the Company nor any Subsidiary shall: (a) except in the Ordinary Course ordinary course of Businessbusiness, amend, waive any provision of, terminate prior to its scheduled expiration date, or otherwise compromise in any way, any Material Contract, or any other material right or asset; (b) except as contemplated by this Agreement, enter into any Contract which (i) is with respect to real property, or (ii) outside the ordinary course of business; (c) make any capital expenditures in excess of $75,000 (individually or in the aggregate), except as set forth on Schedule 6.1(c); (d) sell, lease, license or otherwise dispose of any assetsassets or assets covered by any Material Contract except (i) pursuant to existing Material Contracts disclosed herein, securities (ii) sales of inventory in the ordinary course consistent with past practice, (iii) sales, assignments, or property other dispositions of any Intellectual Property that are not material to the conduct of the Business; (b) except in the Ordinary Course of Business, make any capital expenditures over $2,500; (c) make payments towards any business of the Excluded LiabilitiesCompany or any Subsidiary, includingand (iv) dispositions of obsolete, without limitationuneconomic, payments towards the SAP lease; (d) accelerate any payment terms damaged, excess, no longer useful, unmerchantable, defective or grant any early payment discounts to customersworn out assets; (e) alter through mergerpay, liquidationdeclare or promise to pay any dividends or other distributions with respect to its capital stock, reorganization, restructuring other than dividends or in distributions paid by any other fashion Subsidiary to the corporate structure or ownership of the BusinessCompany; (f) settle except as disclosed in Schedule 3.25, authorize any salary increase of more than 10% for any employee making an annual salary of greater than $75,000 or compromise change the bonus or profit sharing policies of the Company or any litigation Subsidiary, other than in the ordinary course of business consistent with past practice (whether or not commenced prior with respect to the date of this Agreement) relating to the Businesstype, timing and amount); (g) transfer delay, accelerate or grant cancel any Security Interest on any Acquired Assetreceivables or Indebtedness owed to the Company or its Subsidiaries or write-off or make further reserves against the same, except in the ordinary course of business consistent with past practice (with respect to type, timing and amount); (h) make merge or consolidate with or acquire any change with respect to management of inventory for the Businessother Person or be acquired by any other Person; (i) take any action that would make any representation and warranty material change in the accounting principles or methods used in the preparation of Seller hereunder inaccurate in any material respect atthe Company’s financial statements for the fiscal year ended December 31, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time2005; (j) cancelextend any loans to any Person, modify other than travel or waive any other expense advances to employees in the ordinary course of the Assumed Contracts or Leases or any of the terms thereofbusiness consistent with past practice (with respect to type, timing and amount); (k) except as otherwise provided by GAAPmake, amend, revoke, terminate or rescind any election related to refrain from making Taxes or causing to be made file any change in the accounting methodsamended income Tax Return, principles or practices of Seller with respect to the Businessother than Tax Returns for fiscal years 2005, 2006 and 2007; (l) enter into cause or permit any agreement or transaction with respect insurance policy protecting assets that are material to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule heretolapse; (m) cancel change the place of Business of the Company or any debt or waive or compromise any claim or right with respect to the Acquired AssetsSubsidiary; (n) maintain and keep in full force and effect all insurance policiesissue, as well as all other insurance currently maintained by Seller, with respect to the Business redeem or comparable replacement policies;repurchase any shares of its capital stock; or (o) incur agree to do any indebtednessof the foregoing. Nothing in this Agreement shall prevent, guaranties or be construed to prevent, Seller or the Company from using cash and/or cash equivalents of indebtedness the Company or any other contingent obligations; of its Subsidiaries as Seller or the Company deems fit (p) issue any equity, options, warrants or other rights to acquire equity interests in including by causing the Seller; or (q) authorize, or commit or agree to take, distribution by any of the foregoing actionsPersons of such cash and/or cash equivalents to Seller or to any other Person or the repayment of Indebtedness of the Company or its Subsidiaries); provided, that (i) the parties hereto acknowledge and agree that, if (and only to the extent) there is any cash of the Company and its Subsidiaries immediately prior to the Closing, an amount up to $2,000,000 of such cash will be for the benefit of the Purchaser and the Parent, and to the extent such cash on such date is in excess of $2,000,000, such excess shall be for the benefit of Seller (to be distributed, subject to Section 2.3(c), to the Members who held Common Units as of the Closing Date on a pro rata basis (based on the number of Common Units held by each Member as of the Closing Date)); it being understood that if such cash on such date is less than $2,000,000, such cash will be for the benefit of the Purchaser and the Parent, and neither the Purchaser nor the Parent shall have any claim to receive any additional amounts from the Company, the Seller or the Members (other than (1) indemnification for any Losses pursuant to the provisions of Article XI hereof, and (2) the Net Working Capital Adjustment, if any) and (ii) any such use of the cash or cash equivalents by Seller or the Company shall not affect the Company’s and the Seller’s obligations hereunder with respect to, and such use of cash and cash equivalents shall be deemed to occur immediately prior to Closing for purposes of calculating, the Net Working Capital Adjustment, if any.

Conduct of the Business. Except (a) From the date hereof until the Closing Date, except as expressly agreed set forth on the attached Schedule 6.02, the Company shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to, (i) carry on its and its Subsidiaries’ businesses according to its ordinary course of business consistent with past practice; provided that, the foregoing notwithstanding, the Company may use all available cash to repay Indebtedness prior to the Closing and (ii) preserve the present business operations, organization and goodwill of the Company and its Subsidiaries. (b) From the date hereof until the Closing Date, except as otherwise provided for by this Agreement (and without limiting Article 6.02(a)), set forth on Schedule 6.02, or consented to in writing by Buyer, during the period from the date of this Agreement to the earlier of Buyer (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04, Seller shall operate the Business in the Ordinary Course of Business and use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, Seller shall not, without the prior written which consent of Buyer, which shall not be unreasonably withheld), the Company shall not, and shall not permit any of its Subsidiaries to: (ai) amend or modify its certificate of incorporation or by-laws (or equivalent governing documents); (ii) voluntarily mortgage, pledge, subject to any material Lien, other than Permitted Liens, any of its material assets, rights or properties; (iii) except in the Ordinary Course ordinary course, make or offer to make any acquisition, by means of Businessa merger, asset acquisition, securities purchase, joint venture or otherwise, of any business, or sell, lease, license license, encumber or otherwise dispose of any material assets, securities other than assets with value, individually or property in the aggregate, in excess of the Business$1,000,000; (biv) except in sell, assign or transfer, license, subject to a Lien (other than a Permitted Lien), allow to lapse (other than at the Ordinary Course end of Business, make the statutory term) or otherwise dispose of any capital expenditures over $2,500material Intellectual Property owned by the Company or any Subsidiary; (cv) except to comply with applicable law, in the ordinary course of business consistent with past practice, or to comply with any contract in existence on the date hereof that is listed on Schedule 4.13, make payments towards or grant any bonus, equity or equity-based award or any compensation or salary increase to any current (or former) employee of the Excluded LiabilitiesCompany or its Subsidiaries, includingor make or grant any increase in any Plan, without limitationor amend or terminate any Plan or adopt any new plan, payments towards policy, agreement or arrangement that would be a Plan if it were in existence as of the SAP leasedate hereof; (dvi) accelerate make any payment terms loans or grant advances of money or other property to, or guarantees of money or other property for the benefit of, any early payment discounts Persons (except to customersemployees in the ordinary course of business consistent with past practice); (evii) alter through mergerexcept as set forth in the capital budgets previously provided to Buyer, liquidation, reorganization, restructuring make or authorize any capital expenditure in any other fashion excess of $200,000 individually or $1,000,000 in the corporate structure or ownership of the Businessaggregate; (fviii) settle incur or compromise assume any litigation indebtedness for borrowed money, assume, guarantee or otherwise become liable or responsible for the obligations of any other person for borrowed money, (whether A) except under either Credit Agreement or any other agreement specified in Schedule 4.05(b), (B) except for current liabilities within the meaning of GAAP incurred in the ordinary course of business and (C) otherwise in an amount not commenced prior to exceed $200,000 individually or $1,000,000 in the date of this Agreement) relating to the Businessaggregate; (gix) transfer adopt a plan or grant agreement of complete or partial liquidation, dissolution, restructuring, merger, consolidation, restructuring, recapitalization, amalgamation or other reorganization of the Company or any Security Interest on any Acquired Assetof its Subsidiaries; (hx) make (A) grant any change with respect to management of inventory for the Business; (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to purchase or obtain any shares of the capital stock (or other equity interests) of the Company or any of its Subsidiaries or any other securities thereof, (B) adjust, split, combine, subdivide or reclassify any shares of its capital stock (or other equity interests) or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (C) establish a record date for, declare, set aside or pay any dividend or other distribution (whether in cash, stock or other property) in respect of, any of its capital stock (other than any dividend or distribution by a wholly-owned Subsidiary of the Company to any of the Company or another wholly-owned Subsidiary of the Company), or (D) redeem, purchase or otherwise acquire any shares of the capital stock (or other equity interests interests) of the Company or any of its Subsidiaries or any other securities thereof; (xi) except as required by applicable law, compromise or settle any material Tax liability, change in any material respect any Tax election or Tax method of accounting or make any new Tax election or adopt any new Tax method of accounting, file any amended Tax Return, enter into any closing agreement relating to Taxes, surrender any right to claim a refund of 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 of its Subsidiaries; (xii) enter into, renew, materially modify, materially amend, cancel, terminate or fail to use its commercially reasonable efforts to renew any Material Contract, except, in each case, in the ordinary course of business and consistent with past practice; (xiii) effect or permit a “plant closing” or “mass layoff” as those terms are defined in the Worker Adjustment and Retraining Notification Act or any similar state or local statute, rule or regulation; (xiv) enter into any agreement or arrangement with Seller or any of Seller’s Affiliates; (xv) except as required by GAAP, change any of the material accounting principles or practices used by the Company or any of its Subsidiaries; (xvi) voluntarily terminate any management employee, except for cause; (xvii) settle any litigation other than in the ordinary course of business consistent with past practice for amounts that do not exceed the Company’s estimates previously disclosed to Buyer or otherwise not exceeding $200,000 individually or $1,000,000 in the aggregate; (xviii) amend, modify or make any new filing with respect to the Form S-1 or the initial public offering of the Company other than withdrawing the Form S-1 prior to the Closing Date; or (qxix) authorizeauthorize any of, or commit or agree to taketake any or, any of the foregoing actions.

Conduct of the Business. Except From the date hereof until the Closing, except as otherwise expressly agreed permitted or required by this Agreement, the Escrow Agreement or as set forth in Section 2.8 or Section 4.1 of the Seller Disclosure Letter, or otherwise requested or consented to in writing by Buyer, during the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04, Seller shall operate cause the Company and its Subsidiary to conduct the Business in the Ordinary Course of Business ordinary course consistent with past practice and use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, Seller shall not, without not permit the prior written consent of Buyer, which shall not be unreasonably withheldCompany or its Subsidiary to: (a) except in the Ordinary Course of Businessamend its Organizational Documents, sell, lease, license or otherwise dispose of take or authorize any assets, securities action to wind up its affairs or property of the Businessdissolve; (b) except amend any Company Benefit Plan in any material respect or establish any new arrangement that would (if it were in effect on the date hereof) constitute a Company Benefit Plan or take any action to increase the rate of compensation of its employees or officers, other than, in each case, in the Ordinary Course ordinary course of Businessbusiness in a manner consistent with past practice or to the extent required under any Company Benefit Plan or other contractual arrangement or by applicable Law; provided, make that nothing in this Section 4.1 shall limit the right of the Company, its Subsidiary or Seller to, upon seven (7) days’ prior written notice to Buyer, (i) amend the Phantom Plan or (ii) establish or enter into or amend any capital expenditures over $2,500plan arrangement or agreement providing for any Transaction Bonus Payments, in each case so long as Seller is wholly liable through the adjustments to the Purchase Price contemplated in this Agreement or otherwise for all costs (without regard to any Tax impact arising therefrom, except as explicitly set forth in Section 4.5(e)) of any such amendment to the Phantom Plan or any provision of Transaction Bonus Payments; (c) except as provided in Section 4.1(b), issue, sell or grant options, warrants or rights to purchase or subscribe to, enter into any arrangement or contract with respect to the issuance or sale of, or redeem or repurchase any Company Securities or any Subsidiary Securities or make payments towards any changes (by combination, reorganization or otherwise) in the capital structure of the Excluded Liabilities, including, without limitation, payments towards the SAP leaseCompany or its Subsidiary; (d) accelerate any payment terms fail to use commercially reasonable efforts to (i) preserve intact the present business organization and reputation of the Company or grant any early payment discounts its Subsidiary, (ii) maintain the Assets and Real Property of the Company and its Subsidiary in good working order and condition, ordinary wear and tear excepted, (iv) maintain the good will of customers and suppliers and other Persons with whom it otherwise has significant business relationships and (v) continue all current sales, marketing and promotional activities relating to customersthe Business and each Product; (e) alter through mergerlicense or sublicense any Licensed Q-Med Patent Rights, liquidation, reorganization, restructuring or in any other fashion Patent Rights or Know How controlled by the corporate structure Company or ownership its Subsidiary, or Product Trademark or any Other Intellectual Property controlled by the Company or its Subsidiary, or grant any other right in respect of the Businessany such intellectual property; (f) settle sell, assign, transfer, pledge or compromise encumber, or grant any litigation Lien (whether or not commenced prior to other than a Permitted Lien) on, any of its Assets, except in the date ordinary course of this Agreement) relating to the Businessbusiness; (g) transfer cancel, terminate or grant materially reduce the amount of any Security Interest on any Acquired Assetinsurance coverage without obtaining comparable substitute insurance coverage; (h) make any material change with respect to management of inventory for the Businessits accounting policies or practices, except as required by GAAP or applicable Law; (i) take merge or consolidate with any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such timeother Person; (j) cancelexcept as provided in Section 4.1(b), modify enter into or waive assume any Material Contract or any agreement that would be a Material Contract if it existed as of the Assumed Contracts date hereof, other than any such agreements entered into in the ordinary course of business, or Leases amend (other than by any consent contemplated by Section 4.3(a) hereof in the most recent form provided to Buyer prior to the date hereof) or terminate any of the terms thereofMaterial Contract; (k) except as otherwise provided by GAAPincur any Indebtedness, to refrain from making or causing to be made any change other than trade accounts payable incurred in the accounting methods, principles or practices ordinary course of Seller with respect to the Businessbusiness; (l) enter into make any agreement capital expenditures or transaction with respect to the Businesscommitments for capital expenditures, other than in the Ordinary Course ordinary course of Business business consistent with Seller’s past practices practice or pursuant to presently existing plans or agreements disclosed herein or in a schedule heretothe Company’s current capital expenditures budget; (m) forgive, cancel or compromise any material debt or claim, or waive or compromise release any claim or right with respect to the Acquired Assetsof material value; (n) maintain and keep fail to pay, perform or satisfy, when due, any material liability or obligation of the Company or its Subsidiary (other than any such liability that is being contested in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policiesgood faith); (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligationsfail to use commercially reasonable efforts to keep current and in place Regulatory Approvals relating to each Product; (p) issue fail to use commercially reasonably efforts to preserve, defend and enforce the interest of the Company and its Subsidiary in their respective intellectual property rights or Regulatory Documentation related to any equity, options, warrants Product; (q) settle or compromise any material Litigation; (r) hire any employee other rights to acquire equity interests in than as a replacement for an employee whose employment has been terminated since the Sellerdate hereof; or (qs) authorize, agree or commit or agree to take, do any of the foregoing actionsforegoing.

Conduct of the Business. Except as expressly agreed to in writing by Buyer, during the period from From the date of this Agreement to hereof until the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04Closing, Seller and each of the Companies, as applicable, shall operate conduct the Business in the Ordinary Course of Business ordinary course consistent with past practice and in compliance with Applicable Law and use its their commercially reasonable efforts to preserve intact their business organizations and relationships with respect third parties and to the Business, its current business organizations, keep available the services of its current officersthe present officers and employees of the Business, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwillincluding the Key Personnel. Without limiting the generality of the foregoing, from the date hereof until the Closing, except as disclosed on Section 5.01 of the Seller Disclosure Schedules or as consented to by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), with respect to the Business, Seller will not, and will not permit the Companies to: (a) acquire a material amount of assets from any other Person except (i) pursuant to existing contracts or commitments set forth in the Seller Disclosure Schedules or (i) otherwise in the ordinary course of business consistent with past practice; (b) sell, lease, sublease, license, sublicense, transfer, abandon, encumber or otherwise dispose of any Purchased Assets or Business Intellectual Property Rights except assets or rights that are not material to the Business (i) pursuant to existing contracts or commitments set forth in the Seller Disclosure Schedules or (i) otherwise in the ordinary course consistent with past practice; (c) enter into, amend in any material respect or terminate a Contract, plan, or arrangement required to be disclosed pursuant to Section 3.08(a); (d) incorporate, embed or otherwise include any Open Source Materials or third party components into the ECN Platform other than in the ordinary course of business consistent with past practice; (e) make, change or revoke any Tax election, make any agreement or settlement with any Taxing Authority regarding any amount of Taxes, file any amended Tax return, enter into any closing agreement, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Purchased Assets or file any amended Tax return with respect to the Purchased Assets; that, in each case, could reasonably be expected to materially increase Buyer’s liability for Taxes with respect to the Purchased Assets after the Closing Date; (f) except as required by the terms of this Agreement or any Business Benefit Plan or Applicable Law in the ordinary course of business consistent with past practice, (i) grant or increase any severance or termination pay to any employee, director, consultant or other service provider of the Business (or materially amend any existing severance or termination pay arrangement), (ii) enter into any employment, deferred compensation or other similar agreement with any employee, director, consultant or other service provider of the Business (or materially amend any existing agreement), (iii) increase compensation, bonus or other benefits payable to any such individual under any Business Benefit Plan; or (iv) with respect to any Business Employees establish, adopt or materially amend any collective bargaining agreement or Business Benefit Plan; (g) subject any Purchased Asset to any Lien other than Permitted Liens; (h) waive any claims or rights of material value that relate primarily to the Business or the Purchased Assets other than in the ordinary course of business consistent with past practice; (i) fail to maintain or protect any Business Intellectual Property Rights or grant any person a license in respect of any Business Intellectual Property Rights, in each case, other than in the ordinary course of business consistent with past practice; (j) fail to pay or otherwise satisfy (except if being contested in good faith) any material accounts payable, liabilities or obligations of the Business when due and payable, other than to the extent that any such failure arises from Seller’s compliance with its obligations under this Section 5.01; (k) make any change in any method of accounting or accounting practice or policy that is applicable to the Business other than as required by GAAP or required by Applicable Law; (l) enter into any lease of real property that relates to the Business; (m) commence any action, suit or proceeding relating to or involving the Business or the Purchased Assets; (n) allow any Permit to terminate, expire or lapse; (o) fail to maintain insurance coverage consistent with past practice relating to the Purchased Assets or the business and operations of the Business; or (p) agree or commit to do any of the foregoing; provided, however, that in the event that Seller or any Company would be prohibited from taking any action by reason of this Section 5.01 without the prior written consent of Buyer, which such action may nevertheless be taken without such consent if Seller or such Company is required to take such action by Applicable Law. For the avoidance of doubt, Seller and the Companies shall not be unreasonably withheld: entitled to (ai) except in the Ordinary Course of Business, sell, lease, license pay cash dividends or otherwise dispose of to make cash distributions to their respective equityholders at any assets, securities or property of the Business; (b) except in the Ordinary Course of Business, make any capital expenditures over $2,500; (c) make payments towards any of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced time prior to the date of this AgreementClosing; (ii) relating to repay or settle any Indebtedness, and make related capital increases or decreases, as the Business; case may be; or (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; (iiii) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement an Excluded Asset or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actionsExcluded Liability.

Conduct of the Business. Each of the Company and Parent covenants and agrees that: (a) Except as expressly agreed to in writing contemplated by Buyerthis Agreement or the Ancillary Agreements or as set forth on Schedule 6.1(a), during the period from the date of this Agreement to hereof until the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04in accordance with its terms (the “Interim Period”), Seller each party shall operate the Business conduct its business only in the Ordinary Course ordinary course (including the payment of Business accounts payable and the collection of accounts receivable), consistent with past practices and use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwillassets. Without limiting the generality of the foregoing, Seller shall notand except as expressly contemplated by this Agreement or the Ancillary Agreements, or as required by applicable Law, from the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, without the other party’s prior written consent of Buyer, (which shall not be unreasonably withheldconditioned, withheld or delayed), neither the Company, Parent, nor any of their Subsidiaries, shall be permitted to: (ai) amend, modify or supplement its certificate 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, any (A) in the Ordinary Course case of Businessthe Company, any Material Contract or (B) in the case of Parent, material contract, agreement, lease, license or other right or asset of Parent, as applicable; (iii) other than in the ordinary course of business consistent with past practice, modify, amend or enter into any contract, agreement, lease, license or commitment that extends for a term of one year or more or obligates the payment by the Company or Parent, as applicable, of more than $500,000 (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 the Company’s or Parent’s, as applicable, material assets, securities except pursuant to existing contracts or property commitments disclosed herein or in the ordinary course of the Businessbusiness consistent with past practice; (bvi) solely in the case of the Company, (i) transfer, sell, assign, lease, license, sublicense, covenant not to assert, encumber, subject to a Lien (other than a Permitted Lien), abandon, allow to lapse, or otherwise dispose of any right, title or interest of the Company or its Subsidiaries in Company Owned IP (other than non-exclusive licenses of Company Owned IP granted to customers, end users, or service providers granted in the ordinary course of business); or (ii) disclose any Trade Secrets to any third party (other than pursuant to a written confidentiality agreement entered into in the ordinary course of business that contains reasonable protections therefor); (vii) (A) pay, declare or promise to pay 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 equityholder in its capacity as such; and (C) except as contemplated hereby or by any Ancillary Agreement, amend any term, right or obligation with respect to any outstanding shares of its capital stock or other equity securities; (viii) (A) make any loan, advance or capital contribution to any Person; (B) incur any Indebtedness including drawings under the lines of credit, in the Ordinary Course case of Businessthe Company, in excess of an aggregate principal amount of $500,000 or such lesser amount if the aggregate principal amount of such new Indebtedness together with the aggregate principal amount all other Indebtedness of the Company would exceed $1,000,000 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; (ix) suffer or incur any Lien, except for Permitted Liens, on the Company’s or Parent’s, as applicable, assets; (x) delay, accelerate or cancel, or waive any material right with respect to, any receivables or Indebtedness owed to the Company or write off or make reserves against the same (other than in the ordinary course of business consistent with past practice); (xi) 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; (xii) terminate or allow to lapse any insurance policy protecting any of the Company’s or Parent’s, as applicable, assets, unless simultaneously with such termination or lapse, a replacement 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 terminated or lapsed policy for substantially similar premiums or less is in full force and effect; (xiii) waive, release, institute, compromise, settle or agree to settle any Legal Proceeding or any Action before any Authority, in each case, where such waiver, release, institution, compromise or settlement is in excess of $500,000 (exclusive of any amounts covered by insurance) or that imposes injunctive or other non-monetary relief on such party; (xiv) except as required by U.S. GAAP, make any capital expenditures over $2,500material change in its accounting principles, methods or practices or write down the value of its assets; (cxv) make payments towards except (a) in connection with the exercise of rights under the terms of any of the Excluded LiabilitiesCompany Preferred Stock or (b) in connection with any preferred equity financing of the Company, includingissue, without limitationredeem or repurchase any capital stock, payments towards membership interests or other securities, or issue any securities exchangeable for or convertible into any shares of its capital stock or other securities, other than any redemption by Parent of Parent Class A Common Stock held by its public stockholders pursuant to the SAP leaseParent Charter or as otherwise contemplated herein or in any Ancillary Agreement; (dxvi) accelerate (A) make, change or revoke any payment terms or grant material Tax election; (B) change any early payment discounts to customers; material method of accounting; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (fC) settle or compromise any litigation material claim, notice, audit report or assessment in respect of Taxes; (whether D) enter into any Tax allocation, Tax sharing, Tax indemnity or not commenced prior to the date of this Agreement) other closing agreement relating to any Taxes (other than a contract entered into in the Businessordinary course of business consistent with past practices, the primary purpose of which is not related to Taxes); (E) surrender or forfeit any right to claim a material Tax refund, or (F) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Reincorporation Intended Tax Treatment or the Acquisition Intended Tax Treatment; (gxvii) transfer enter into any transaction with or grant distribute or advance any Security Interest on material assets or property to any Acquired Assetof its Affiliates, other than the payment of salary and benefits in the ordinary course; (hxviii) solely in the case of the Company, other than as required by Law or by the terms of a Plan (A) increase the compensation, bonus, pension, welfare, fringe or other benefits, severance or termination pay of any of any employee of the Company or service provider of the Company at the level of manager or above, except for annual compensation increases in the ordinary course of business consistent with past practices, (B) accelerate the vesting or payment of any compensation or benefits of any employee or service provider of the Company, (C) enter into, amend, 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) make any change loan to any present or former employee or other individual service provider of the Company, other than advancement of expenses in the ordinary course of business consistent with respect to management of inventory for the Businesspast practices, (E) enter into, amend or terminate any collective bargaining agreement or other agreement with a labor union or labor organization; or (F) adopt any severance or retention plan; (xix) fail to duly observe and conform to any applicable Laws and Orders; or (xx) agree or commit to do any of the foregoing. (b) Neither party shall (i) take or agree to take any action that would make be reasonably likely to cause any representation and or warranty of Seller hereunder such party to be inaccurate or misleading in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take take, or agree to omit to take, any action necessary to prevent any such representation or warranty from being materially inaccurate or misleading in any respect at any such time;. (jc) cancelNothing in this Agreement is intended to give Parent or Merger Sub, modify directly or waive any indirectly, the right to control or direct the Company’s operations prior to the Closing Date, and nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Closing Date. Prior to the Closing Date, each of the Assumed Contracts or Leases or any of Company, Parent and Merger Sub shall exercise, consistent with the terms thereof; (k) except as otherwise provided by GAAPand conditions of this Agreement, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain complete control and keep in full force supervision over its and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actionsits Subsidiaries’ respective operations.

Conduct of the Business. Except (a) as expressly agreed required or contemplated by this Agreement, (b) as required by applicable Law, (c) as required or contemplated by any agreement in effect on the date hereof and disclosed in the Disclosure Schedule or referred to in writing by this Agreement or (d) with Buyer’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement to the earlier of (i) until the Closing Date and (ii) the or earlier termination of this Agreement pursuant to Section 10.04Agreement, Seller shall use commercially reasonable efforts to operate the Business in the Ordinary Course ordinary course of Business business and use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, Seller shall not, without the prior written consent of Buyer, which shall not be unreasonably withheld: (a) except in the Ordinary Course of Business, sell, leasetransfer, license or otherwise dispose of to any assets, securities or property third party any of the BusinessAcquired Assets (except for the sale of Inventory in the ordinary course of business); (b) except in with respect to the Ordinary Course Business Employees, (i) increase the compensation payable or to become payable to such employees outside the ordinary course of Businessbusiness, make or (ii) grant any capital expenditures over $2,500bonus, severance, retention or termination pay to any Business Employee that would be an Assumed Liability; (c) make payments towards any of the Excluded Liabilities, including, without limitation, payments towards the SAP leaseenter into a collective bargaining agreement or other labor union agreement with respect to Business Employees; (d) accelerate other than in the ordinary course of business, terminate any payment terms Transferred Contract, or grant make any early payment discounts material amendment to customersor waive any material right or remedy under any such Transferred Contract; (e) alter through merger(i) discharge, liquidationsettle, reorganizationcompromise, restructuring satisfy or consent to any entry of any Order with respect to, any Proceeding that (A) results in any other fashion material restriction on the corporate structure Business or ownership the Product or (B) results in a liability of the BusinessBusiness after the Closing, (ii) cancel any indebtedness for borrowed money owed to the Business to the extent such indebtedness would constitute an Acquired Asset, or (iii) waive, release or assign any material Proceeding; (f) settle incur any indebtedness for borrowed money which would constitute an Assumed Liability other than in the ordinary course of business or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest result in a lien on any Acquired Asset; (hg) make any change with respect to management of inventory commitment for the Business; (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, capital expenditures with respect to the Business which are in excess of $250,000 individually or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests $500,000 in the Selleraggregate; or (qh) authorizeagree, in writing or commit or agree otherwise, to take, take any of the foregoing actions.

Conduct of the Business. Except (a) __During the period from the date hereof to the Closing, the Company shall, except as otherwise expressly agreed provided in this Agreement, operate only in the ordinary course of business, consistent with past custom and practice (including the collection of receivables, the payment of payables and the maintenance of supplies). The Company shall use all commercially reasonable efforts to preserve intact the present organization of the Business, keep available the services of officers and directors, and preserve the Company's relationships with customers, suppliers and others having significant business dealings with the Business. (b) __During the period from the date hereof to the Closing, the Company shall use commercially reasonable efforts to maintain the assets of the Company in customary repair, order and condition, maintain insurance reasonably comparable to that in effect on the date of the December Balance Sheet, replace in accordance with past practice inoperable or worn out assets with assets of comparable quality and, in the event of a casualty, loss or damage to any of such assets or properties prior to the Closing Date for which the Company is insured or the condemnation of any assets or properties, either repair or replace such assets or property or, if the Parent or Merger Sub agrees, cause the Company or such Subsidiary to retain such insurance or condemnation proceeds. (c) __The Company will promptly inform the Parent in writing by Buyerof any variances from the representations and warranties contained in Section 2 of which the Company becomes aware between the date hereof and the Closing Date. (d) __Without limiting the generality of the foregoing, during the period and except as set forth in Schedule 4.1 or as otherwise expressly provided in this Agreement, from the date of this Agreement to the earlier of (i) Closing, the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04, Seller shall operate the Business in the Ordinary Course of Business and use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, Seller Company shall not, without the prior written consent of Buyer, the Parent (which consent shall not be unreasonably withheld:withheld or delayed): (ai) amend or propose to amend its certificate of incorporation or by- laws (or other similar organizational documents); (ii) except for the issuance of Company Common Stock upon the exercise of options granted under the Stock Option Plan, issue, deliver, pledge, encumber or sell, or authorize or propose the issuance, delivery, pledge, encumbrance or sale of any shares of capital stock of the Company, or any securities convertible into, or exchangeable for, any such shares, or rights, warrants or options to acquire any such shares of capital stock or other convertible securities or propose any change in its equity capitalization; (iii) other than as contemplated in Section 4.4, (w) make any payment directly or indirectly to any Shareholder other than in such Shareholder's capacity as an employee, officer or director of the Company, (x) declare, set aside, make or pay any dividend or other distribution in respect of its capital stock, (y) redeem, repurchase or otherwise acquire any of its securities, other than as contemplated in Section 4.4, or (z) split, combine or reclassify any of its capital stock; (iv) acquire or dispose of any material assets, securities, rights or other properties or interests unless in the ordinary course of business consistent with past practice; (v) other than in the ordinary course of business or to fund any payment to be made as contemplated in Section 4.4, (x) incur or assume any material indebtedness or issue or sell any debt securities or rights to acquire any debt securities, (y) assume, guarantee, endorse or otherwise become liable for the obligations of any other person or (z) make any loans, advances or capital contributions to, or investments in, any other person; (vi) enter into, adopt, amend or terminate any employee benefit plan, increase the compensation or fringe benefits of any officer or employee of the Company or pay any benefit not required by any existing plan, except in the Ordinary Course ordinary course of Business, sell, lease, license business or otherwise dispose of any assets, securities as may be required by applicable law or property of the Businessexisting contractual arrangements or as necessary to carry out this Agreement (including Section 4.4); (bvii) enter into or amend any employment or severance agreement with any employee, adopt, enter into or amend any collective bargaining agreement, except in the Ordinary Course ordinary course of Business, make any capital expenditures over $2,500business or as may be required by applicable Law or existing contractual arrangements; (cviii) make payments towards enter into, amend, accelerate or terminate any contract except in the ordinary course of the Excluded Liabilities, including, without limitation, payments towards the SAP leasebusiness or as contemplated by this Agreement; (dix) accelerate engage in any payment terms or grant any early payment discounts to customerstransactions with Affiliates other than in the ordinary course of business; (ex) alter through merger, liquidation, reorganization, restructuring make any Tax elections or in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation Tax Liability; (whether xi) other than as contemplated under this Agreement and the Related Documents, create, establish or not commenced acquire any Subsidiary or acquire or agree to acquire by merging or consolidating with, or by purchasing any material portion of the capital stock or assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof; (xii) delay or postpone the payment of accounts payable and other obligations and liabilities or accelerate the collection of accounts receivable, other than in the ordinary course of business consistent with past custom and practice; or (xiii) other than in the ordinary course of business, take or cause to be taken any action which is designed or intended to have the effect of discouraging customers, employees, suppliers, lessors and other associates of the Company from maintaining the same business relationships with the Company after the date of this Agreement as were maintained with the Company prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actions.

Conduct of the Business. Except as expressly agreed to in writing by BuyerPending the Closing. Until the closing, during the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04, Seller Company shall operate the Business in the Ordinary Course of Business ordinary course in a manner consistent with past practices and use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, Seller shall not, without the prior written consent of Buyer, which shall not be unreasonably withheldshall: (a) except promptly notify NET in writing of, and furnish any information that NET reasonably may request with respect to, (i) any claim, litigation, proceeding or governmental investigation threatened by or against the Ordinary Course of BusinessCompany relating to the Business or any material development with respect to any such claim, selllitigation, leaseproceeding or governmental investigation, license or otherwise dispose (ii) the occurrence of any assetsevent or the existence of any state of facts that would result in any of the Company's representations and warranties not being true as of the Closing Date, securities or property and (iii) any other occurrence of any kind adversely affecting the Business; (b) except in duly comply with all laws, ordinances, orders, injunctions and decrees applicable to the Ordinary Course operation of the Business, make any capital expenditures over $2,500and pay all income, payroll, franchise and other taxes when due; (c) make payments towards any maintain all of the Excluded Liabilitiestangible assets of the Company in good repair, includingmaintenance and condition, without limitationexcept to the extent of normal wear and tear, payments towards the SAP leaseand replace any items of equipment at time intervals consistent with past practices; (d) accelerate any payment terms or grant any early payment discounts to customersmaintain all insurance policies set forth on schedule 3.23; (e) alter through mergerexcept as otherwise requested by NET, liquidationuse reasonable efforts, reorganizationconsistent with its past practices, restructuring or in any other fashion (i) to preserve the corporate structure or ownership business organization of the BusinessCompany intact and to preserve the goodwill and business of the advertisers, suppliers, subscribers and others having business relations with the Company, (ii) to retain the services of the employees of the Company, and (iii) to preserve all trademarks, trade names, logos and copyrights and related registrations of the Company; (f) settle not grant or compromise agree to grant any litigation general increase in the rates of salaries or compensation of its employees, or any specific increase to any such employee whose total salary or compensation after the increase would be at an annual rate in excess of $50,000, other than in each case regularly scheduled annual increases to employees (whether other than officers) in the ordinary course of business in amounts consistent with past practices, or any increase in the pension, retirement or other employment benefits of the employees of the Company; (g) except with NET's prior written approval, not commenced (i) enter into or renew any agreement, commitment or lease which, if entered into prior to the date of this Agreementagreement, would have been required to be included in schedule 3.13, or (ii) relating cause or take any action to allow any lease, agreement or commitment of the Business; Company to lapse (g) transfer other than in accordance with its terms), to be modified in any material adverse respect or grant otherwise to become impaired in any Security Interest on any Acquired Assetmanner; (h) make except in the ordinary course of business and substantially consistent with past practice, not (i) enter into any change transaction or incur any liability or obligation that is material to the Company or (ii) sell or transfer any of the assets of the Company, other than assets that have worn out or been replaced with respect to management other assets of inventory for equal or greater value or assets that are no longer needed in the Business;operation of the Company; and (i) take not (i) issue any action that would make any representation and warranty capital stock or other securities except upon the conversion of Seller hereunder inaccurate in any material respect atoutstanding Convertible Preferred Stock or the exercise of outstanding stock options or warrants, or as of any time prior to, the Closing Date or (ii) omit to amend its certificate of incorporation or by-laws, (iii) take any other action necessary affecting the capitalization or corporate organization of the Company, (iv) except for payment of stock dividends on its Convertible Preferred Stock as required pursuant to prevent the terms of the Convertible Preferred Stock, declare, set aside or pay any dividend or other distribution in respect of its capital stock, and not redeem, purchase or otherwise acquire any such representation stock, or warranty from being materially inaccurate (v) engage in any respect at transaction with or make any such time; (j) cancel, modify direct or waive indirect payment of any kind to or on behalf of the Assumed Contracts or Leases Significant Stockholders or any of the terms thereof; Company's directors or officers or any of their respective affiliates (k) except as otherwise provided other than payments of compensation to employees hired by GAAP, to refrain from making or causing to be made any change the Company in the accounting methods, principles or practices ordinary course of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actionspractice).

Conduct of the Business. Except as expressly agreed In connection with the Assets and/or the Business, Seller agrees to observe each term set forth in writing by Buyerthis Section 6.0 and agrees that, during the period from the date of this Agreement to the earlier of (i) hereof until the Closing Date and (ii) the termination of this Agreement pursuant Date, unless otherwise consented to Section 10.04, Seller shall operate the Business by Buyer in the Ordinary Course of Business and use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, Seller shall not, without the prior written consent of Buyer, which shall not be unreasonably withheldwriting: (a) except The Business shall be conducted only in the Ordinary Course of Business, sell, lease, license or otherwise dispose of any assets, securities or property ordinary course of the Business, on an arm's-length basis and in accordance in all material respects with all applicable Laws and their past custom and practice; (b) except in the Ordinary Course of BusinessLifeSync Technologies, make any capital expenditures over $2,500; (c) make payments towards Inc. shall not, directly or indirectly, do or permit to occur any of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced prior following insofar as they relate to the date of this Agreement) relating to Business or the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business;Assets: (i) take Sell, pledge, dispose of or encumber any action that would make any representation of the Assets, except in the ordinary course of business; Asset Purchase Agreement By and warranty of Seller hereunder inaccurate in any material respect atAmong Continuum Labs, or as of any time prior toInc. and Lifesync Technologies, the Closing Date or Inc. September 10, 2012 • 8 · (ii) omit to take Acquire (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any action necessary to prevent any such representation corporation, partnership, joint venture or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify other business organization or waive any of the Assumed Contracts division or Leases or any of the terms material assets thereof; (kiii) Incur any indebtedness for borrowed money or issue any debt securities except as otherwise provided by GAAP, to refrain from making or causing to be made any change the borrowing of working capital in the accounting methodsordinary course of business and consistent with past practice; (iv) LifeSync Technologies, principles Inc. shall not, directly or practices of Seller indirectly, enter into or modify any employment, severance or similar agreements or arrangements with, or grant any bonuses, salary increases, severance or termination pay to, any officers or directors or consultants, take any action with respect to the Businessgranting of any bonuses, salary increases, severance or termination pay or with respect to any increase of benefits payable in effect on the date hereof; (lv) enter into LifeSync Technologies, Inc. shall not adopt or amend any agreement or transaction with respect to the Businessbonus, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policiesprofit sharing, as well as all other insurance currently maintained by Sellercompensation, with respect to the Business or comparable replacement policies; (o) incur any indebtednesspension, guaranties of indebtedness or any other contingent obligations; (p) issue any equityretirement, optionsdeferred compensation, warrants employment or other rights to acquire equity interests in employee benefit plan, trust, fund or group arrangement for the Seller; or (q) authorize, benefit or commit welfare of any employees or agree to take, any of the foregoing actions.affiliates;

Conduct of the Business. Except as expressly agreed set forth on Schedule 3.9, and as referred to in writing by BuyerSection 3.8, during the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04since December 31, 2015, Seller shall operate has conducted the Business in the Ordinary Course ordinary course of Business business consistent with past custom and use its commercially reasonable efforts to preserve intact with respect to practice and there has been no Material Adverse Effect in the Assets, condition (financial or otherwise), Liabilities, operating results, employees (including temporary or leased employees), independent contractors, supplier or customer relations, business activities or business prospects of the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality limitation of the foregoingforegoing and except as set forth on Schedule 3.9, since December 31, 2015, Seller shall nothas not (or in the case of subparagraph (p) below, without the prior written consent of Buyer, which shall not be unreasonably withheld:nor has there been): (a) except in the Ordinary Course ordinary course of Businessbusiness consistent with past custom and practice or as required by Law or contractual obligations, sell(i) increased in any manner the base compensation of, leaseor entered into any new bonus or incentive agreement or arrangement with, license any of its Personnel; (ii) paid or otherwise dispose agreed to pay any additional pension, retirement allowance, bonuses, or other employee benefit to any such Personnel, whether past or present; (iii) entered into any new employment, service, severance, consulting, or other compensation agreement with any existing Personnel; or (iv) modified the arrangement of any assets, securities existing Affiliate Transaction or property engaged in any new Affiliate Transaction other than the performance of the Businessexisting commitment; (b) cancelled any Indebtedness or waived any rights having, considered individually and not in the aggregate, a value of Twenty Five Thousand and No/100 Dollars ($25,000.00 or greater, or increased any Liability of Seller, except in the Ordinary Course ordinary course of Business, make any capital expenditures over $2,500the business consistent with past practice; (c) make payments towards amended, terminated or canceled any Contract, other than in the ordinary course of business consistent with past practice; (d) failed to use commercially reasonable efforts consistent with past practices so as to preserve the Business intact, to keep available the services of the Personnel and to preserve the goodwill of each of (i) the ten (10) largest customers and suppliers of the Seller as set forth on Schedule 3.12; and (ii) the forty (40) largest borrowers of the Seller in connection with the Floorplan Business as set forth on Schedule 3.13; (e) changed any method of accounting, accounting policy or accounting practice, or materially changed any collection of payment practice, including the collection of receivables, inventory control and payment of payables; (f) sold, assigned or transferred any asset (except sales of vehicles in the ordinary course of business) or property right used in the Business, or mortgaged, pledged or subjected them to any Lien, except for Liens for current property taxes not yet due and payable; (g) sold, assigned, transferred, abandoned or permitted to lapse any Permits which, individually or in the aggregate, are material to the operation of the Business or any portion thereof, or any of the Excluded LiabilitiesProprietary Rights or other intangible assets of Seller, or disclosed any material proprietary confidential information to any Person, granted any license or sublicense of any rights under or with respect to any Proprietary Rights or other intangible assets of Seller; (h) made or granted any increase in benefits payable under, or amended or terminated, any existing plan, program, policy or arrangement, including, without limitation, payments towards the SAP leaseany Employee Benefit Plan or arrangement or adopted any new Employee Benefit Plan or arrangement, or entered into any new collective bargaining agreement or Multiemployer Plan; (di) accelerate any conducted the cash management customs and practices (including the timing of collection of receivables and payment terms or grant any early payment discounts to customersof payables and other current Liabilities) and maintained the books and records of the Business other than in the usual and ordinary course of business consistent with past custom and practice; (ej) alter through mergermade any loans or advances to, liquidationor guarantees for the benefit of, reorganizationor entered into any transaction with any employee or officer of the Business or any Shareholder; (k) suffered any loss, restructuring damage, destruction or casualty loss to the Business or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business; (l) received notification that any of the ten (10) largest customers or suppliers of the Seller will stop or materially decrease in any other fashion respect the corporate structure or ownership rate of business done with the Business; (fm) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter entered into any agreement or other material transaction with respect relating to the Business, other than in the Ordinary Course ordinary course of Business business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assetscustom and practice; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by amended Seller, ’s Charter Documents or taken any action with respect to the Business any such amendment or comparable replacement policiesany recapitalization, reorganization, liquidation or dissolution; (o) incur committed to any indebtedness, guaranties of indebtedness or any other contingent obligations;the foregoing; or (p) issue experienced any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actionsMaterial Adverse Effect.

Conduct of the Business. Except as expressly agreed to in writing by Buyer, during the period from From the date of this Agreement to hereof until the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04and the Closing Date, Seller except (i) as set forth on Schedule 5.01, (ii) if the Bank shall operate have consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or (iii) as otherwise contemplated by this Agreement, (1) the Business in the Ordinary Course of Business and Company shall use its commercially reasonable efforts to preserve intact with respect conduct its business in the ordinary course of business; provided that, notwithstanding the foregoing or clause (2) of this Section 5.01, the Company may use available cash to repay any Indebtedness or to make cash dividends on or prior to the Business, its current business organizations, keep available Closing; and (2) the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, Seller Company shall not, without the prior written consent of Buyer, which shall not be unreasonably withheld: (a) except for the conversion of Convertible Notes, or for issuances of replacement certificates for shares of Company Stock or for issuance of new certificates for shares of Company Stock in connection with a transfer of Company Stock by the Ordinary Course holder thereof, issue, sell or deliver any of Business, sell, lease, license or otherwise dispose of any assets, its equity securities or property issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any of the Businessits equity securities; (b) except effect any recapitalization, reclassification, equity split or like change in the Ordinary Course of Business, make any capital expenditures over $2,500its capitalization; (c) make payments towards any of the Excluded Liabilities, including, without limitation, payments towards the SAP leasematerially amend its Organizational Documents; (d) accelerate make any payment terms redemption or grant purchase of its equity interests (other than with respect to the repurchase of Company Stock from former employees of the Company pursuant to existing agreements or any early payment discounts to customersCompany Employee Benefit Plan); (e) alter through mergersell, liquidationassign or transfer any material portion of its tangible assets, reorganization, restructuring except in the ordinary course of business and except for sales of obsolete assets or in any other fashion the corporate structure assets with de minimis or ownership of the Businessno book value; (f) settle materially amend or compromise voluntarily terminate any litigation (whether or not commenced prior to Material Contract other than in the date ordinary course of this Agreement) relating to the Businessbusiness; (g) transfer make any material capital investment in, or grant any Security Interest on material loan to, any Acquired Assetother Person, except for Customer Loans or in the ordinary course of business or pursuant to any existing agreement or as reflected in the Company’s current budget; (h) make any change with respect to management material capital expenditures or commitments therefor, except (I) in the ordinary course of inventory business and (II) for such capital expenditures or commitments therefor that are reflected in the BusinessCompany’s current budget; (i) take enter into any action that would make other material transaction with any representation of its directors, officers and warranty employees outside the ordinary course of Seller hereunder inaccurate in business, except pursuant to any material respect at, or as of any time prior to, agreement set forth on the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such timeDisclosure Schedules; (j) cancelexcept in the ordinary course of business and consistent with past practice or as required under the terms of any Company Employee Benefit Plan, modify (A) increase salaries, bonuses or waive other compensation and benefits payable by the Company to any of its employees, officers, directors or other service providers; (B) increase the Assumed Contracts benefits under any Company Employee Benefit Plan; (C) terminate or Leases amend any Company Employee Benefit Plan, except to the extent required by applicable law; (D) adopt any arrangement for the current or future benefit or welfare of any officer or employee of the terms thereofCompany that would be a Company Employee Benefit Plan if it were in existence as of the date hereof; or (E) hire or promote any employee, except pursuant to offers of employment outstanding as of the date hereof or as may be mutually agreed to in good faith by Parent and Company; (k) except as otherwise provided settle any Action if (A) the amount payable by GAAP, the Company in connection therewith would exceed $250,000 or (B) such settlement would be reasonably likely to refrain from making or causing to be made any change in have a material and adverse effect on the accounting methods, principles or practices post-Closing operations of Seller with respect to the Businessbusiness of the Company; (l) enter into make or change any agreement material election in respect of Taxes or transaction with respect to material accounting policies of the BusinessCompany, other than in each case unless required by Law or GAAP, except as contemplated by the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto;Agreement; or (m) cancel enter into or, except as may be required by law, modify any debt pension, retirement, stock option, stock appreciation right, deferred compensation, supplemental retirement, consulting, employment agreement, change in control agreement, bonus, group insurance or waive other employee benefit, incentive or compromise welfare contract, plan or arrangement or any claim trust agreement related thereto, in respect of any of its directors, officers or employees; or make any contributions to any defined contribution plan not in the ordinary course of business consistent with past practice. Nothing contained in this Agreement shall give the Parent or the Merger Sub, directly or indirectly, the right with respect to control or direct the Company’s operations prior to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actionsClosing.

Conduct of the Business. Except as expressly agreed set forth on Schedule 5.1, Seller and Shareholder agree that, from the date hereof through the Closing or earlier termination of this Agreement, except to the extent otherwise permitted by this Agreement or consented to in writing by Buyer, during the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04Purchaser, Seller and Shareholder shall cause Seller to: 5.1.1 operate the Business its businesses only in the Ordinary Course of Business and ordinary course; 5.1.2 use its commercially reasonable efforts to preserve intact with respect its business organization intact, to the Business, its current business organizations, keep available retain the services of its current officerskey employees and to preserve its goodwill and relationships with material customers, suppliers, licensors, licensees, advertisers, distributors creditors and others having business dealings relationships with it, ; 5.1.3 take such action as may be commercially reasonably necessary to preserve its properties and assets and to maintain its relationships with its customers material permits and preserve goodwill. Without limiting the generality of the foregoing, Seller shall not, without the prior written consent of Buyer, which shall not be unreasonably withheld: (a) except in the Ordinary Course of Business, sell, lease, license or otherwise dispose of any assets, securities or property of the Businesslicenses; (b) except in the Ordinary Course of Business, make any capital expenditures over $2,500; (c) make payments towards any of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) 5.1.4 maintain and keep in full force and effect all its insurance policiespolicies presently in effect; 5.1.5 comply with any applicable Law except for any Law the violation of which will not have a material adverse effect on Seller's condition (financial or otherwise), assets, properties, business or operations; 5.1.6 promptly advise Purchaser in writing of any material adverse change in its condition (financial or otherwise), assets, properties, business or operations and of any event or circumstance of which it becomes aware which will, or with reasonable certainty may, result in any such change or which will, or with reasonable certainty may, constitute a material violation or breach of any representation, warranty or covenant contained in this Agreement; 5.1.7 except as well as all other insurance currently maintained by Sellerset forth in Schedule 3.9 or Schedule 3.14 or in the ordinary course of business, not make or commit to make any salary or wage increase with respect to the Business any officer, employee or comparable replacement policiesagent or enter into, amend or alter any Employee Benefit Plan (as defined in Section 3.16.1), trust agreement or arrangement or any employment or consulting agreement; (o) incur 5.1.8 not pay, discharge or satisfy any indebtednessmaterial obligation, guaranties liability, lien or encumbrance other than current liabilities reflected in the May Balance Sheet and current liabilities incurred since the May Balance Sheet Date in the ordinary course of indebtedness or any other contingent obligationsbusiness; (p) issue 5.1.9 not sell, transfer or otherwise dispose of or encumber any equity, options, warrants of its assets or other rights to acquire equity interests properties except in the Sellerordinary course of business; orand (q) authorize, 5.1.10 not make any agreement or commit or agree commitment to take, take any of the foregoing actionsaction referred to in Subsections 5.1.1 through 5.1.10 above.

Conduct of the Business. Except as expressly agreed to in writing by Buyer, during the period from Between the date hereof and the Closing Date, or earlier termination of this Agreement in accordance with the terms hereof, the Company will not (and will cause the Subsidiaries not to): (i) except (i) in connetion with the Merger Agreement and (ii) by virtue of the conversion of any capital stock of the Company outstanding on the date hereof, issue any shares of preferred stock, Common Stock or any other security of the Company convertible into Common Stock; (ii) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property) in respect of the capital stock of the Company or repurchase, redeem or otherwise acquire any outstanding shares of the capital stock or other securities of, or other ownership interests in, the Company; (iii) effect any recapitalization, reclassification, stock split or like change in the capitalization of the Company; (iv) amend the Company’s certificate of incorporation to adversly affect the earlier rights of the holders of Common Stock; (v) incur or assume any Indebtedness except in the ordinary course of the Company’s business. “Indebtedness” shall mean without duplication, (i) the Closing Date principal of and premium (if any), prepayment penalties (if any) in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (ii) all obligations of such Person issued or assumed as the termination deferred purchase price of this Agreement pursuant property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement; (iii) all obligations of such Person under leases required to Section 10.04be capitalized in accordance with GAAP; (iv) all obligations of such Person for the reimbursement of any obligor on any letter of credit, Seller shall operate the Business in the Ordinary Course of Business banker’s acceptance or similar credit transaction; and use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality (v) all obligations of the foregoing, Seller shall not, without the prior written consent of Buyer, which shall not be unreasonably withheld: (a) except type referred to in the Ordinary Course of Business, sell, lease, license or otherwise dispose of any assets, securities or property of the Business; (b) except in the Ordinary Course of Business, make any capital expenditures over $2,500; (c) make payments towards any of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; clauses (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as through (iv) of any time prior toPersons for the payment of which such Person is responsible or liable or for which any property or asset of such Person is secured by a lien, the Closing Date under any legally binding obligation, including as obligor, guarantor, surety or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such timeotherwise. ; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actions.

Conduct of the Business. Except as expressly agreed to in writing by BuyerPending the Closing. Until the closing, during Transferor and the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04, Seller Stockholders shall operate the Business in the Ordinary Course of Business and use its commercially reasonable efforts to preserve intact ordinary course in a manner consistent with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, Seller shall not, without the prior written consent of Buyer, which shall not be unreasonably withheldpast practices and: (a) except Transferor shall promptly notify XXXX in writing of, and furnish any information that XXXX reasonably may request with respect to, (i) any claim, litigation, proceeding or governmental investigation threatened in writing by or against Transferor relating to the Business or any material development with respect to any such claim, litigation, proceeding or governmental investigation, (ii) the occurrence of any event or the existence of any state of facts that would result in any of the Transferor's representations and warranties not being true as of the Closing Date, and (iii) any other occurrence of any kind materially adversely affecting the Business or the Assets; (b) Transferor shall not (i) grant or agree to grant any general increase in the Ordinary Course rates of salaries or compensation of its employees, or any specific increase to any such employee whose total salary or compensation after the increase would be at an annual rate in excess of $30,000, or any increase or amend any benefits of employees or agents of the Business (including, without limitation, increase in the pension, retirement or other employment benefits of the employees of the Business, sell(ii) amend, leaseadopt or terminate any Plans or (iii) enter into any employment, license bonus, deferred compensation or otherwise dispose any other agreement with any employee or agent; (c) Transferor shall use reasonable efforts, consistent with its past practices, (i) to preserve the business organization of any assetsthe Business intact and to preserve the goodwill and business of those having business relations with the Business, securities or property (ii) to retain the services of the employees of the Business, and (iii) to preserve all trademarks, trade names, logos and copyrights and related registrations of the Business; (bd) except Transferor shall not (i) enter into or renew any agreement, commitment or lease which, if entered into prior to the date of this agreement, would have been required to be included in schedule 4.8, (ii) cause or take any action to allow any lease, agreement or commitment relating to the Ordinary Course of Business to lapse (other than in accordance with its terms), to be modified in any material adverse respect, or otherwise to become impaired in any manner, (iii) amend, terminate, cancel or compromise any material claim relating to the Business, or waive or allow to lapse or terminate any other rights of substantial value to the Business, or (iv) make or commit to make any capital expenditures over which, individually or in the aggregate, involve payments in excess of $2,500; (c) make payments towards any of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms or grant any early payment discounts to customers50,000; (e) alter through mergerexcept in the ordinary course and substantially consistent with past practice, liquidationTransferor shall not (i) enter into any transaction or voluntarily incur any liability or obligation that is material to the Business or (ii) sell or transfer any of the assets used in the Business, reorganization, restructuring other than assets that have worn out or been replaced with other assets (other than Excluded Assets) of equal or greater value or assets that are no longer needed in any other fashion the corporate structure or ownership operation of the Business; (f) settle Transferor shall not make any material change in the manner in which the Business is operated or compromise any litigation (whether the accounting principles or not commenced prior to the date of this Agreement) relating to practices employed in connection with the Business; (g) transfer or grant any Security Interest on any Acquired AssetTransferor shall duly comply, in all material respects, with all laws, ordinances, orders, injunctions and decrees applicable to the operation of the Business; (h) make Transferor shall maintain all of the tangible assets used in the Business in customary repair, maintenance and condition, except to the extent of normal wear and tear, and Transferor shall replace any change items of equipment at time intervals consistent with respect to management of inventory for the Businesspast practices; (i) take any action that would make any representation Transferor shall maintain insurance on the tangible assets used in the Business and warranty of Seller hereunder inaccurate on the Business in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such timeaccordance with past practices; (j) cancelTransferor shall not take any action to accelerate collection of accounts receivable or to defer payment of liabilities, modify or waive any of except in the Assumed Contracts or Leases or any of the terms thereof;ordinary course consistent with past practices; and (k) except as otherwise Transferor may make cash distributions to its Stockholders provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policiessuch distributions do not result, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actionsclosing, in current liabilities exceeding current assets.

Conduct of the Business. Except as expressly agreed From the date of this Agreement until the Closing Date, Seller shall conduct the Business in the ordinary and normal course of business, consistent with past practice; make ordinary marketing, advertising, promotional and other budgeted expenditures and implement ordinary pricing and promotional strategies in amounts generally comparable with the level of such strategies for the 12-month period ended December 31, 2006; and use commercially reasonable efforts to in writing by Buyerpreserve and maintain the ongoing operations, organization and assets of the Business and maintain the goodwill of the Business’s franchisees, customers and others having business relations with the Seller. Further, and without limiting the generality of the foregoing, during the period from the date of this Agreement hereof to the earlier of (i) Closing Date, except as may be first approved by the Closing Date and (ii) Parent in writing, or as is otherwise expressly permitted or required by this Agreement, the termination of this Agreement pursuant to Section 10.04, Seller shall operate the Business in the Ordinary Course of Business and use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, Seller shall not, without the prior written consent of Buyer, which shall not be unreasonably withheld: (a) except Cancel, encumber, or in any way discharge, terminate, adversely modify or amend or impair the Real Property Lease or any Assumed Contract other than in the Ordinary Course ordinary course of Businessbusiness, sell, lease, license or otherwise dispose commit any act or fail to take any action that would cause a material breach of any assets, securities such Assumed Contract or property of the BusinessReal Property Lease; (b) except Except for refunds described in the Ordinary Course of BusinessSchedule 6.2(b)(i) and royalty relief described in Schedule 6.2(b)(ii), make waive, modify, alter, reduce or compromise any capital expenditures over $2,500amounts payable by any Franchisee; (c) make payments towards Sell or dispose of any of the Excluded Liabilities, including, without limitation, payments towards Purchased Assets except for immaterial sales or other dispositions in the SAP leaseordinary course of business; (d) accelerate Create or suffer or permit the creation of any payment terms Encumbrance (other than Permitted Encumbrances) on any of the Purchased Assets or grant any early payment discounts with respect thereto, unless such Encumbrance will be discharged prior to customersClosing; (e) alter through merger, liquidation, reorganization, restructuring or Take any action that would prevent Seller from consummating the transactions contemplated in any other fashion the corporate structure or ownership of the Businessthis Agreement; (f) settle Knowingly violate any applicable law, statute, rule, governmental regulation or compromise order of any litigation court or governmental regulatory authority (whether federal, state or not commenced prior to the date of this Agreement) relating to the Businesslocal); (g) transfer Make any capital commitment or grant any Security Interest on any Acquired Assetaddition to property, plant or equipment of the Seller, individually or in the aggregate, in excess of $10,000, other than those to be paid for in full prior to Closing; (h) make Take, or fail to take, any change with respect other action which would reasonably be expected to management result in a material breach or inaccuracy in any of inventory for the Businessrepresentations or warranties of Seller contained in this Agreement; (i) take Except for receipt of initial Store franchise fees and/or international master franchise fees in the ordinary course of business, consistent with past practices, and on the same terms that Seller would offer if Seller intended to continuing operating the Business , enter into any action transaction whereby Seller receives an advance or lump sum payment that would make any representation and warranty provides value or a discount to future value for a period in excess of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time;six months; and (j) cancelAgree or commit, modify whether in writing or waive otherwise, to take any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change actions specified in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actionsclauses.

Conduct of the Business. Except as expressly agreed to in writing by Buyer, during During the period from the date of this Agreement six (6) months prior to the earlier of (i) Closing Date, the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04Selling Parties have not engaged in any practice, Seller shall operate the Business in the Ordinary Course of Business and use its commercially reasonable efforts to preserve intact taken any action or entered into any transaction with respect to any of the Business, its current business organizations, keep available Purchased Assets outside the services ordinary course of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwillbusiness. Without limiting the generality foregoing, the Subsidiaries have not done, and Seller, or Seller’s Affiliates, has not done or otherwise facilitated on the Subsidiaries’ behalf, any of the foregoing, Seller shall not, without the prior written consent of Buyer, which shall not be unreasonably withheldfollowing during such time: (a) except in the Ordinary Course of Businesssold, sellleased (as lessor), lease, license transferred or otherwise dispose of any assets, securities or property material assets of outside of the Businessordinary course of business, or encumbered, pledged, mortgaged or permitted any Encumbrance (as defined below) to be imposed on any of such assets; (b) except in entered into any material contract, agreement, lease, or license outside of the Ordinary Course ordinary course of Business, make any capital expenditures over $2,500business; (c) make payments towards any of the Excluded Liabilities, acquired (including, without limitation, payments towards by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division or any material amount of assets; incurred any indebtedness for borrowed money or issue any debt securities or assumed, guaranteed or endorsed, or otherwise as an accommodation become responsible for, the SAP leaseobligations of any Person, or made any loans or advances, except borrowing in the ordinary course of business pursuant to any existing credit agreements; or entered into or amended a contract, agreement, commitment or arrangement with respect to any matter set forth in this paragraph (c); (d) accelerate hired any payment terms employees other than in the ordinary course of business, increased the compensation payable or grant to become payable to, or granted any early payment discounts to customersseverance or termination pay to, its officers, directors or consultants, if any, or entered into any employment, consulting or severance agreement with, any director, officer or other employee or consultant of the Subsidiaries, or established, adopted, entered into or amended any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement (including any employee benefit plan) for the benefit of any director, officer, employee or consultant; (e) alter through merger, liquidation, reorganization, restructuring or in declared and/or paid any other fashion the corporate structure or ownership of the Businessdividend; (f) settle or compromise otherwise engaged in any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; (i) take practice, taken any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter entered into any agreement or transaction with respect to the BusinessBusiness of the Subsidiaries which could, other than in the Ordinary Course of Business consistent with Sellerto any Selling Party’s past practices or pursuant to presently existing plans or agreements disclosed herein or in knowledge, have a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the SellerMaterial Adverse Effect; or (qg) authorize, or commit or agree entered into any agreement to take, do any of the foregoing actionsforegoing.

Conduct of the Business. Except (a) During the Interim Period, except as expressly agreed otherwise provided in this Agreement or consented to in writing by Buyerthe Purchaser, during the period from Company will, and the date of this Agreement to Seller Parties will cause the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04Company to, Seller shall operate carry on the Business in the Ordinary Course of Business and use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, Seller shall not, without the prior written consent of Buyerthe Purchaser, which shall not be unreasonably withheldduring the Interim Period, the Company will not: (ai) amend, alter, or otherwise modify its Organizational Documents; (ii) incur or commit to incur any Indebtedness other than borrowings in the Ordinary Course of Business and in an amount less than $100,000 in the aggregate; (iii) (A) acquire, or dispose of, any material property or assets, (B) mortgage or encumber any property or assets, other than Permitted Liens, or (C) cancel any material debts owed to or Claims held by the Company; 25014300v.8 (iv) enter into or modify or amend any Contracts with any Affiliates of the Company or other related parties; (v) establish, adopt, or amend (except as otherwise required under applicable Law) any Benefit Plan; (vi) issue, sell, or transfer or agree to issue, sell or transfer, any Securities; (vii) fail to maintain in full force and effect insurance policies listed in Section 2.22 of the Disclosure Schedule other than as may be renewed or replaced in the ordinary course of business; (viii) enter into, modify, or terminate any Material Contract; (ix) make any material change in the material financial accounting principles, methods, records, or practices followed by it; (x) alter its cash management policy, including in respect of the collection of accounts receivable or payment of accounts payable in any material respect; (xi) make any material Tax election, change any Tax election, change any Tax accounting period, adopt any material Tax accounting method, change any material accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the statute of limitations with respect to the assessment or collection of Taxes, or take any other similar action if such action would have the effect of materially increasing the liability of or materially decreasing any Tax attribute of the Company for any Tax period ending after the Closing Date; (xii) hire, engage, or terminate any employee, independent contractor or consultant, in any case having a base compensation of more than $180,000 per year; (xiii) declare or pay any dividends or distributions in-kind, or redeem or repurchase any of its Securities; (xiv) split, combine, reclassify, or modify, or authorize any split, combination, reclassification, or modification of the terms of any Securities; (xv) sell, transfer, lease, or otherwise dispose of any of its assets not in the Ordinary Course of Business; or (xvi) enter into any real property lease other than the renewals of existing Lease Agreements in the Ordinary Course of Business, sell, lease, license or otherwise dispose authorize or make any capital expenditures in excess of any assets, securities or property of the Business;$100,000. (b) except Nothing in this Section 5.2 is intended to result in the Ordinary Course of Business, make any capital expenditures over $2,500; (c) make payments towards any Seller Parties or the Company ceding control to the Purchaser of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Company’s basic Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect and commercial decisions prior to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actions.Closing Date. 25014300v.8

Conduct of the Business. Except as expressly agreed to in writing by Buyer, during the period from From the date of this Agreement to the earlier of (i) hereof until the Closing Date and (ii) Date, the termination of this Agreement pursuant to Section 10.04, Seller shall operate the conduct its Business in the Ordinary Course ordinary course of Business business consistent with past practices and shall use its commercially reasonable best efforts to preserve intact its business organization and relationships with respect third parties (including customers, vendors, partners and other material commercial third parties) and to the Business, its current business organizations, keep available the services of its current officersofficers and employees. Notwithstanding anything else in this Agreement to the contrary, suppliers, licensors, licensees, advertisers, distributors between the Effective Date and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality Closing Date (the “Pre-Closing Period”) Seller shall not do any of the foregoing, Seller shall not, following acts without the prior written consent of Buyer, which shall Buyer LLC not be unreasonably withheld, conditioned or delayed except such acts that are within the ordinary course of the Business of Seller: (i) Enter into any debt financing or other loan transaction, whether as a debtor, creditor, guarantor or otherwise; (ii) Take any action, or fail to take any action, that would result in the imposition of a Lien on any of the assets of Seller or the issuance by the MED of a notice of deficiency to Seller; (iii) Propose, authorize, enter into, ratify, amend, renew, let lapse or terminate, or modify, any agreement, understanding, instrument, Contract or proposed transaction, or any group or related agreements, understandings, instruments, Contracts or proposed transactions of Seller out of the ordinary course of Seller’s Business: (a) with respect to any service provider; or (b) that involves (individually or in the aggregate, contingent or otherwise) obligations of, or payments to, any service provider or Seller: (i) in excess of TWENTY-FIVE THOUSAND AND NO/100 U.S. DOLLARS ($25,000.00) annually or over the lifetime of such agreement, understanding, instrument, Contract or proposed transaction; or (ii) are outside the ordinary course of business; (iv) Enter into any management agreement contract; (v) Issue any equity interests (or any options, warrants or other securities, including securities exercisable, exchangeable or convertible into equity interests) in Seller or alter or change the rights, preferences or privileges of its equity interests; increase or decrease the number of its authorized securities; redeem or repurchase any equity interests; or authorize or grant any equity compensation to any Person; (vi) Amend, cancel or revoke its Organizational Documents; or approve a name change or conversion of Seller’s corporate or limited liability company status or approve or cause Seller to engage in any consolidation, exchange or merger with or into any other corporation or other entity or Person, or any other reorganization; (vii) Take any action that would restrict, inhibit or adversely affect Seller’s ability to: (a) except conduct its Business as presently conducted or proposed to be conducted; (b) perform all of its duties and obligations under this Agreement; or (c) truthfully make any of the covenants, representations and warranties set forth in this Agreement as of the Ordinary Course of BusinessClosing; (viii) Sell, sell, lease, license lease or otherwise dispose of any assets, securities or property of the BusinessPurchased Assets or the Assignments; (bix) except in the Ordinary Course of Business, Make or agree to make any capital expenditures over or incur any Liabilities that: (a) exceed FIVE THOUSAND AND NO/100 U.S. DOLLARS ($2,5005,000.00) in the aggregate; and (b) are outside the ordinary course of business; (cx) make payments towards Approve, file, consent to or acquiesce in the filing of any bankruptcy or bankruptcy action by Seller or any Affiliate of Seller, or any assignment for the benefit of any of the Excluded Liabilitiesforegoing creditors; (xi) Make any Material Adverse Change to its accounting methods, principles, or practices, except as required by GAAP, or make any Material Adverse Change to any Tax election, adopt or make any Material Adverse Change to any Tax accounting method, or amend any Tax Return unless a copy of such amendment has been made available for review a reasonable time prior to filing and Buyer LLC has approved such amendment; (xii) Transfer, directly or indirectly, any of its equity interests in any Person, or recognize any such sale or transfer as valid, or recognize any transferee in such sale or transfer as a member of such Person; (xiii) Require or accept, directly or indirectly, any capital contributions from any Person; (xiv) Dissolve or form any subsidiary or joint venture; (xv) Request the approval of the MED, any Governmental Authority or Landlord for any applications for, or amendments or modifications to the current Licenses, the Lease, or any other amendment or modification to its Contracts, including contracts or licenses for products, services or assistance with the cultivation, processing and/or dispensing of marijuana or apply for, respond to, defend against or protest any action taken or required to be taken by the MED or any Law enforcement agency of any Governmental Authority with respect to any of the Licenses including, without limitation, payments towards the SAP leaseany notice of deficiency, renewal of any such license or permit, issuance or termination of any such license or permit, audit and otherwise pursuant to Law; (dxvi) accelerate any payment terms Permit the expiration or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership default of the Business; (f) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the SellerLease; or (qxvii) authorizeApply for, respond to, defend against or commit protest any action taken or agree required to take, be taken by the MED or any Law enforcement agency of any Governmental Authority with respect to any of the foregoing actions.Licenses including, without limitation, any notice of deficiency, renewal of any such license or permit, issuance or termination of any such license or permit, audit and otherwise pursuant to Law (collectively, an “Enforcement Action”);

Conduct of the Business. Except as expressly agreed Subject to Section 7.2, and except for (v) any increase in writing the Basic Subscriber Rate or any other rate charged the Company's subscribers or otherwise contemplated by Buyerthe Transaction Documents, during (w) the period incurrence of the New Borrowing Obligations, (x) the amendment of Old VII's Certificate of Incorporation contemplated by the Transaction Documents, (y) any change described in clause (a), (b) or (c) of the definition of Material Adverse Effect or described on Schedule 7.1 or (z) compliance with VI's obligations under the Parents Agreement or Old VII's obligations under the Implementation Agreement or any other event or action contemplated by the Transaction Documents, from the date of this Agreement hereof until the Exchange Date, Old VII shall cause the Company to the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04, Seller shall operate conduct the Business only in the Ordinary Course ordinary course of Business and use its commercially reasonable efforts to preserve intact business consistent with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwillpast practices. Without limiting the generality of the foregoing, Seller Old VII shall notnot permit the Company to do any of the following, without the prior written consent of Buyer, which shall not be unreasonably withheldTCI Sub: (ai) except (w) enter into a Social Contract, (x) materially amend or, other than in the Ordinary Course of Businessaccordance with its terms, sellterminate any Material Contract, lease, license or otherwise dispose of enter into any assets, securities or property Material Contract outside of the Businessordinary course of business, (y) enter into any programming agreement with any programming service owned or operated by VI or any of its Subsidiaries or Affiliates, or (z) enter into any programming agreement that would require carriage of programming or is not terminable at any time by Old VII (without any out-of-pocket cost to Old VII), in each case following the date that is six months after the Closing Date; (bii) enter into any employment agreement providing for a term of employment other than as an employee at will, except in the Ordinary Course of Business, make any capital expenditures over $2,500; as disclosed to TCI Sub (cor RCS or InterMedia) make payments towards any of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms on or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced prior to the date hereof; (iii) increase the rate of this Agreementcompensation or bonus payments to any employee of the Company, except in the ordinary course of business and except for bonus payments in conjunction with the Transaction where the cost is borne by New VII or VI; (iv) sell or dispose of assets relating to the BusinessBusiness (other than Transferred Assets) except for sales or dispositions of assets in the ordinary course of business, provided that such assets (other than assets listed as vacant land on Schedule 4.19 of the Implementation Agreement) are replaced with other assets in the ordinary course of business; (gv) transfer amend the certificate of incorporation or grant by-laws (or other such governing instruments with different names) of Old VII or any Security Interest on any Acquired AssetCable Division Subsidiary; (hvi) make issue or sell any change with respect to management shares of inventory the capital stock of Old VII or any Cable Division Subsidiary (except for shares of the BusinessClass A Common Stock which are issued as contemplated by Section 2.4 of the Parents Agreement); (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (ovii) incur any indebtedness, guaranties indebtedness for borrowed money outside the ordinary course of indebtedness or any business (other contingent obligations;than the New Borrowing Obligations); and (pviii) issue any equity, options, warrants extend the term of (or other rights fail to acquire equity interests in exercise a right of termination with respect to) the Seller; or (q) authorize, Company's programming agreement with the Science Fiction Channel or commit or agree to take, any of the foregoing actionsComedy Central.

Conduct of the Business. Each of the Company and Parent covenants and agrees that: (a) Except as expressly agreed to in writing contemplated by Buyerthis Agreement or the Ancillary Agreements or as set forth on Schedule 6.1(a), during the period from the date of this Agreement to hereof until the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04in accordance with its terms (the “Interim Period”), Seller each party shall operate the Business conduct its business only in the Ordinary Course ordinary course (including the payment of Business accounts payable and the collection of accounts receivable), consistent with past practices and use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwillassets. Without limiting the generality of the foregoing, Seller shall notand except as expressly contemplated by this Agreement or the Ancillary Agreements, or as required by applicable Law, from the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, without the other party’s prior written consent of Buyer, (which shall not be unreasonably withheldconditioned, withheld or delayed), neither the Company, Parent, nor any of its Subsidiaries, shall permit to: (ai) amend, modify or supplement its certificate 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 or relinquish any material right under, (A) in the Ordinary Course case of Businessthe Company, any Material Contract or (B) in the case of Parent, any material contract, agreement, lease, license or other right or asset of Parent, as applicable; (iii) other than in the ordinary course of business consistent with past practice, 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 $200,000 (individually or in the aggregate); (v) sell, lease, license or otherwise dispose of any of the Company’s or Parent’s, as applicable, material assets, except pursuant to existing contracts or commitments disclosed herein or in the ordinary course of business consistent with past practice; (vi) solely in the case of the Company, sell, lease, license or otherwise dispose of any assets, securities or property of the BusinessCompany Owned IP; (bvii) (A) pay, declare or promise to pay 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 shareholder or other equityholder in its capacity as such; and (C) except as contemplated hereby or by any Ancillary Agreement, amend any term, right or obligation with respect to any outstanding shares of its capital stock or other equity securities; (viii) (A) make any loan, advance or capital contribution to any Person; (B) incur any Indebtedness including drawings under the lines of credit, in the case of the Company, in excess of an aggregate principal amount of $250,000 or such lesser amount if the aggregate principal amount of such new Indebtedness together with the aggregate principal amount all other Indebtedness of the Company would exceed $1,000,000 other than (1) loans evidenced by promissory notes made to Parent as working capital advances as described in the Proxy Statement/Prospectus and (2) intercompany Indebtedness; or (C) repay or satisfy any Indebtedness, other than the repayment of Indebtedness in accordance with the terms thereof; (ix) suffer or incur any Lien, except for Permitted Liens, on the Company’s or Parent’s, as applicable, assets; (x) delay, accelerate or cancel, or waive any material right with respect to, any receivables or Indebtedness owed to the Company or Parent, as applicable, or write off or make reserves against the same (other than, in the case of the Company, in the ordinary course of business consistent with past practice); (xi) 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; (xii) terminate or allow to lapse any insurance policy protecting any of the Company’s or Parent’s, as applicable, assets, unless simultaneously with such termination or lapse, a replacement policy underwritten by an insurance company of similarly recognized standing having comparable deductions and providing coverage equal to or greater than the coverage under the terminated or lapsed policy for substantially similar premiums or less is in full force and effect; (xiii) institute, settle or agree to settle any Action before any Authority, in each case in excess of $200,000 (exclusive of any amounts covered by insurance) or that imposes injunctive or other non-monetary relief on such party; (xiv) except as required by U.S. GAAP, make any material change in its accounting principles, methods or practices or write down the value of its assets; (xv) change its principal place of business or jurisdiction of organization; (xvi) except in connection with the Ordinary Course exercise, conversion or settlement of Businessrights under the terms of any of the Company Preferred Stock or Company Stock Rights, make issue, redeem or repurchase any capital expenditures over $2,500stock, membership interests or other securities, or issue any securities exchangeable for or convertible into any shares of its capital stock or other securities; (cxvii) make payments towards (A) make, change or revoke any material Tax election; (B) change any material method of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; accounting; (d) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (fC) settle or compromise any litigation material claim, notice, audit report or assessment in respect of Taxes; (whether D) enter into any Tax allocation, Tax sharing, Tax indemnity or not commenced prior to the date of this Agreement) other closing agreement relating to any Taxes (other than a contract entered into in the Businessordinary course of business consistent with past practices, the primary purpose of which is not related to Taxes); (E) surrender or forfeit any right to claim a material Tax refund, or (F) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Domestication Intended Tax Treatment or the Merger Intended Tax Treatment; (gxviii) transfer enter into any transaction with or grant distribute or advance any Security Interest on material assets or property to any Acquired Assetof its Affiliates, other than the payment of salary and benefits in the ordinary course; (hxix) other than as required by Law, by a Plan, or in the ordinary course of business (A) increase the compensation or benefits of any employee of the Company at the level of manager or above, except for annual compensation increases in the ordinary course of business consistent with past practices, (B) accelerate the vesting or payment of any compensation or benefits of any employee or service provider of the Company, (C) enter into, amend 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) make any change loan to any present or former employee or other individual service provider of the Company, other than advancement of expenses in the ordinary course of business consistent with respect to management of inventory for the Businesspast practices, (E) enter into, amend or terminate any collective bargaining agreement or other agreement with a labor union or labor organization; or (F) adopt any severance or retention plan; (xx) solely in the case of Parent, hire or offer to hire any additional employees, or engage or offer to engage any consultant, independent contractor, or service provider (except for such employees, independent contractors, or service providers who will exclusively perform services for the Parent before and after the Closing); (xxi) solely in the case of Parent, incur additional Indebtedness in excess of $50,000 without the consent of the Company; (xxii) fail to duly observe and conform in all material respects to any applicable Laws and Orders; or (xxiii) agree or commit to do any of the foregoing. (b) Neither party shall (i) take or agree to take any action that would make be reasonably likely to cause any representation and or warranty of Seller hereunder such party to be inaccurate or misleading in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take take, or agree to omit to take, any commercially reasonable action necessary to prevent any such representation or warranty from being materially inaccurate or misleading in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actions.

Conduct of the Business. (a) Except (x) as expressly agreed otherwise contemplated by this Agreement, (y) as consented to in writing by BuyerPurchaser (which consent shall not be unreasonably withheld, during delayed or conditioned) or (z) as provided on Section 6.15 of the period Company Disclosure Schedule, from and after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Seller and Parent shall cause each of the Company and its Subsidiaries to (i) use commercially reasonable efforts to conduct the Business only in the ordinary course of business consistent with past practice, (ii) pay all Indebtedness, Taxes and other obligations when due, except for amounts subject to a bona fide dispute by the Company or its Subsidiaries, (iii) make purchases of goods and services required for the normal operation of the Business in the ordinary course of business consistent with past practice, (iv) pay for payables and other Liabilities in the ordinary course of business consistent with past practice, and (v) use commercially reasonable efforts to collect receivables in the ordinary course of business consistent with past practice. (b) Without limiting the generality of Section 6.15(a), and except (i) as otherwise contemplated by this Agreement or the Transaction Documents, (ii) as otherwise required by Contract or applicable Law, (iii) as consented to by Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned) or (iv) as provided on Section 6.15 of the Company Disclosure Schedule, from the date of this Agreement to and until the earlier of (i) the Closing Date and (ii) or the termination of this Agreement pursuant to Section 10.04in accordance with its terms, Seller and Parent shall operate cause the Business Company and each of its Subsidiaries not to: 47 (i) make any material change in any method of accounting or accounting practice, policy or procedure, other than as required by GAAP; (ii) amend its Governing Documents; (iii) (A) declare, set aside, make or pay any dividend or other distribution or payments (whether in cash, stock or property or any combination thereof) in respect of any of its Equity Securities (except for the distribution of cash referenced in the Ordinary Course of Business and use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services Adjusted Balance Sheet); or (B) redeem or otherwise acquire any of its current officersEquity Securities, suppliersissue, licensorssell or otherwise dispose any of its Equity Securities or grant any Person any right or option to acquire (including upon conversion, licenseesexchange, advertisersor exercise) any Equity Securities; (iv) merge or consolidate with any business or any corporation, distributors and others having partnership, limited liability company, association or other business dealings with itorganization or division thereof, maintain its relationships with its customers and preserve goodwill. Without limiting the generality acquire all or substantially all of the foregoingassets of any Person or make any loans, Seller shall notadvances or capital contributions to, without the prior written consent of Buyeror any investments in, which shall not be unreasonably withheld: any Persons; (av) except in the Ordinary Course of Business, sell, lease, license or otherwise dispose transfer any material assets or properties of the Company or any of its Subsidiaries, other than in the ordinary course of business consistent with past practice; (vi) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, recapitalization or other reorganization, or taken any action for the appointment of a receiver, administrator, trustee or similar officer; (vii) enter into, amend or terminate a Material Contract other than (A) in order to comply with applicable Law, (B) any termination at the expiration of its stated term, or (C) in the ordinary course of business consistent with past practice; (viii) except as required by the terms of any assets, securities or property of the Business; (b) except Employee Benefit Plan in the Ordinary Course of Business, make any capital expenditures over $2,500; (c) make payments towards any of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced prior to existence on the date of this Agreement, increase the compensation or benefits of any employee, director or individual independent contractor of the Company or any of its Subsidiaries (other than, in each case, in the ordinary course of business consistent with past practice); (ix) relating enter into, adopt or amend, in any material respect, any Employee Benefit Plan in any manner except as required by applicable Law; (x) authorize, or make any commitment with respect to, any capital expenditures that are, in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000), or fail to make capital expenditures consistent with the Business; budget set forth in Section 6.15(b)(x) of the Company Disclosure Schedule; (g) transfer or grant any Security Interest on any Acquired Asset; (hxi) make any change with respect to management of inventory for the Business; (i) take capital investment in, any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect atloan to, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any acquisition of the Assumed Contracts securities or Leases assets of, any Person or business; (xii) (A) create, incur, assume, forgive, guarantee or modify any Indebtedness (other than draws under revolving lines of credit existing on the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change date hereof in the accounting methodsordinary course of business consistent with past practice), principles or practices of Seller with respect to the Business; (lB) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actions.off-balance sheet 48

Conduct of the Business. Except as expressly agreed to set forth in writing by BuyerSchedule 5.01, during the period from the date of this Agreement to until the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04Closing, Seller shall operate the Business in the Ordinary Course of Business and will use its commercially reasonable efforts to conduct the Business in the ordinary course of business and to preserve intact with respect to the Business, its current Purchased Assets and Assigned Contracts and the existing business organizations, keep available relationships of the services of its current officers, suppliers, licensors, licensees, advertisers, distributors Business with Investors and others having significant business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, except as set forth in Schedule 5.01, as required by Applicable Law, or as expressly required by this Agreement, or as consented to, in advance and in writing, by Purchaser, from the date of this Agreement until the Closing, Seller shall will not, without as it relates to the prior written consent of Buyer, which shall not be unreasonably withheldBusiness: (a) except in the Ordinary Course of Business, sell, lease, license license, remove or otherwise dispose of of, or subject to any assetsLien (other than Permitted Liens), securities pledge, or property otherwise encumber, allow to lapse or expire, permit the destruction of, or material damage or loss to, any of the BusinessPurchased Assets, other than dispositions in the ordinary course of business not in excess of $50,000 individually, or $100,000 in the aggregate (provided that if any such dispositions occur, the proceeds thereof shall be deemed to be Purchased Assets), other than the financing of advance receivables, which shall be deemed to be within the ordinary course of business; (b) except modify, amend, terminate, release, assign or waive any material rights or claims under, any Assigned Contract (other than renewals in the Ordinary Course ordinary course of Business, make any capital expenditures over $2,500business consistent with past practice in accordance with the terms thereof); (c) make payments towards amend its Organizational Documents in a manner adverse to the Business, the Purchased Assets or the transactions contemplated by this Agreement, or enter into or amend any of limited liability company, joint venture, partnership, strategic alliance, stockholders’ agreement, co-marketing, co-promotion, joint development, operating agreement or similar arrangement to the Excluded Liabilities, including, without limitation, payments towards extent related to the SAP leaseBusiness or with respect to the Purchased Assets; (d) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any material claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect relating to the Business or comparable replacement policiesthe Purchased Assets; (e) terminate or permit to lapse any material Permits that are necessary for the operation of the Business; (of) incur except as required under Applicable Law or the terms of any indebtednessEmployee Plan as in effect on the date of this Agreement, guaranties (i) adopt, enter into or establish any new employee benefit plan or program for the benefit of indebtedness Employees, or materially amend, or terminate any Employee Plan; (ii) terminate (other than for cause), hire or promote any Employee, other than in respect of the Employees whose annual base salary would not exceed $250,000 in the ordinary course of business; (iii) increase the wages, salaries, compensation, bonuses, incentives or any other contingent obligationscompensation or benefits of any Employee; (iv) take any action that would modify whether an individual is classified as an Employee, or (v) enter into any new, or amend any existing, collective bargaining agreement or similar agreement that may impact any Employee (references in this paragraph to Employees shall be deemed to encompass all Optional Employees and TPO Ops Employees); (pb) issue make, revoke or change any equitymaterial Tax election or method of Tax accounting, optionsamend any material Tax Return, warrants consent to any extension or other rights waiver of the limitation period applicable to acquire equity interests in the Seller; or (q) authorizeany material Tax claim or assessment, or commit settle or agree compromise any Liability with respect to takeany material Taxes, in each case to the extent such action relates to the Purchased Assets or the Business and could reasonably be expected to have the effect of increasing the Tax Liability or reducing any Tax asset of Purchaser for any Tax period (or portion thereof) ending after the foregoing actions.Closing;

Conduct of the Business. Except as expressly agreed to in writing by BuyerIn connection with the Assets and the Restaurants, during the period Seller agrees that, from the date hereof until the Closing Date, unless otherwise consented to by Buyer in writing: 21 (a) The Restaurants shall be operated only in, and Seller shall not take any action except in, the ordinary course of this Agreement Seller's business, on an arm's-length basis and in accordance in all material respects with all applicable laws, rules and regulations and Seller's past custom and practice; (b) Seller shall not, directly or indirectly, do or permit to occur any of the earlier of following insofar as they relate to Restaurants or the Assets: (i) sell, pledge, dispose of or encumber any of the Closing Date and Assets, except in the ordinary course of business; (ii) acquire (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof; (iii) incur any indebtedness for borrowed money or issue any debt securities except the termination borrowing of working capital in the ordinary course of business and consistent with past practice; (iv) permit any accounts payable owed to trade creditors to remain outstanding more than 60 days; (v) accelerate, beyond the normal collection cycle, collection of accounts receivable; or (vi) enter into or propose to enter into, or modify or propose to modify, any agreement, arrangement or understanding with respect to any of the matters set forth in this Agreement pursuant to Section 10.04, 4.1(b); (c) Seller shall operate the Business not, directly or indirectly, in the Ordinary Course case of Business employees, take any action with respect to the grant of any bonuses, salary increases, severance or termination pay or with respect to any increase of benefits payable in effect on the date hereof except as otherwise in the ordinary course of business consistent with past practices; (d) Seller shall not adopt or amend any bonus, profit sharing, compensation, pension, retirement, deferred compensation, employment or other employee benefit plan, trust, fund or group arrangement for the benefit or welfare of any employees or affiliates; (e) Seller shall not cancel or terminate its current insurance policies covering the Assets and the Restaurants, or cause 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; (f) Seller shall (i) use its commercially reasonable best efforts to preserve intact the organization and goodwill associated with respect to the Business, its current business organizationsRestaurants, keep available the services of its current officers, Seller's employees as a group and maintain satisfactory relationships with suppliers, licensorsdistributors, licensees, advertisers, distributors customers and others having business dealings with it, maintain its relationships with its customers Seller in connection with the Restaurants; (ii) confer on a regular and preserve goodwill. Without limiting frequent basis with representatives of Buyer to report operational matters and the generality general status of ongoing operations with respect to the Restaurants; (iii) not intentionally take any action which would render, or which reasonably may be expected to render, any representation or warranty made by it in this Agreement untrue at the Closing; (iv) notify Buyer of any emergency or other change in the normal course of the foregoingRestaurants' businesses or in the operation of the properties of the Restaurants and of any governmental or third party complaints, investigations or hearings (or communications indicating that the same may be contemplated) if such emergency, change, complaint, investigation or hearing would be material, individually or in the aggregate, to the business, operations or financial condition of Seller or to Seller's or Buyer's ability to consummate the transactions contemplated by this Agreement; and (v) promptly notify Buyer in writing if Seller shall notdiscover that any representation or warranty made by it in this Agreement was when made, without the prior written consent of Buyeror has subsequently become, which shall not be unreasonably withheld: (a) except in the Ordinary Course of Business, sell, lease, license or otherwise dispose of any assets, securities or property of the Business; (b) except in the Ordinary Course of Business, make any capital expenditures over $2,500; (c) make payments towards any of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or untrue in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Businessrespect; (g) transfer Seller shall (i) file any Returns, elections or grant information statements with respect to any Security Interest on liabilities for Taxes of Seller or other matters relating to Taxes of Seller which affect the Assets and pursuant to applicable law must be filed prior to the Closing Date; (ii) promptly upon filing provide copies of any Acquired Assetsuch Returns, elections or information statements to Buyer; (iii) make any such Tax elections or other discretionary positions with respect to Taxes taken by or affecting Seller only upon prior consultation with and consent of Buyer; and (iv) not amend any Return; (h) Neither Seller nor any of its affiliates shall make any election without respect to Taxes, change an annual accounting period, adopt or change any accounting method or file any amended return, report or form, if such election, adoption, change or filing would have the effect of increasing the Tax liability of the Buyer with respect to management of inventory for any period ending after the Business;Closing Date; and (i) take Seller shall not perform any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, act referenced by (or as of any time prior to, the Closing Date or (ii) omit to take perform any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time;act which omission is referenced by) the terms of Section 2.15 hereof; and (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, Seller shall continue to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect convert its Ryan's Restaurants to the Business; (lWJ Restaurant and FB Restaurant concepts as further described on Schedule 4.1(j) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule attached hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actions.

Conduct of the Business. Except as expressly agreed to in writing by Buyer, during the period from (a) From the date of this Agreement to hereof until the earlier of (i) the Closing Date and (ii) or the termination of this Agreement pursuant to Section 10.0410.01, except as otherwise provided for in this Agreement (including without limitation Section 7.02 hereof), in the Disclosure Letter, or consented to in writing by the Purchaser, the Seller shall operate cause the Business Partnership to conduct its business in the Ordinary Course ordinary course of Business and use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, Seller shall not, without the prior written consent of Buyer, which shall not be unreasonably withheld: (a) except in the Ordinary Course of Business, sell, lease, license or otherwise dispose of any assets, securities or property of the Business;business. (b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 10.01, except as otherwise provided for in this Agreement (including without limitation Section 7.02 hereof), in the Ordinary Course Disclosure Letter, or consented to in writing by the Purchaser, the Seller shall cause the Partnership to not: (i) issue, sell or deliver any of Businessits partnership interests or issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any of its partnership interests; (ii) effect any recapitalization, reclassification or like change in its capitalization; (iii) amend its certificate of limited partnership or its limited partnership agreement; (iv) make any redemption or purchase of any of its partnership interests; (v) sell, assign or transfer any of its long-term tangible assets having a value greater than C$10,000 in the aggregate, provided that the Partnership shall be permitted to sell vehicles, engines and compressors having a value of greater than C$10,000 so long as (A) any such sale is made pursuant to and in accordance with an existing purchase option and (B) the net proceeds of the sale (after deducting taxes, make-ready costs and similar amounts) are either used to purchase similar assets from a third party or are retained by the Partnership as cash at Closing (and, for greater certainty, such proceeds shall not be paid out to the Seller or an Affiliate of the Seller pursuant to Section 7.02(a) and shall not be taken into account in the calculation of Actual Working Capital); (vi) make any capital investment in, or any loan to, any other Person; (vii) commit to make any capital expenditures over $2,500; after the Closing for which the amount of obligations and commitments would exceed C$50,000 in the aggregate; (cviii) defer any maintenance capital expenditures in the ordinary course of business consistent with past practice; (ix) make payments towards any loan to, or enter into any other material transaction with, any of its officers, employees, consultants, contractors or agents outside of the Excluded Liabilitiesordinary course of business; (x) increase the compensation of (i) any officer or member of the management team or (ii) any employee, includingconsultant, without limitationcontractor or agent, payments towards except in the SAP lease; case of this clause (dii) accelerate any payment terms or grant any early payment discounts to customers; in the ordinary course of business; (exi) alter through merger, liquidation, reorganization, restructuring or improve the Employee Benefit Plans in any other fashion the corporate structure material manner; (xii) commit to any new or ownership of the Business; renewed Employee Benefit Plans; (fxiii) settle enter into any contract or compromise any litigation (whether or not commenced prior to agreement that would constitute a Significant Contract if it existed at the date of this Agreement) relating to the Business; , or amend or terminate any Significant Contract; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; (ixiv) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect ataction, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary that could reasonably be expected to prevent cause any such representation and warranty in Article IV or warranty from being materially inaccurate Article V to be untrue in any material respect at as of the Closing; (xv) change its practices relating to the invoicing or collection of accounts receivable; or (xvi) agree, commit or adopt any such time; (j) cancel, modify plan or waive proposal to take any of the Assumed Contracts or Leases or any actions set forth in clauses (i) through (xv), above. (c) From the date hereof until the earlier of the terms thereof; (k) Closing Date or the termination of this Agreement pursuant to Section 10.01, except as otherwise provided for in this Agreement (including without limitation Section 7.02 hereof) or consented to in writing by GAAPthe Purchaser, the Seller shall cause the General Partner to refrain from making not: (i) issue, sell or causing to be made deliver any change in the accounting methodsof its shares or issue or sell any securities convertible into, principles or practices of Seller options with respect to, or warrants to the Business; (l) enter into any agreement purchase or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to takesubscribe for, any of its shares; (ii) effect any recapitalization, reclassification or like change in its capitalization; (iii) amend its constating documents; (iv) make any redemption or purchase of any of its shares, or issue any dividends or return any capital in respect of its shares; (v) sell, assign or transfer its Partnership Interest; or (vi) sell, assign or transfer any material portion of its tangible assets. (d) From the foregoing actionsdate hereof until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 10.01, except as otherwise provided for in this Agreement (including without limitation Section 7.02 hereof), in the Disclosure Letter, or consented to in writing by the Purchaser, the Seller shall cause the Limited Partner to not: (i) issue, sell or deliver any of its shares or issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any of its shares; (ii) effect any recapitalization, reclassification or like change in its capitalization; (iii) amend its constating documents; (iv) make any redemption or purchase of any of its shares, or issue any dividends or return any capital in respect of its shares; or (v) sell, assign or transfer its Partnership Interest. (e) If the Purchaser has delivered the Purchaser Closing Notice for a Closing to occur during an Interim Funding Period, neither the Partnership nor the Partners shall during such period (i) make any expenditures in excess of $15,000, individually or in the aggregate, during such period without the consent of the Purchaser or (ii) notwithstanding anything in this Agreement to the contrary, make any distributions or dividends of Cash held by the Partnership and the Partners.

Conduct of the Business. Except as expressly agreed to in writing by Buyer, during the period from (a) From the date of this Agreement to the earlier of (i) hereof through the Closing Date Date, the Company shall, and the Manager and the Class A Members shall cause the Company to, conduct the Business only in the ordinary course, (ii) including the termination payment of this Agreement pursuant accounts payable and the collection of accounts receivable), consistent with past practices, and shall not enter into any material transactions without the prior written consent of Purchaser, and shall use its best efforts to Section 10.04preserve intact its business relationships with employees, Seller clients, suppliers and other third parties. The Company, the Manager and the Class A Members shall operate use their best efforts to cause the Subsidiaries to conduct the Business in the Ordinary Course ordinary course, (including the payment of Business accounts payable and use its commercially reasonable efforts to preserve intact the collection of accounts receivable), consistent with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwillpast practices. Without limiting the generality of the foregoing, Seller shall notfrom the date hereof until and including the Closing Date, without the Purchaser’s prior written consent of Buyer, (which shall not be unreasonably withheld), the Company, the Manager and the Class A Members shall cause the Subsidiaries to not: (ai) except amend, modify or supplement its Operating Agreement 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 Contract (including Contracts described in Section 9.1(a)(iii)) below), or any other right or asset of the Company or any Subsidiary; (iii) modify, amend or enter into any contract, agreement, lease, license or commitment, which (A) is with respect to Real Property, (B) extends for a term of one year or more or (C) obligates the payment of more than $1,000,000 (individually or in the Ordinary Course aggregate); (iv) make any capital expenditures in excess of Business, $1,000,000 (individually or in the aggregate); (v) sell, lease, license or otherwise dispose of any of the Company or its Subsidiaries’ assets or assets covered by any Contract except (i) pursuant to existing contracts or commitments disclosed herein and (ii) sales of Inventory in the ordinary course consistent with past practice; (vi) pay, declare or promise to pay any dividends or other distributions with respect to the Units or any of its capital stock, membership interests or other securities, or pay, declare or promise to pay any other payments to any Member (other than, in the case of any Member as an employee of the Company or its Subsidiary, payments of salary accrued in said period at the current salary rate set forth on Schedule 4.25(a)) or any Affiliate of the Company or any of its Subsidiaries; (vii) authorize any salary increase of more than 10% for any employee making an annual salary equal to or greater than $100,000 or in excess of $100,000 in the aggregate on an annual basis or change the bonus or profit sharing policies of the Company or any of its Subsidiaries; (viii) obtain or incur any loan or other Indebtedness, including drawings under the Company or any of its Subsidiaries’ existing lines of credit; (ix) suffer or incur any Lien, except for Permitted Liens, on any of the Company or any of its Subsidiaries’ assets; (x) suffer any damage, destruction or loss of property related to any of the Company or any of its Subsidiaries’ assets, securities whether or property not covered by insurance; (xi) delay, accelerate or cancel any receivables or Indebtedness owed to the Company or any of its Subsidiaries or Portfolio Companies or writeoff or make further reserves against the same; (xii) merge or consolidate with or acquire any other Person or be acquired by any other Person; (xiii) suffer any insurance policy protecting any of the BusinessCompany or any of its Subsidiaries’ assets to lapse; (xiv) amend any of its plans set forth in Section 4.28(a) or fail to continue to make timely contributions thereto in accordance with the terms thereof; (xv) make any change in its accounting principles or methods or write down the value of any Inventory or assets; (xvi) change the place of business or jurisdiction of organization of the Company or any of its Subsidiaries; (xvii) extend any loans other than travel or other expense advances to employees in the ordinary course of business not to exceed $1,000.00 individually or $10,000.00 in the aggregate; (xviii) issue, redeem or repurchase any Units or any capital stock, membership interests or other securities, or issue any securities exchangeable for or convertible into any shares of its capital stock, except that the Company may continue to issue up to $15 million of additional preferred membership interests, which will be convertible into Purchaser Preferred Stock at the Closing; (xix) effect or agree to any change in any practices or terms, including payment terms, with respect to customers or suppliers; (xx) make or change any material Tax election or change any annual Tax accounting periods; or (xxi) agree to do any of the foregoing. (b) except in The Company shall not, and the Ordinary Course of BusinessManager shall cause the Company and its Subsidiaries to not, make any capital expenditures over $2,500; (c) make payments towards any of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; (i) take or agree to take any action that would might make any representation and or warranty of Seller the Company or any Member hereunder inaccurate or misleading in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take take, or agree to omit to take, any action necessary to prevent any such representation or warranty from being materially inaccurate or misleading in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actions.

Conduct of the Business. Except as expressly agreed to in writing by Buyer, during the period from From the date of this Agreement to the earlier of (i) hereof through the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04Date, Seller Parent shall operate the Business conduct its business only in the Ordinary Course ordinary course (including the payment of Business accounts payable and the collection of accounts receivable), consistent with past practices, and shall not enter into any material transactions without the prior written consent of Principal Shareholders, and use its commercially reasonable efforts to preserve intact the Parent’s business relationships with respect to the Business, its current business organizations, keep available the services of its current officersemployees, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwillother third parties. Without limiting the generality of the foregoing, Seller shall notfrom the date hereof until the Closing Date, without the Principal Shareholders prior written consent of Buyer, which shall not be unreasonably withheld, the Company shall not: (a) except in the Ordinary Course ordinary course of Businessbusiness, amend, waive any provision of, terminate prior to its scheduled expiration date, or otherwise compromise in any way, any Parent Contract (including contracts described in clause (b) below), or any other right or asset; (b) except as contemplated by this Agreement, enter into any contract, agreement, lease, license or commitment, which (i) is with respect to real property, (ii) except in the ordinary course of business, extends for a term of one year or more or (iii) obligates the payment of more than $200,000 (individually or in the aggregate); (c) make any capital expenditures in excess of $200,000 (individually or in the aggregate); (d) sell, lease, license or otherwise dispose of any assets, securities assets or property assets covered by any Parent Contract except (i) pursuant to existing contracts or commitments disclosed herein and (ii) sales of the Business; (b) except inventory in the Ordinary Course of Business, make any capital expenditures over $2,500; (c) make payments towards any of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms or grant any early payment discounts to customersordinary course consistent with past practice; (e) alter through mergerpay, liquidationdeclare or promise to pay any dividends or other distributions with respect to its capital stock, reorganizationor pay, restructuring declare or in promise to pay any other fashion the corporate structure payments to any shareholder or ownership any Affiliate of the BusinessParent in excess of $1,000,000; (f) settle authorize any salary increase of more than 10% for any employee making an annual salary of greater than $50,000 or compromise any litigation (whether in excess of $5,000 in the aggregate on an annual basis or not commenced prior to change the date bonus or profit sharing policies of this Agreement) relating to the BusinessParent; (g) transfer obtain or grant suffer to exist any Security Interest on any Acquired AssetIndebtedness in excess of $50,000 in the aggregate; (h) make suffer or incur any change with respect to management of inventory for the BusinessLien on any asset; (i) suffer any material damage, destruction or loss of property related to any assets that is not covered by insurance; (j) delay, accelerate or cancel any receivables or Indebtedness or write-off or make further reserves against the same, except in the ordinary course of business; (k) merge or consolidate with or acquire any other Person or be acquired by any other Person, except as explicitly set forth in this Agreement; (l) suffer any insurance policy protecting assets to lapse; (m) make any change in its accounting principles or methods or write down the value of any inventory or assets; (n) change the place of business of the Parent; (o) extend any loans to any Person, other than travel or other expense advances to employees in the ordinary course of business; (p) issue, redeem or repurchase any shares of its capital stock; (q) effect or agree to any changes in shipping practices, terms or rates; (r) reduce the prices of products sold from inventory for customers except in the ordinary course of business; (s) effect or agree to any change in any practices or terms, including payment terms, with respect to customers or suppliers; (t) permit any Permit or bond to lapse; (u) engage in any activity that would prevent the Parent from being able to obtain bonds in connection with the business; (v) make or rescind any election related to Taxes, file any amended income Tax Return or make any changes in its methods of Tax accounting; or (w) agree to do any of the foregoing. The Parent will not (i) take or agree to take any action that would might make any representation and or warranty of Seller the Parent hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take take, or agree to omit to take, any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actions.

Conduct of the Business. Except as expressly agreed to in writing by Buyer, during the period from From the date of this Agreement to the earlier of (i) hereof through the Closing Date Date, the Company and (ii) the termination of this Agreement pursuant to Section 10.04, Seller each Subsidiaries shall operate conduct the Business only in the Ordinary Course ordinary course (including the payment of Business accounts payable and the collection of accounts receivable), consistent with past practices, and shall not enter into any material transactions without the prior written consent of the Purchaser, and use its commercially reasonable efforts to preserve intact the Company's business relationships with respect to the Business, its current business organizations, keep available the services of its current officersemployees, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwillother third parties. Without limiting the generality of the foregoing, Seller shall notfrom the date hereof until the Closing Date, without the Purchaser's prior written consent consent, neither the Company nor any Subsidiaries shall: except in the ordinary course of Buyerbusiness, amend, waive any provision of, terminate prior to its scheduled expiration date, or otherwise compromise in any way, any Contract (including contracts described in Section (b) below), or any other right or asset; except as contemplated by this Agreement, enter into any contract, agreement, lease, license or commitment, which shall not be unreasonably withheld: (ai) is with respect to real property, (ii) except in the Ordinary Course ordinary course of Businessbusiness, extends for a term of one year or more or (iii) obligates the payment of more than $2.0 million (individually or in the aggregate); make any capital expenditures in excess of $10,000 (individually or in the aggregate); sell, lease, license or otherwise dispose of any assetsassets or assets covered by any Contract except (i) pursuant to existing contracts or commitments disclosed herein; pay, securities declare or property promise to pay any dividends or other distributions with respect to its capital stock, or pay, declare or promise to pay any other payments to the Nollec Parties or any Affiliate of the Business; (b) Nollec Parties; authorize any salary increase of more than 10% for any employee or change the bonus or profit sharing policies of the Company; obtain or suffer to exist any Indebtedness in excess of $10,000 in the aggregate other than in the ordinary business consistent with past practice; suffer or incur any Lien on any asset except for Liens existing as of the date hereof as set forth on Schedule 3.14(b); suffer any material damage, destruction or loss of property related to any assets that is not covered by insurance; delay, accelerate or cancel any receivables or Indebtedness or write-off or make further reserves against the same, except in the Ordinary Course ordinary course of Business, business; merge or consolidate with or acquire any other Person or be acquired by any other Person; suffer any insurance policy protecting assets to lapse; make any change in its accounting principles or methods or write down the value of any assets; change the place of business of the Company or any Subsidiaries; extend any loans to any Person, other than travel or other expense advances to employees in the ordinary course of business; issue, redeem or repurchase any shares of its capital expenditures over $2,500; (c) stock; effect or agree to any change in any practices or terms, including payment terms, with respect to customers or suppliers; make payments towards or rescind any election related to Taxes, file any amended income Tax Return or make any changes in its methods of Tax accounting; or agree to do any of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership foregoing. None of the Business; (f) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; Nollec Parties will (i) take or agree to take any action that would might make any representation and or warranty of Seller the Company, any Subsidiaries or the Sellers hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take take, or agree to omit to take, any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actions.

Conduct of the Business. (a) Except as expressly agreed contemplated by this Agreement (including as set forth in Section 6.02 of the Sellers Disclosure Schedules), as consented to in writing by BuyerBuyer (which consent shall not be unreasonably withheld, during the period conditioned or delayed) or as required by applicable Law, from the date of this Agreement to Execution Date until the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04Agreement, Seller shall operate as applicable (the Business in the Ordinary Course of Business and use its commercially reasonable efforts to preserve intact “Interim Period”), Sellers shall, with respect to the BusinessAcquired Companies, and shall cause each Acquired Company to, conduct its current business organizations, keep available only in the services ordinary course of its current officers, suppliers, licensors, licensees, advertisers, distributors business. In addition (and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without without limiting the generality of the foregoing), Seller except as expressly contemplated by this Agreement (including as set forth in Section 6.02 of the Sellers Disclosure Schedules), consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed) or as required by applicable Law, Sellers shall not, with respect to the Acquired Companies, and shall cause the Acquired Companies not to take, any of the following actions without the prior written consent of Buyer, Buyer (which consent shall not be unreasonably withheld, conditioned or delayed) delivered to Sellers’ Representative: (ai) except amend the Organizational Documents of any Acquired Company in any respect; (ii) effect any reorganization (including any merger, division, consolidation or conversion), liquidation, dissolution or winding up of any Acquired Company; (iii) issue, sell, transfer or otherwise dispose of, pledge or otherwise encumber any Equity Interests of any Acquired Company, or issue or grant any Right with respect to any Acquired Company, in each case, other than pursuant to the terms of any Benefit Plan in connection with issuance of any authorized but unissued equity or equity-based awards or the settlement or exercise of any equity or equity-based awards; (iv) amend, modify or otherwise supplement any existing Affiliate Contract or enter into any new Affiliate Contract; (v) (A) make, change or rescind any Tax election, adopt or change any Tax accounting method, make any change to any method of reporting for Tax purposes or any accounting practice or policy from those employed in the Ordinary Course preparation of Businessits most recent Tax Return or change any annual accounting period, or settle or compromise any ad valorem, property or similar Tax liability, claim or assessment for Taxes, in each case, except to the extent the aggregate impact of such actions upon Buyer and the Acquired Companies is less than provided that the Acquired Companies shall provide Buyer a copy of any settlement or compromise of ad valorem, property or similar Taxes within ten (10) Business Days of such settlement or compromise, or (B) amend any Tax Return, settle or compromise any Tax Proceeding or any Tax liability, claim or assessment for Taxes (other than with respect to any ad valorem, property or similar Taxes), enter any closing agreement or other agreement relating to Taxes with any Governmental Authority, agree to an extension or waiver of the statute of limitations with respect to the assessment, determination or collection of Taxes, surrender any right to claim a Tax refund or other reduction of Taxes, or seek any ruling or agreement from a Governmental Authority with respect to Taxes, or enter into any Tax sharing or similar agreement or assume any Liability for Taxes of any other Person (whether by Contract or otherwise other than any customary commercial agreement, the primary purpose of which do not related to Taxes); (vi) purchase or acquire (whether by merger, consolidation, combination or otherwise) any business or line of business, any other material assets (including Equity Interests) from any Person (other than as included in Approved Capital Projects); (vii) sell, assign, transfer, lease, license or otherwise dispose of, or grant or impose any Liens (other than Permitted Liens) on, (A) any assets of the Acquired Companies to any Person (other than any Acquired Company) having a value in excess of , except for sales of transmission capacity or ancillary products or services, and obsolete, damaged, broken or surplus equipment or assets, securities in each case, in the ordinary course of business or property of (B) any material Intellectual Property owned by the BusinessAcquired Companies; (bviii) except in the Ordinary Course ordinary course of Business, make business and other than in respect of any capital expenditures over $2,500; (c) make payments towards any of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms Benefit Plan or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; (i) take any action that would make any representation not reasonably be expected to be material and warranty of Seller hereunder inaccurate in any material respect atadverse to the applicable Acquired Company, or as of any time prior to, the Closing Date or (iiA) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancelamend, modify or waive otherwise supplement any of the Assumed Contracts Material Contract, (B) terminate any Material Contract (other than any expiration thereof in accordance with its terms) or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (lC) enter into any agreement or transaction with respect Contract that, if in existence on the Execution Date would have been required to be disclosed in Section 4.10(a) of the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule heretoSellers Disclosure Schedules; (mix) cancel except as permitted under the terms of the applicable Contract or Benefit Plan, and, except, in the event that the Closing Date occurs prior to the applicable date in any debt calendar year in which ordinary course adjustments are made to increase the annual compensation for the employees of the Acquired Companies consistent with past practices, for the acceleration of such adjustments prior to the Closing to the annual compensation of the employees of the Acquired Companies, (1) materially increase (x) the salary or waive other compensation, including benefits, change in control, severance or compromise termination pay, to which any claim employee, consultant, member of the board of directors (or right with respect similar governing body) of an Acquired Company is entitled, except in the ordinary course of business, including annual compensation increases, (2) accelerate the vesting or payment of any material compensation or benefits of any employee, consultant, member of the board of directors (or similar governing body) of an Acquired Company under any Benefit Plan, (3) adopt, enter into, amend, or terminate any material written Benefit Plan, except as contemplated by this Agreement or except as would not reasonably be expected to be material to the Acquired Assets; Companies taken as a whole, (n4) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect transfer the employment of any employee of an Acquired Company to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness Seller or any of its Affiliates or (5) enter into, terminate or amend any collective bargaining agreement other contingent obligationsthan as required by Law; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actions.

Conduct of the Business. Except as expressly agreed to in writing by Buyerset forth on Section 4.01 of the Disclosure Letter, during the period from the date of this Agreement to until the earlier of (i) Closing, the Closing Date Sellers will, and (ii) will cause the termination of this Agreement pursuant to Section 10.04Indian Entity to, Seller shall operate conduct the Business in the Ordinary Course of Business ordinary course and use its their respective commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, Seller shall notexcept as set forth on Section 4.01 of the Disclosure Letter, without the prior written as required by applicable Law, or as consented to by Purchaser (which consent of Buyer, which shall may not be unreasonably withheld, conditioned or delayed, and in any case Purchaser will indicate in writing to Sellers whether it intends to provide such consent no later than 72 hours after receiving a request for such consent), from the date of this Agreement until the Closing, the Sellers will not, and will cause the Indian Entity not to, as it relates to the Business: (a) except in the Ordinary Course of Business, sell, lease, license license, remove or otherwise dispose of of, or subject to any Lien (other than Permitted Liens) any material assets, securities or property of the Business; (b) except acquire, purchase, license or lease (in the Ordinary Course of Businesseach case, make whether by merger, consolidation or by any capital expenditures over $2,500other manner) any business or Person or any material assets or securities thereof; (c) make payments towards except in the ordinary course of business or as would not have any of the Excluded Liabilitiesadverse operational or economic consequences for Purchaser, including, without limitation, payments towards the SAP lease; (di) accelerate any payment terms modify or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or amend in any other fashion material respect, or terminate, release, assign or waive any material rights or claims under, any Material Contract or Lease, (ii) enter into any Contract that, if any Seller or the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced Indian Entity had entered into such Contract immediately prior to the date of this Agreement, would be a Material Contract, or (iii) relating enter into any material lease or sublease of real property; (d) except in the ordinary course of business or as would not have any adverse operational or economic consequences for Purchaser, adopt, enter into, or increase benefits or obligations under, any Employee Plan, except as required pursuant to Contracts in effect as of the Businessdate hereof; (e) increase the salary or other compensation of any Employee other than any increase or series of increases in compensation that is, in the aggregate, less than 8% of such Employee’s compensation on the date of this Agreement; (f) except as would not give rise to any Assumed Liabilities, (i) incur or assume any Liabilities or Indebtedness for borrowed money or (ii) guarantee any such Liabilities or Indebtedness; (g) transfer settle or grant compromise or commit to settle or compromise any Security Interest on Action pursuant to terms which, individually or in the aggregate, would reasonably be expected to adversely affect in any Acquired Assetmaterial respect the post-Closing operation of the Business or Purchaser or any of its Affiliates; (h) make fail to file any change material reports or take any steps necessary to comply with respect all Laws in all material respects and to management of inventory for the Businessmaintain, in good standing, all material Permits; (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in amend any material Tax Return of or with respect atto the Indian Entity or Option One Advance Corporation, make, change or revoke any material election with respect to Taxes of or with respect to the Indian Entity or Option One Advance Corporation, file any claim for a material refund of Taxes of the Indian Entity or Option One Advance Corporation, change any taxable period or method of accounting of or with respect to the Indian Entity or Option One Advance Corporation for Tax purposes, or as settle or compromise any material liability of any time prior tothe Indian Entity or Option One Advance Corporation for Taxes, in each case, except to the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such timeextent required by applicable Law; (j) cancel, modify fail to maintain any registration or waive pending application for registration of any of the Assumed Contracts or Leases or any of the terms thereof;Business Intellectual Property; or (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect a binding Contract to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, do any of the foregoing actionsforegoing.

Conduct of the Business. Except as expressly agreed to in writing by Buyer, during the period from (a) From the date of this Agreement to the earlier of (i) execution hereof until the Closing Date and (ii) Date, the termination of this Agreement pursuant to Section 10.04, Seller shall operate conduct the Business in the Ordinary Course of Business and ordinary course consistent with past practice, use its commercially reasonable best efforts to preserve intact the Acquired Assets and the relationships with respect to third parties of the Business, its current business organizations, and to keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings the employees in connection with it, maintain its relationships with its customers and preserve goodwillthe Business. Without limiting the generality of the foregoing, Seller shall notfrom the date hereof until the Closing Date, without the prior written consent of Buyerthe Purchaser, which the Seller shall not be unreasonably withheldnot: (ai) except in terminate the Ordinary Course lease of Business, “Leased Real Property” or any part thereof; (ii) sell, lease, license or otherwise dispose of of, or create any assetsEncumbrances on, securities any Acquired Assets, except (i) pursuant to existing Business Contracts or property of commitments and (ii) in the Businessordinary course consistent with past practice; (biii) except write down or write up any Receivables in connection with the Ordinary Course of Business, make any capital expenditures over $2,500Business on the book; (civ) make payments towards any express or deemed election with respect to the Taxes of the Excluded LiabilitiesSeller that may have an impact on the Acquired Assets, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced prior liability with respect to the date Taxes of this Agreementthe Seller (other than those unrelated to the Business); (v) relating approve, or declare the approval of, increase in the salary, wage, bonus, benefit, incentive, pension or any other treatment payable to any employee of the Seller in connection with the Business which makes the total amount of the monthly salary, wage, bonus, benefit, incentive, pension and any other treatment of such employee equal to or in excess of eight thousand Renminbi yuan (RMB8,000) from less than eight thousand Renminbi yuan (RMB8,000); (vi) enter into any agreement, arrangement or transaction with any of its directors, executives, employees or shareholders (or any relative, beneficiary, spouse or Affiliate of such Person); (vii) terminate or discontinue any portion of any Business, or make any material change to the operation of the Business, or lay off any employee who is material to the Business; (gviii) transfer disclose any secret or grant confidential Seller Intellectual Property (except by way of issuance of a patent) or permitted to lapse or become abandoned any Security Interest on Seller Intellectual Property (or any Acquired Asset; (hregistration or any application relating thereto) make any change to which the Seller is entitled in connection with respect to management of inventory for the Business; (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (qix) authorizeamend, or commit or agree consent to takethe termination of, any Business Contract or any of the foregoing actionsits rights thereunder.

Conduct of the Business. Except Pending the Closing. (a) Prior to the Closing, except (I) as expressly agreed to in writing set forth on Schedule 7.1, (II) as required by Buyerapplicable Law, during the period from the date of (III) as otherwise contemplated by this Agreement to or (IV) with the earlier prior written consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), the Seller shall cause the Company to: (i) conduct the Closing Date and (ii) respective businesses of the termination of this Agreement pursuant to Section 10.04, Seller shall operate the Business Company only in the Ordinary Course of Business and Business; and (ii) use its commercially reasonable efforts to (A) preserve intact with respect to the Businesspresent business operations, its current business organizations, keep available organization and goodwill of the services of its current officers, suppliers, licensors, licensees, advertisers, distributors Company and others having business dealings with it, maintain its (B) preserve the present relationships with its customers and preserve goodwill. Without limiting the generality suppliers of the foregoingCompany. (b) Except (I) as set forth on Schedule 7.1, Seller shall not(II) as required by applicable Law, without (III) as otherwise contemplated by this Agreement or (IV) with the prior written consent of Buyer, the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), the Seller shall cause the Company not to: (ai) sell, transfer or encumber any Shares; (ii) increase the benefits, compensation, bonus or bonus opportunity of any employee, officer or director of the Company other than in the Ordinary Course of Business; (iii) cancel or compromise any debt or claim or amend, cancel, terminate, relinquish, waive or release any Material Contract or right except in the Ordinary Course of Business; (iv) mortgage, pledge or subject to any Lien (other than Permitted Exceptions) any of its material assets; (v) acquire any material asset or sell, leaseassign, license transfer, convey, lease or otherwise dispose of any assets, securities or property material assets of the Business; (b) Company except for such assets acquired, sold, assigned, transferred conveyed, leased or otherwise disposed of in the Ordinary Course of Business, make any capital expenditures over $2,500; (cvi) make payments towards other than this Agreement, not issue, sell or otherwise dispose of, any capital stock or any other security of the Excluded LiabilitiesCompany or grant any option, including, without limitation, payments towards warrant or other right to subscribe for or to purchase any capital stock or any other security of the SAP leaseCompany; (dvii) accelerate obligated itself to pay in excess of $50,000 in the aggregate to purchase any payment terms or grant any early payment discounts to customersnew fixed assets (other than replacements); (eviii) alter through mergerenter into, liquidation, reorganization, restructuring modify or in terminate any other fashion the corporate structure labor or ownership collective bargaining agreement of the BusinessCompany; (fix) enter into or agree to enter into any merger or consolidation with any Person; (x) make or rescind any material election relating to Taxes, settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) claim, action, suit, litigation, proceeding, arbitration, investigation, audit controversy relating to the Business; (g) transfer Taxes, or grant any Security Interest on any Acquired Asset; (h) except as required by applicable law or GAAP, make any material change with respect to management of inventory for the Business; (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts its methods of accounting or Leases methods of reporting income or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain deductions for Tax or accounting practice or policy from making or causing to be made any change those employed in the accounting methods, principles or practices preparation of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Sellerits most recent Tax Return; or (qxi) authorize, or commit or agree to take, any of the foregoing actionsdo anything prohibited by this Section 7.1.

Conduct of the Business. Except as expressly agreed to in writing by Buyer, during (a) During the period from the date of this Agreement to the earlier of (i) hereof until the Closing Date and (ii) the or earlier termination of this Agreement pursuant in accordance with Article X (such period, the “Interim Period”), except (a) as expressly contemplated or required by this Agreement, (b) as consented to in writing by Purchaser, (c) as set forth in Section 10.046.1(a) of the Disclosure Schedules or (d) as required by applicable Law, Seller (x) shall, and shall operate cause Parent to, conduct the Business in all material respects in the Ordinary Course ordinary course of Business business and use its commercially reasonable efforts to preserve intact the Business intact, including existing relations and goodwill with respect Governmental Authorities, vendors and suppliers of the Business and Business Employees and (y) shall not, and shall cause Parent not to, to the extent relating to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, Seller shall not, without the prior written consent of Buyer, which shall not be unreasonably withheld: (ai) except (A) incur, guarantee, become liable for or assume any indebtedness and/or (B) make any loan, advance or capital contribution to or investment in any Person, in each case of clauses (A) and (B), as would impose any Liability on Purchaser, its Affiliates, the Ordinary Course Business or the Transferred Assets; (ii) enter into or consummate any transaction involving the acquisition of Businessthe equity interests in or portion of the Transferred Assets of, or forming a joint venture or partnership with, any business or Person or any division thereof (whether by merger, consolidation, exchange of equity securities or by any other manner in a single transaction or series of related transactions); (iii) sell, lease, license license, transfer, assign, convey, abandon, allow to lapse or expire, exchange or swap, mortgage or otherwise encumber (including securitizations), or subject to any Lien (other than Permitted Liens) or otherwise dispose of any assetsportion of the Transferred Assets; (A) modify, securities amend, fail to renew or property terminate any Transferred Contract, or waive, release or assign any material rights or material claims under any Transferred Contract, (B) enter into any Contract that would be a Transferred Contract if in existence as of the date hereof, or (C) enter into any Contract that (1) contains either (x) a change in control provision in favor of the other party or parties thereto or (y) an anti-assignment provision requiring consent or approval to effect the assignment of such Contract, or (2) that would require a payment to or give rise to any rights to any Person in each case of the foregoing clauses (1) and (2), in connection with the transactions contemplated hereby; (v) except as required by any Benefit Plan: (A) increase the salary or other compensation of any Business Employee, other than in the ordinary course of business (and in no event shall such increases in the aggregate with respect to any Business Employee be in excess of 2%), (B) make any long-term incentive awards (cash or equity), pay or grant any new or additional entitlement to severance or termination pay, or grant transaction, retention, or other similar bonus to any Business Employee, (C) take any action to accelerate the vesting or payment of any compensation or benefit to 249717839 v15 any Business Employee, (D) propose, agree to or effect any material change to any Business Employee’s terms of employment or engagement, (E) terminate (other than for cause) any Business Employee or hire any individual who would become a Business Employee, or (F) transfer the employment of any individual to or from the Business; (bvi) (A) recognize any Employee Representative as the representative of any Business Employees, or (B) enter into any new or amended Labor Contract except in the Ordinary Course of Business, make any capital expenditures over $2,500as required by applicable Law; (cvii) make payments towards initiate, settle, compromise, waive, discharge or agree to initiate, settle, compromise, waive or discharge any Proceeding, that (A) would involve the payment of monetary damages in excess of $25,000, (B) would involve any admission of wrongdoing by the Business, or any of the Excluded Liabilitiesits directors, includingofficers, without limitationemployees or agents, payments towards the SAP lease; including any Business Employees, (dC) accelerate involves any payment terms regulatory agency or grant any early payment discounts to customers; other Governmental Authority or alleged criminal wrongdoing or (eD) alter through merger, liquidation, reorganization, restructuring or would result in any other fashion the corporate structure injunctive or ownership of non-monetary relief or would impose any material restrictions or obligations on the Business; (fviii) settle (A) adopt or compromise effect a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or (B) discontinue the Business in any litigation (whether or not commenced prior to the date of this Agreement) relating to the Businessrespect; (g) transfer or grant any Security Interest on any Acquired Asset; (hix) make material changes to any change internal or posted policies and procedures with respect to management of inventory for data privacy and data security related to the Business;Transferred Assets; or (ix) take authorize or enter into any action that would written agreement or otherwise make any representation and warranty commitment to do any of the foregoing. Notwithstanding anything in this Section 6.1, Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit shall not be required to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change non-action that in the accounting methods, principles or practices reasonable and good faith judgment of counsel to Seller with respect would violate any Law applicable to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actions.

Conduct of the Business. Except as expressly agreed to in writing by Buyer, during During the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04Interim Period, Seller shall operate conduct and carry out operations at the Business Facility in the Ordinary Course ordinary course of Business business consistent with past practice and use its commercially reasonable efforts to preserve intact with respect to maintain the BusinessFacility in the same condition, its current business organizationsnormal wear and tear excepted, keep available as existed on the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwillEffective Date. Without limiting the generality In furtherance of the foregoing, unless otherwise consented to by Purchaser in writing or as set forth on Schedule 5.02(b), or for which Purchaser will not be assuming any Liability from and after Closing, Seller shall not, without the prior written consent of Buyer, which shall not be unreasonably withheld: (a) except in the Ordinary Course of Business, sell, lease, license mortgage, pledge or otherwise dispose of any assets, securities or property of the BusinessPurchased Assets, except for tangible personal property purchased, sold, or otherwise used or disposed of in the ordinary course of business consistent with past practice or the disposal of which does not impair the value or the utility of the Purchased Assets; (b) except in as set forth on Schedule 5.02(b), enter into, or become obligated under, any lease, contract, agreement, commitment or Liability with respect to the Ordinary Course Facility, Properties or Inventory that (i) is outside of Businessthe ordinary course of business, make any capital expenditures over $2,500(ii) will be retained by Seller following the Closing, (iii) will adversely impact Purchaser, and (iv) cannot be terminated by Seller without penalty to Purchaser at or before Closing; (c) make payments towards change, amend, or otherwise modify or terminate any of the Excluded Liabilities, including, without limitation, payments towards the SAP leasePurchased Contract; (d) accelerate discontinue or fail to maintain in full force and effect with respect to the Facility, Properties and Inventory, policies of insurance of the same type, character and coverage as the policies currently carried and described in Schedule 7.07, or fail to diligently pursue any payment terms claim or grant cause of action under any early payment discounts policy of insurance with respect to customersthe Facility; (e) alter through merger, liquidation, reorganization, restructuring fail to replace any spare part set forth on Schedule IA used or in any other fashion removed from the corporate structure inventory of spare parts with its functional equivalent prior to the Closing or ownership adjust the Purchase Price by the aggregate book value of the Businesssuch missing spare parts set forth on Schedule IA; (f) settle or compromise any litigation (whether or not commenced prior to use Inventory and spare parts comprising part of the date Purchased Assets other than connection with the Facility, in the ordinary course of this Agreement) relating to the Businessbusiness, and consistent with past practice; (g) transfer enter into, modify, or grant renew any Security Interest on any Acquired Assetcontract with respect to the sale of electric power, energy, capacity, green benefits (including renewable energy credits), ancillary services or other energy products from the Facility; (h) make change any change express or deemed election relating to material Taxes, settle any material claim or controversy relating to Taxes, agree to any material adjustment of any Tax attribute, surrender any right or claim to a refund of material Taxes, consent to any extension or waiver of the statute of limitations period applicable to any material Taxes, Tax return or claim for Taxes, amend any material Tax return, enter into any agreement with respect to management any material Taxes, fail to file any material Tax return when due or make any material change to any of inventory for the Businessits policies, procedures, principles or methods of Tax or financial accounting other than as required by GAAP; (i) take waive, cancel or compromise any action that would make any representation and warranty material right or claim of Seller hereunder inaccurate or any of its Affiliates in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such timePurchased Assets; (j) cancelwaive, modify abandon or waive otherwise dispose of or grant any of rights in or to the Assumed Contracts or Leases or any of Intellectual Property contained in the terms thereofPurchased Assets; (k) except as otherwise provided by GAAP, to refrain from making hire any employees or causing to be made enter into any change in the accounting methods, principles or practices of Seller with respect to the Business;Benefit Plan; or (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, do any of the foregoing actionsforegoing.

Conduct of the Business. Except as expressly agreed to in writing by BuyerSince December 31, during 1996, USTMAN has complied with the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04, Seller shall operate the Business in the Ordinary Course of Business and use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, Seller shall not, without the prior written consent of Buyer, which shall not be unreasonably withheldprovisions set forth below: (a) except USTMAN has operated its Business in the Ordinary Course of Business, sell, lease, license or otherwise dispose of any assets, securities or property of the Businessordinary course; (b) except Except as set forth in Schedule 4.31, neither Seller nor USTMAN has (i) granted or agreed to grant any bonuses to any employee, officer, director, representative or agent of USTMAN, (ii) granted any general increase in the Ordinary Course rates of Businesssalaries or compensation of employees, make officers, directors, representatives or agents of USTMAN or any capital expenditures over $2,500; material specific increase to any employee, officer, director, representative or agent of USTMAN, (ciii) make payments towards provided for any new pension, retirement or other employment benefits to any employee, officer, director, representative or agent of any of the Excluded LiabilitiesUSTMAN or any increase in any existing benefits, including(iv) terminated or amended in any material respect or provide for any material increase in benefits under any Seller Plan or (v) executed any employment agreement, without limitationseverance arrangement, payments towards the SAP leaseconsulting arrangement, sales agency agreement, representation agreement or distribution agreement with any employee, officer, director, representative or agent of USTMAN; (d) accelerate Neither Seller nor USTMAN has authorized for issuance, issued, sold, delivered or agreed or commited to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any payment capital stock of any class or any other securities or equity equivalents of USTMAN or amended any of the terms of any such securities or grant any early payment discounts to customersagreements; (e) alter through mergerUSTMAN has not sold, liquidationassigned or disposed of any of its material assets or properties, reorganizationtangible or intangible, restructuring or incured or assumed any liabilities or entered into any sale/leaseback or similar transaction, except for sales and dispositions made, or liabilities incurred, in any other fashion the corporate structure or ownership ordinary course of the Businessbusiness consistent with past practices; (f) settle or compromise any litigation Seller has used its best efforts to (whether or not commenced prior to the date of this Agreementi) relating to maintain and preserve the Business, (ii) retain USTMAN's employees and (iii) maintain USTMAN's relationships with customers, suppliers and others; (g) transfer USTMAN has not assumed, guaranteed, endorsed or grant otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any Security Interest on other person or made any Acquired Asset;loans, advances or capital contributions to or investments in any other person, with the exception of certain purchase orders and related cash deposits with Caldxxxx Xxxtems; and (h) make any change with respect to management of inventory for the Business;Seller and USTMAN have not implemented or adopted (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the its accounting methods, methods or principles or practices of Seller with respect to the Business; application thereof (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actions.including depreciation lives)

Conduct of the Business. Except as expressly agreed In connection with the Assets or the Seller's business, Seller agrees to observe each term set forth in writing by Buyerthis Section 6.1 and agrees that, during the period from the date hereof until the Closing Date, unless otherwise consented to by Buyer in writing: (a) The Seller's business shall be conducted only in, and Seller shall not take any action except in, the ordinary course of this Agreement Seller's business, and Seller's past custom and practice; (b) Seller shall not, directly or indirectly, do or permit to occur any of the following insofar as they relate to the earlier of Seller's business or the Assets: (i) sell, pledge, dispose of or encumber any of the Closing Date and Assets, except in the ordinary course of business; (ii) acquire (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof; (iii) incur any indebtedness for borrowed money or issue any debt securities except the termination borrowing of working capital in the ordinary course of business and consistent with past practice; (iv) enter into or propose to enter into, or modify or propose to modify, any agreement, arrangement or understanding with respect to any of the matters set forth in this Agreement pursuant to Section 10.04, 6.1(b); or (v) release or waive any material rights. (c) Seller shall operate not, directly or indirectly, enter into or modify any employment, severance or similar agreements or arrangements with, or grant any bonuses, salary increases, severance or termination pay to, any employee, officer or director or consultant; (d) Seller shall not adopt or amend any bonus, profit sharing, compensation, pension, retirement, deferred compensation, employment or other employee benefit plan, trust, fund or group arrangement for the Business benefit or welfare of any employees, officers, directors, consultants or affiliates; (e) Seller shall not cancel or terminate its current insurance policies covering the Assets and the Seller's business, or cause 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 the Ordinary Course of Business full force and effect; (f) Seller shall (i) use its commercially reasonable best efforts to preserve intact with respect to the Business, its current business organizationsorganization and goodwill of the Seller's business, keep available the services of its current officers, Seller's officers and employees as a group and maintain satisfactory relationships with suppliers, licensorsdistributors, licensees, advertisers, distributors customers and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting Seller in connection with the generality of the foregoing, Seller shall not, without the prior written consent of Buyer, which shall not be unreasonably withheld: (a) except in the Ordinary Course of Business, sell, lease, license or otherwise dispose of any assets, securities or property of the Business; (b) except in the Ordinary Course of Business, make any capital expenditures over $2,500; (c) make payments towards any of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or Seller's business; (ii) omit confer on a regular and frequent basis with representatives of Buyer to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any report operational matters and the general status of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller ongoing operations with respect to the Business; Seller's business; (liii) enter into not intentionally take any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorizeaction which would render, or commit or agree which reasonably may be expected to takerender, any of representation or warranty made by it in this Agreement untrue at the foregoing actions.Closing;

Conduct of the Business. (a) Except (i) as expressly agreed consented to in writing by Buyer, during which consent shall not be unreasonably withheld, conditioned or delayed, (ii) as required by the period Bankruptcy Code or any Orders entered by the Bankruptcy Court in the Chapter 11 Cases, (iii) to the extent related to an Excluded Asset or an Excluded Liability and not related to a Purchased Entity, Purchased Asset or Assumed Liability, (iv) as otherwise necessary to comply with this Agreement or applicable Law, or (v) as set forth on Section 5.01(a) of the Disclosure Schedules, from the date of this Agreement to the earlier of (i) hereof until the Closing Date and (ii) or the earlier termination of this Agreement pursuant to Section 10.04Article 10, Seller (A) Sellers shall operate use reasonable best efforts (and shall cause each of their Subsidiaries (including the Purchased Entities) to use reasonable best efforts) (A) to conduct the Business in the Ordinary Course taking into account the terms of Business and use its commercially reasonable efforts to preserve intact the DIP Facility (with respect to Sellers) and maintain in all material respects the goodwill associated with the Purchased Assets and the Purchased Entities and the Group Companies’ business relationships with employees, customers, suppliers, vendors, clients, contractors and other Persons in connection with the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, Seller shall not, without the prior written consent of Buyer, which shall (B) not be unreasonably withheldto: (ai) except amend or waive any provision of their organizational documents in a manner that could be expected to delay or otherwise interfere with the Ordinary Course consummation of Businessthe transactions contemplated by this Agreement; (ii) declare, set aside or pay any dividend or other distribution in respect of its membership interests or capital stock; (iii) sell, lease, license on an exclusive basis or otherwise encumber or dispose of any assets of the Purchased Entities or any Purchased Assets with respect to Sellers, other than in the Ordinary Course; (iv) renew, materially amend, modify, terminate, cancel, let lapse or waive any rights under, or create any Encumbrance on, any Contracts to which a Purchased Entity is party, any of the Purchased Contracts or any Permits, other than in the Ordinary Course; (v) enter into any material contract relating to the Purchased Assets, the Assumed Liabilities, the Purchased Entities or the Business; (vi) 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; (vii) make any capital expenditures in excess of $100,000; (viii) acquire any Person or all or substantially all of the assets of any Person or make any other investment outside the Ordinary Course; (ix) incur, assume or guarantee any Indebtedness or Liability of any other Person, in an amount not to exceed $50,000 outstanding at any time, other than as permitted under the DIP Facility or used for the Credit contemplated by Section 4.08 at or prior to the Closing or would constitute an Excluded Liability; (x) with respect to any Purchased Asset, Assumed Liability, or Purchased Entity, (i) initiate any Proceedings outside of the ordinary course of business, or (ii) concede, settle, pay, discharge or satisfy any actual or threatened Proceedings that would reasonably be expected to result in Losses in excess of $50,000 individually or $250,000 in the aggregate or the imposition of any material non-monetary relief; (xi) terminate, let lapse or materially amend or modify any material insurance policy maintained by any Group Company with respect to any Purchased Assets or any Assumed Liability or any Purchased Entity; (xii) purchase inventory in an amount in excess of the amount set forth in the DIP Budget; (xiii) (A) sell, transfer, assign, subject to an Encumbrance (other than Permitted Encumbrances) or otherwise dispose of any assetsPurchased Intellectual Property or material Company IT Asset, securities other than entering into non-exclusive license agreements in the Ordinary Course, (B) abandon, disclaim, dedicate to the public, cancel, let lapse, or property fail to renew, continue to prosecute, protect or defend any material Registered IP, other than non-use of Registered IP in the Business; Ordinary Course or (bC) grant to any Person any license, or enter into any covenant not to sue, with respect to any Purchased Intellectual Property, except in the Ordinary Course of Business, make any capital expenditures over $2,500Course; (cxiv) make payments towards change or amend any of the Excluded Liabilitiesdata privacy or information security practices, including, without limitation, payments towards the SAP leaseexcept as required by applicable law; (dxv) accelerate (A) fail to exercise any payment rights of renewal with respect to any Leased Real Property that by its terms would otherwise expire or grant (B) enter into any early payment discounts to customersContract for the sublease of Leased Real Property; (exvi) alter (A) grant or announce any increase in the compensation, perquisites or benefits (whether through mergerthe payment of, liquidationagreement to pay or otherwise) of any Service Provider, reorganization, restructuring other than increases (1) required by applicable Law or required by the terms of Seller Plans or a Service Provider Agreement in any other fashion the corporate structure or ownership effect as of the Businessdate hereof or (2) in connection with annual reviews in the Ordinary Course, (B) grant or provide, or promise to grant or provide any special bonus or special remuneration, severance, retention, change of control or termination or similar payments to any Service Provider, other than as required by applicable Law or required by the terms of Seller Plans or a Service Provider Agreement in effect as of the date hereof, or (C) accelerate or agree to accelerate the time of payment or vesting of, or the lapsing of restrictions with respect to, or fund or otherwise secure the payment of, any compensation or benefits under any Seller Plans, Purchased Entity Plans or Service Provider Agreements; (f) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (hxvii) make any change with respect to management of inventory for the Business; (i) take any action that would make any representation and warranty of Seller hereunder inaccurate changes in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Businessexcept as required by a change in GAAP (or authoritative interpretation thereof); (lxviii) enter into (A) make, change, or rescind any agreement material election or transaction with respect material method of accounting relating to the BusinessTaxes, (B) file any income or other material Tax Return (other than in the Ordinary Course of Business consistent with Seller’s past practices or and pursuant to presently existing plans applicable Law) or agreements disclosed herein amend any income or other material Tax Return, (C) enter into any closing agreement or any other agreement in respect of Taxes with any Governmental Authority, (D) surrender any right or claim to a schedule heretorefund of material Taxes or commence, settle or compromise any Tax Proceeding in respect of material Taxes, (E) consent to any extension or waiver of the statute of limitations period relating to any Taxes or Tax Returns other than obtaining an extension of time to file a Tax Return in the Ordinary Course, or (F) enter into any Tax allocation, sharing, indemnity or similar agreement or arrangement (other than any commercial agreement to be entered into in the Ordinary Course, the principal purpose of which is not related to Taxes); (mxix) cancel enter into, amend, terminate or renew any debt or waive or compromise Contracts with any claim or right Service Providers, except with respect to current employees with base annual compensation of less than $100,000 and in a manner consistent with the Acquired AssetsOrdinary Course; (nxx) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to transfer the Business employment or comparable replacement policiesengagement of any Service Provider; (oxxi) incur terminate the employment of any indebtedness, guaranties Business Employee with base annual compensation in excess of indebtedness $100,000 or any other contingent obligationskey employee of the Group Companies other than for cause; (pxxii) issue hire any equityService Provider with base annual compensation or service fees, optionsas applicable, warrants in excess of $100,000 per annum; (xxiii) enter into, amend, terminate or other rights negotiate to acquire equity interests in the Sellerenter into any Collective Bargaining Agreement; or (qxxiv) authorize, agree or commit or agree to take, do any of the foregoing actionsforegoing. (b) Without limiting the rights otherwise granted in this Article 5, nothing in this Agreement is intended to give Buyer, directly or indirectly, the right to control or direct the business or operations of the Company at any time prior to the Closing. (c) Except as consented to in writing by Bxxxx, from the date hereof until the Closing Date, Sellers shall not, and shall cause the Group Companies not to, (i) transfer, convey or assign any assets to Portal Acquisition Company or 1317047 B.C. Ltd, or (ii) assume any Liability of Portal Acquisition Company or 1317047 B.C. Ltd.

Conduct of the Business. Except as expressly agreed to in writing by Buyer, during the period from From the date of this Agreement to the earlier of (i) until the Closing Date Date, except as otherwise expressly contemplated by this Article VI, the Company shall, and (ii) shall cause each of the termination of this Agreement pursuant Subsidiaries, to Section 10.04, Seller shall operate the Business conduct its business in the Ordinary Course of Business and ordinary course consistent with past practice, use its commercially reasonable best efforts to preserve intact the business organization and relationships with respect to the Business, its current business organizations, third parties and keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwillpresent employees. Without limiting the generality of the foregoing, Seller shall notexcept as otherwise expressly contemplated by this Article VI, without or except with the prior written consent of Buyerfrom Parent, which consent shall not be unreasonably withheld, from the date of this Agreement until the Closing Date, the Company will not, and will cause each of the Subsidiaries not to: (a) except acquire a material amount of assets from any other Person other than for proposed capital expenditures contained in the Ordinary Course of BusinessCompany’s projections and budget under U.S. $500,000; (b) except as set forth on Schedule 6.01(b), sell, lease, license or otherwise dispose of any assets, securities or property assets reflected on the Reference Balance Sheet in excess of the Business; (b) except in the Ordinary Course of Business, make any capital expenditures over $2,500100,000; (c) make payments towards sell or factor any of the Excluded Liabilitiesaccounts receivable, including, with or without limitation, payments towards the SAP leaserecourse; (d) accelerate any payment terms fail to maintain in good repair, subject to ordinary wear and tear, the premises, fixtures, machinery, furniture and equipment of the Company or grant any early payment discounts to customerssuch Subsidiary in a manner consistent with past practices and in conformance with industry standards; (e) alter through mergersubmit any Bid (other than fixed-price Bids valued at less than $5 million) which, liquidationif accepted or awarded, reorganization, restructuring or would result in any other fashion the corporate structure or ownership a Loss Contract (measured as of the Businessdate as of which the Contract or Bid is made or entered into), or amend or modify any Contract such that it would result, or could be reasonably expected to result, in a Loss Contract (measured as of the date as of which the Contract or Bid is made or entered into); (f) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; (i) take or permit any action that would make result in the failure of any representation and or warranty of Seller hereunder inaccurate the Company under this Agreement to be true and correct in any material respect at, or as of any time prior to, the Closing Date or (ii) omit or commit to omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate failing to be true and correct in any material respect at any such time; (g) fail to duly and timely file or cause to be filed all reports and returns required to be filed with any Governmental Entity and promptly pay or cause to be paid when due all Taxes (unless an extension is filed in accordance with Applicable Law), assessments and governmental charges, including interest and penalties levied or assessed, unless diligently contested in good faith by appropriate proceedings; provided, however, that notwithstanding the filing of any such extension, such Tax shall continue to be attributed to the Pre-Closing Tax Period; (h) make any material Tax election or settle or compromise any material income Tax liability or permit any material insurance policy naming it as a beneficiary or loss-payable to expire or to be canceled or terminated, unless a comparable insurance policy reasonably acceptable to Parent is obtained and in effect; (i) increase its authorized share capital or authorized shares, as applicable, issue and deliver any additional shares of its capital stock (excluding the issuance of Common Stock upon the exercise of Options) or securities convertible into or exchangeable for shares of its capital stock, or issue or grant any right, option (including any Option under the Company Option Plan) or other commitment for the issuance of shares of its capital stock or of such securities, or split, combine or reclassify any shares of its capital stock; (j) cancelexercise its discretion or otherwise voluntarily accelerate the vesting of, modify or waive any condition of exercise of, any Option as a result of the Assumed Contracts or Leases or Merger, any other change of control of the terms thereofCompany or otherwise; (k) except as otherwise provided by GAAP, to refrain from making amend or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Businessmodify its charter documents; (l) enter into declare, set aside or pay any agreement dividend or transaction with other distribution (whether in cash, stock or property or any combination thereof) in respect of its Common Stock, make any other actual, constructive or deemed distribution in respect of its Common Stock or otherwise make any payments to the Businessstockholders in their capacity as such, or redeem or otherwise acquire any of its securities, any Option or any other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule heretoagreement; (m) cancel make any debt cash payment or waive distribution of any assets or compromise property of the Company or any claim or right with respect Subsidiary to the Acquired Assets; Carlyle Management Group (n) maintain and keep in full force and effect all insurance policies“CMG”), as well as all other insurance currently maintained by Sellerany Affiliate thereof, with respect to any Affiliate of the Business Company or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness a Subsidiary or any other contingent obligations; related parties other than (pi) issue any equity, options, warrants or other rights to acquire equity interests the payment of salaries in the Sellerordinary course of business consistent with past practice; or (q) authorize, or commit or agree to take, any of the foregoing actions.and

Conduct of the Business. Except as expressly agreed to in writing by BuyerPending the Closing. Seller covenants that until the Closing, during each of the period from the date of this Agreement to the earlier of (i) the Closing Date Subsidiaries shall comply, and (ii) the termination of this Agreement pursuant to Section 10.04, Seller shall operate cause the Business in Subsidiaries to comply, with the Ordinary Course of Business and use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, Seller shall not, without the prior written consent of Buyer, which shall not be unreasonably withheldprovisions set forth below: (a) except Each Subsidiary shall operate its respective Business in the Ordinary Course of Business, sell, lease, license or otherwise dispose of any assets, securities or property of the Businessordinary course; (b) except Seller shall promptly notify Buyer of, and furnish to Buyer any information that Buyer may reasonably request with respect to, the occurrence of any event or the existence of any fact that may result in the Ordinary Course representations and warranties of Business, make Seller not being true if they were made at any capital expenditures over $2,500time prior to or as of the date of the Closing; (c) make payments towards Except as set forth in Schedule 6.2, neither the Seller nor any of its Subsidiaries shall (i) grant or agree to grant any bonuses to any employee, officer, director, representative or agent of any Subsidiary, (ii) grant any general increase in the rates of salaries or compensation of employees, officers, directors, representatives or agents of any of the Excluded LiabilitiesSubsidiaries or any specific increase to any employee, includingofficer, without limitationdirector, payments towards representative or agent of any of the SAP leaseSubsidiaries, (iii) provide for any new pension, retirement or other employment benefits to any employee, officer, director, representative or agent of any of the Subsidiaries or any increase in any existing benefits, (iv) terminate or amend in any respect or provide for any material increase in benefits under any Seller Plan or (v) execute any employment agreement, severance arrangement, consulting arrangement, sales agency agreement, representation agreement or distribution agreement with any employee, officer, director, representative or agent of any Subsidiary; (d) accelerate No Subsidiary shall amend its certificate of incorporation or by-laws and neither the Seller nor any payment terms of the Subsidiaries shall enter into any merger or grant consolidation agreement involving any early payment discounts to customersSubsidiary or its assets; (e) alter Neither the Seller nor any of its Subsidiaries shall authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through mergerthe issuance or granting of options, liquidationwarrants, reorganizationcommitments, restructuring subscriptions, rights to purchase or in otherwise) any capital stock of any class or any other fashion the corporate structure securities or ownership equity equivalents of any Subsidiary or amend any of the Businessterms of any such securities or agreements; (f) settle or compromise any litigation (whether or not commenced prior Seller shall use best efforts to maintain and preserve the date Business of this Agreement) relating each Subsidiary intact, to retain each Subsidiary's present employees so that they will be available after the BusinessClosing and to maintain each Subsidiary's existing relationships with customers, suppliers and others so that those relationships will be preserved after the Closing; (g) transfer None of the Subsidiaries shall sell, assign or grant dispose of any Security Interest on of its material assets or properties, tangible or intangible, or incur or assume any Acquired Assetliabilities or enter into any sale/leaseback or similar transaction, except for sales and dispositions made, or liabilities incurred, in the ordinary course of business consistent with past practices; (h) None of the Subsidiaries shall assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity or make any change with respect loans, advances or capital contributions to management of inventory for the Businessor investments in any other person or entity; (i) take Seller and its Subsidiaries shall maintain in full force and effect all insurance currently maintained as set forth in Schedule 4.21; (j) Neither the Seller nor any of its Subsidiaries shall take, or agree in writing or otherwise to take, any of the actions described in this Section 6.2 or any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate or untrue or that would result in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereofconditions set forth in Article VIII hereof not being satisfied; (k) except as otherwise provided by GAAPSeller and its Subsidiaries shall comply in all material respects with all Applicable Laws including, to refrain from making or causing to be made any change in the accounting methodswithout limitation, principles or practices of Seller with respect to the BusinessEnvironmental Laws; (l) enter into any agreement or transaction Each Subsidiary shall maintain the books of account and records in the usual, regular and customary manner consistent with respect practices employed prior to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule heretodate hereof; (m) cancel Seller and each Subsidiary shall not implement or adopt (i) any debt change in its accounting methods or waive principles or compromise the application thereof (including depreciation lives) or (ii) any claim material change in its tax methods or right with respect to principles or the Acquired Assets;application thereof (including depreciation lives); and (n) maintain and keep in full force and effect all insurance policiesNo Subsidiary shall split, as well as all other insurance currently maintained by Sellercombine or reclassify any shares of its capital stock, with respect to the Business declare, set aside or comparable replacement policies; (o) incur pay any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants dividends or other rights to distributions in respect of its capital stock or redeem, purchase or otherwise acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actionsits capital stock.

Conduct of the Business. Except (a) From the Effective Date until the Administrative Closing, the Sellers and the Corporation shall, and shall cause the Corporation’s Subsidiaries to, conduct the business and the operations of the Corporation and its Subsidiaries in the ordinary course consistent with past practice and shall use commercially reasonable efforts, consistent with past practices, to preserve intact the business organization of the Corporation and its Subsidiaries and relationships with customers, suppliers, contractors and other third parties having business relations with the Corporation and/or its Subsidiaries, and to keep available the services of the Employees. (b) Without limiting the generality of Section 6.1(a), from the Effective Date until the Administrative Closing, except as expressly agreed contemplated otherwise by this Agreement, as set forth in Section 6.1(b) of the Disclosure Schedules, as expressly contemplated by Exhibit A in order to calculate Pre-Tax Net Income for purposes of Sections 2.6(a) and (b), or as otherwise consented to in writing by Buyer, during which consent will not be unreasonably withheld, conditioned or delayed, the period from Corporation shall not, the date of this Agreement to Sellers shall cause the earlier of Corporation and its Subsidiaries not to, and the Corporation shall cause its Subsidiaries not to: (i) adopt, modify or propose any change in the Closing Date and Governing Documents of the Corporation or any of its Subsidiaries; (ii) (A) split, combine or reclassify any Equity Interests of the termination Corporation or any of this Agreement pursuant its Subsidiaries, (B) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Equity Interests or (C) redeem, repurchase or otherwise acquire or offer to Section 10.04redeem, Seller shall operate repurchase or otherwise acquire any Equity Interests of the Business in Corporation or any of its Subsidiaries; (iii) issue, deliver, sell, pledge or transfer, or modify or amend the Ordinary Course of Business and use its commercially reasonable efforts to preserve intact terms of, any Equity Interests or enter into any Contract with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, Seller shall not, without the prior written consent of Buyer, which shall not be unreasonably withheld:; (aiv) except (A) acquire (by merger, consolidation or acquisition of Equity Interests or assets) any corporation, limited liability company, partnership or other business organization or division thereof or any assets, whether by merger, consolidation, acquisition of Equity Interests or assets or otherwise, other than acquisitions of inventory or equipment made in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, (B) make any investment, whether by purchase of Equity Interests, contributions to capital or any property transfer, or (C) sell, lease, license license, encumber or otherwise dispose of any assets, securities properties, securities, rights or property interests, or allow any material Intellectual Property to expire or lapse, except for sales, licenses, dispositions or transfers in the ordinary course of business consistent with past practice (and, in the Businesscase of dispositions of obsolete or worn-out equipment, at a price no less than the book value thereof as reflected on the Latest Balance Sheet); (bv) except merge or consolidate with any other Person, adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, consolidation, restructuring, recapitalization or other reorganization; (vi) create, incur, repay, assume or guarantee any Indebtedness or suffer or permit any Lien to arise or be granted or created against or upon any of the rights, properties or assets, real or personal, tangible or intangible, of the Corporation or any of its Subsidiaries; (vii) make or agree to make any loans, or advances to or guarantees in respect of, any Person, or agree to guarantee any loans or advances to, or investments in, any Person, other than extensions of credit to customers in the Ordinary Course ordinary course of Business, business consistent with past practice; (viii) make any capital expenditures over $2,500or enter into commitments therefor, except replacements of equipment in the ordinary course of business consistent with past practice; (cix) (A) terminate, cancel, modify or amend or take any action that would cause the termination, cancellation, modification or amendment of any Material Contract or (B) enter into, or take any actions that would cause the entry into, any Material Contract (or Contract that would be a Material Contract if in effect as of the Effective Date); (x) (A) other than pursuant to the Material Contracts set forth in Section 3.21 of the Disclosure Schedules, engage in any transaction or make payments towards or agree to make any payment to any of the Excluded LiabilitiesSellers or any of their Affiliates (other than the Corporation and its Subsidiaries), includingor any of their respective officers, without limitationdirectors or Employees, payments towards or any Related Persons of the SAP leaseforegoing or (B) amend, waive or relinquish any rights relating to any such transaction referred to in clause (A) immediately above; (dxi) (A) increase, accelerate or provide for additional compensation, benefits (fringe or otherwise) or other rights to any Employee, (B) pay or agree to pay any Person any bonus, success fee or make any other arrangement to compensate any Person in connection with the sale of the Shares or the Contemplated Transactions, (C) grant, agree to grant, or amend or modify any grant or agreement to grant, any severance, termination, retention or similar payment terms to any Employee, (D) loan or advance any money or other property to any Employee, (E) establish, adopt, enter into, amend or terminate any Benefit Plan, collective bargaining agreement or other labor agreement or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Benefit Plan if it were in existence as of the Effective Date or (F) grant any early payment discounts to customersequity or equity-based awards; (exii) alter through mergerhire or engage, liquidationor make any offer to employ or engage, reorganizationany Person whose total annual compensation exceeds or is expected to exceed $100,000, restructuring or in terminate the employment of any other fashion the corporate structure Employee who is an officer or ownership of the Businesskey Employee; (fxiii) (A) cancel, relinquish or waive any claims or rights of material value held by the Corporation or any of its Subsidiaries (including the cancellation, compromise, release or assignment of any Indebtedness owed to, or claims held by, the Corporation or any of its Subsidiaries), including any right having a value in excess of $50,000, or write-down the value of any material asset of the Corporation or any of its Subsidiaries or (B) write-off as uncollectible any accounts or notes receivable of the Corporation or any of its Subsidiaries or any portion thereof (other than, in the case of clause (B), in the ordinary course of business consistent with past practice); (xiv) enter into any waiver, release, assignment, compromise or settlement of any pending or threatened litigation or initiate any litigation against any customer or supplier of the Corporation or any of its Subsidiaries; (xv) make or change any material Tax election, change an annual accounting period, adopt or change any accounting method with respect to Taxes, enter into any closing agreement, settle or compromise any litigation (whether proceeding with respect to any Tax claim or not commenced prior to the date of this Agreement) assessment relating to the BusinessCorporation or any of its Subsidiaries, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Corporation or any of its Subsidiaries other in the ordinary course of business, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, which, in each case, could reasonably be expected to materially increase the Tax liability of the Corporation or any of its Subsidiaries for any taxable period beginning after the Closing Date; (gxvi) transfer change any method of accounting, accounting policy or grant accounting practice, except for any Security Interest on any Acquired Assetsuch change required by reason of a concurrent change in GAAP as concurred with by the Corporation’s independent auditors; (hxvii) make any change with respect fail to management of inventory for the Businessmaintain insurance coverage at presently existing levels; (ixviii) fail to maintain any presently existing material Permit or rights to material Intellectual Property; (xix) knowingly take or agree or commit to take any action that would make any representation and or warranty of Seller hereunder the Sellers or the Corporation in this Agreement inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Sellerrespect; or (qxx) authorize, agree, propose or commit or agree to take, do any of the foregoing actionsforegoing.

Conduct of the Business. Except as expressly agreed to in writing by Buyer, during the period from (a) From the date of this Agreement to hereof through the earlier of Closing Date, each Seller shall (i) conduct its business relating to the Closing Date Purchased Assets and Assumed Liabilities in the usual, regular and ordinary course consistent with past practice, (ii) the termination of this Agreement pursuant to Section 10.04, Seller shall operate the Business in the Ordinary Course of Business and use its commercially reasonable efforts to maintain and preserve intact its relationships generally with respect its Business Employees and Customers, and (iii) take no action which would adversely affect or delay the ability of any party hereto to obtain the Purchaser Regulatory Approvals or the Seller Regulatory Approvals or to perform its covenants and agreements under this Agreement; provided, however that Sellers shall be under no obligation to advertise or promote new or substantially new customer services in the principal market area of, or for the benefit of, the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. . (b) Without limiting the generality limitation of the foregoing, from the date hereof through the Closing Date no Seller shall not, without the prior written consent of Buyer, which shall not be unreasonably withheldshall: (ai) Sell, lease or transfer, or agree to sell, lease or transfer any Purchased Assets except for Purchased Assets sold, leased or transferred in the Ordinary Course ordinary course of Businessbusiness; (ii) Solicit, sellencourage or induce a Customer to transfer, leasebefore the Closing Date, license such Customer's business to a branch other than a Branch or otherwise dispose of any assets, securities or property to transfer such Customer's business such that it will not constitute part of the Business; (biii) Make or grant (A) any increase in the compensation payable or to become payable greater than four percent (4%) of base salary, to any Transferred Employee, or (B) except in accordance with Sellers' normal compensation practices, any increase in any contribution or payment under any of the Ordinary Course Sellers' employee benefit plans or arrangements, except in either case in the ordinary course of Business, make any capital expenditures over $2,500business; (civ) make payments towards any of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with With respect to the Business; (l) enter into any agreement or transaction with respect to the BusinessLoans, other than in the Ordinary Course of Business usual, regular and ordinary course consistent with Seller’s past practices or pursuant practice, amend the terms of any Loan to presently existing plans or agreements disclosed herein or reduce the interest rate applicable to such Loan to a rate that is below the market rate of interest for similar loans with the same credit rating that are originated by such Seller for its own portfolio at the time of such amendment, if such amendment would, in the aggregate, result in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests change in the Sellercharacteristics of such portfolio of Loans that would have a material adverse effect on the Loan Value of the Loans, taken as a whole; or (qv) authorizeWith respect to the Deposit Liabilities other than in the usual, regular and ordinary course consistent with past practice, solicit, encourage or induce a depositor to transfer any Deposit Liability to a branch other than a Branch, or commit (B) offer deposit accounts at a Branch at interest rates or agree to takeon other terms which are different than those offered by such Seller at any branch other than a Branch if such actions described in subsections (A) and (B), any of would, in the foregoing actionsaggregate, have a Material Adverse Effect.

Conduct of the Business. Except for matters permitted or required by the terms of this Agreement (including pursuant to the Reorganization) or except as expressly agreed to in writing required by Buyerapplicable Law, during the period from the date of this Agreement to the earlier of (i) the Closing Date Effective Time and (ii) the termination of this Agreement pursuant to Section 10.04in accordance with its terms, Seller the Company shall operate (i) conduct its and the Business Company Subsidiaries’ businesses in the Ordinary Course ordinary course of Business business consistent with past practice 50 in all material respects, (ii) use commercially reasonable efforts to keep intact its and the Company Subsidiaries respective businesses in all material respects and (iii) use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its in all material respects their relationships with its material customers and preserve goodwillsuppliers with whom they currently deal and key employees. Without In addition (and without limiting the generality of the foregoing), Seller from the date of this Agreement to the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, except as set forth in Section 6.01 of the Company Disclosure Schedule or except for matters otherwise expressly permitted or required by the terms of this Agreement (including pursuant to the Reorganization) or except as required by applicable Law, the Company shall not, and shall not permit any of the Company Subsidiaries to, do any of the following without the prior written consent of Buyer, Parent (which shall not be unreasonably delayed or withheld:): (a) except in amend or restate the Ordinary Course certificate of Businessincorporation, sell, lease, license bylaws or otherwise dispose of any assets, securities or property similar organizational documents of the BusinessCompany or any of the Company Subsidiaries; (b) except enter into, adopt, amend, modify or terminate a Company Benefit Plan (or any plan, program, policy, agreement or arrangement that would be a Company Benefit Plan if it were in existence on the Ordinary Course of Business, make any capital expenditures over $2,500date hereof) other than as required by applicable Law or such Company Benefit Plan; (c) make payments towards other than as required by any Company Benefit Plan in effect as of the Excluded Liabilitiesdate hereof or by applicable Law, including(i) increase or grant any bonus, without limitationseverance (other than in the ordinary course of business consistent with past practice under the terms of any Company Benefit Plan set forth on Section 4.13(a) of the Disclosure Schedule), payments towards benefit, compensation or other direct or indirect compensation, or grant any equity or equity-based awards, in each case, to any current or former director, employee, independent contractor or individual service provider, other than in the SAP leaseordinary course of business for any current or former director, employee, independent contractor or individual service provider whose base compensation is under $150,000; (ii) increase the coverage or benefits available under any (or create any new) Company Benefit Plan or otherwise modify or amend or terminate any Company Benefit Plan, except as provided in clause (i) above; (iii) accelerate or commit to accelerate the funding, payment, or vesting of any compensation or benefits to any current or former employee, officer, director or individual service provider; (iv) hire or otherwise enter into any employment or consulting agreement or arrangement with any Person or terminate any employee, officer, director, independent contractor or other individual service provider, in each case, whose base compensation would exceed, on an annualized basis, $150,000 or (v) implement any employee layoffs that would implicate WARN prior to Closing; (d) accelerate incur or assume, guarantee, or become obligated with respect to any payment terms Indebtedness, or grant assume, guarantee, endorse or otherwise become responsible for, whether directly, contingently or otherwise, any early payment discounts Indebtedness of any Person, other than (i) Indebtedness between the Company and the Company Subsidiaries, (ii) Indebtedness that will be repaid on or before the Closing Date, (iii) Indebtedness between the Company or any Company Subsidiary and any customer of such Person entered into in the ordinary course of business or (iv) other Indebtedness in an aggregate amount not to customersexceed $250,000; (e) alter through mergerpermit, liquidationallow or suffer any of its assets or properties to become subjected to any Encumbrance (other than Permitted Encumbrances) of any nature whatsoever, reorganization, restructuring or in other than as required by any other fashion the corporate structure or ownership instruments of Indebtedness existing as of the Businessdate hereof or any Indebtedness incurred after the date hereof permitted in accordance with Section 6.01(d); (f) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices materially affecting the consolidated assets, liabilities or results of Seller operations of the Company other than as required by GAAP; (g) except as required by GAAP or in the ordinary course of business, (i) revalue in any material respect any of its properties or assets, including writing-off or accelerating notes or accounts receivable or (ii) defer any accounts payable; (h) (i) make, rescind, revoke or change any material Tax election, (ii) adopt or change any accounting method with respect to Taxes, (iii) surrender any right to claim a refund (or credit in lieu of a refund) of Taxes, (iv) consent to any extension or waiver of the Businesslimitations period applicable to any Tax claim or assessment, (v) settle or compromise or agree to settle or compromise any material Tax claim, (vi) enter into any closing agreement or ruling in respect of Taxes other than in the ordinary course of business or (vii) prepare or file any Tax Return in a manner inconsistent with past practice (except as otherwise required by Law); (i) acquire (whether by merging or consolidating with, or by purchasing a substantial portion of the assets or equity of, or by any other manner), any business, Person, division, assets, rights, securities or other properties of another Person, other than purchases of assets or properties in the ordinary course of business; (j) sell, assign, transfer, license, lease, abandon or otherwise dispose of any of its assets, rights or properties having a value in excess of $500,000 in the aggregate, except (i) inventory and obsolete or excess equipment or other assets sold in the ordinary course of business and (ii) the sale of assets purchased on behalf of customers; (k) make or commit to any capital expenditure, capital addition or capital improvement (or series of related capital expenditures, capital additions or capital improvements), individually or in the aggregate, in excess of $200,000, other than capital expenditures for such capital expenditures or commitments therefor that are reflected in the Company’s budget for the fiscal year ending December 31, 2018; (l) (A) issue, sell, repurchase, redeem or otherwise dispose of any of its capital stock or other equity interests, or create or suffer to be created any Encumbrances thereon (other than Permitted Encumbrances), other than in connection with the exercise of any Company Options or (B) grant or enter into any options, warrants, covenants or calls or other rights to purchase or convert any obligation into any of its equity interests, 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 issuance or repurchases required by any Company Benefit Plan or Company Material Contract set forth on the Company Disclosure Schedule, (C) authorize or effect any recapitalization, combination, reclassification, stock split or similar change in capitalization, (D) authorize the 52 issuance of securities in lieu 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 equity interests, or (F) adopt a plan of complete or partial liquidation or authorize or undertake to dissolve or liquidate the Company, provided that, for the avoidance of doubt, the foregoing shall not limit the Company’s and the Company Subsidiaries’ ability to effect the Reorganization; (m) make any loans, advances or capital contributions to or investments in any Person (other than the Company and the Company Subsidiaries) in excess of $100,000 (other than Indebtedness between the Company or any Company Subsidiary and any customer of such Person entered into in the ordinary course of business); (n) pay, loan or advance any amount to, or sell, assign, license, transfer or lease any of the Company’s or the Company Subsidiaries’ assets, rights or properties, or enter into, amend or modify any agreement or arrangement with, the holders of any equity interest in the Company or any of the Company Subsidiaries, or any officer, director, stockholder, partner or member of the Company or any of the Company Subsidiaries, or any of such Person’s immediate family or any of their respective Subsidiaries, except for (i) transactions among the Company and the Company 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 terms of Section 6.01(c), (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 and the Transaction Agreements; (o) waive, release, settle or compromise any pending or threatened Action, other than such waivers, releases, settlements or compromises of litigation (i) where the amount required to be paid does not exceed $50,000 individually or $250,000 in the aggregate, and (ii) which do not impose any material restrictions on the business or operations of the Company or the Company Subsidiaries and do not contemplate or involve any admission of wrongdoing by the Company or any of the Company Subsidiaries; (p) except as otherwise set forth in this Section 6.01, (i) materially amend, cancel, extend, 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, extend, materially modify, terminate (partially or transaction completely; provided, that this does not include any Company Material Contract which terminates or renews in accordance with its terms), grant any material waiver under or give any material consent with respect to the Businessto, any Company Material Contract, other than in the Ordinary Course ordinary course of Business business consistent with Seller’s past practices practice, or pursuant to presently existing plans (ii) enter into any Contract that if in effect on the date hereof would be a Company Material Contract or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policiesLease, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests than in the Sellerordinary course of business; or (q) authorizeauthorize any of, or commit or agree to take, whether in writing or otherwise, any of of, the foregoing actions.

Conduct of the Business. Except as expressly agreed to in writing by Buyerset forth on Schedule 3.23, during since the period from Latest Balance Sheet Date, the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04, Seller shall operate has conducted the Business only in the Ordinary Course ordinary course of Business business consistent with past custom and use its commercially reasonable efforts practice, and has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice and there has been no Material Adverse Effect, and no contingency could reasonably be expected to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwillresult in or cause a Material Adverse Effect. Without limiting the generality limitation of the foregoingforegoing and except as set forth on Schedule 3.23, since January 1, 2008, the Seller shall has not, without the prior written consent of Buyer, which shall not be unreasonably withheld: (a) except accelerated or delayed the provision of services, in the Ordinary Course of Business, sell, lease, license or otherwise dispose of any assets, securities or property of the Businessa manner inconsistent with past practices; (b) sold, assigned or transferred any asset or property right, or mortgaged, pledged or subjected such asset or property right to any Lien, charge or other restriction, except in the Ordinary Course of Business, make any capital expenditures over $2,500for Liens for current property taxes not yet due and payable; (c) make payments towards sold, assigned, transferred, abandoned or permitted to lapse any Governmental Authorizations that are required for the operation of the Business, or related to any of the Excluded LiabilitiesAssumed Proprietary Rights or other intangible assets, includingor disclosed any material proprietary confidential information to any Person, without limitation, payments towards the SAP leasegranted any license or sublicense of any rights under or with respect to any Assumed Proprietary Rights or other intangible assets; (d) accelerate made or granted any payment terms increase in, or grant amended (except as may be required by law) or terminated, any early payment discounts to customersexisting plan, program, policy or arrangement, including any Employee Benefit Plan or arrangement or adopted any new Employee Benefit Plan or arrangement, or entered into, modified or terminated any new collective bargaining agreement or multiemployer plan; (e) alter through merger, liquidation, reorganization, restructuring or in undertaken any other fashion employee layoffs that could implicate the corporate structure or ownership of the BusinessWARN Act; (f) settle made any loans or compromise advances to, or guarantees for the benefit of, or entered into any litigation (whether transaction with any stockholder, partner, employee, officer or not commenced prior to director of the date of this Agreement) relating to the BusinessSeller other than regular salary and expense reimbursement payments; (g) transfer suffered any extraordinary loss, damage, destruction or grant casualty loss to the Business or waived any Security Interest on any Acquired Assetrights of value in excess of $50,000, whether or not covered by insurance and whether or not in the ordinary course of business; (h) make received written notification that any change material customer or supplier will stop or materially decrease in any respect the rate of business done with respect to management of inventory for the Seller or the Business, respectively; (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter entered into any agreement or transaction with respect to the Businessother material transaction, other than in the Ordinary Course ordinary course of Business business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain custom and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Sellerpractice; or (qj) authorize, or commit or agree committed to take, any of the foregoing actionsforegoing.

Conduct of the Business. Except as expressly agreed to in writing by BuyerSeller agrees that, during the period from the date of this Agreement to the earlier of Closing Date, except (i) as set forth on Schedule 5.1 of the Closing Date and Disclosure Schedules, (ii) the termination of as otherwise contemplated by this Agreement pursuant or (iii) as consented to Section 10.04by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed): (a) Seller shall operate use commercially reasonable efforts to conduct the Business in the Ordinary Course of Business and use its commercially reasonable efforts to preserve intact ordinary course consistent with past practice (which past practices include, without limitation, periodic cash sweeps from the Business); and (b) Seller shall not, with respect to the Business, its current business organizations(i) sell, keep available the services dispose or transfer any of its current officersproperties or assets (including without limitation by way of lease, supplierscontingent sale or similar arrangement) except for (A) sale of inventory that would otherwise become Purchased Inventory, licensorsin the ordinary course of business consistent with past practice, licenseesand (B) sale of inventory that would otherwise become Non-Purchased Inventory; (ii) purchase a material amount of properties or assets, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, Seller shall not, without the prior written consent of Buyer, which shall not be unreasonably withheld: (a) except in the Ordinary Course ordinary course of Businessbusiness, sell, lease, license or otherwise dispose consistent with past practice; (iii) increase in any manner the compensation of any assets, securities of the officers or property other key employees of the Business; (b) , except for such increases as are granted in the Ordinary Course ordinary course of Business, make any capital expenditures over $2,500; business in accordance with its customary practices (cwhich shall include normal periodic performance reviews and related compensation and benefit increases) make payments towards any of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in accordance with the terms of any employment contract or collective bargaining agreement as currently in effect; (iv) adopt, grant, extend or increase the rate or terms of any bonus, insurance, pension or other fashion the corporate structure employee benefit plan, payment or ownership arrangement made to, for or with any such officers or employees of the Business; , except increases required by any applicable law, rule or regulation or by the terms of any employment contract or collective bargaining agreement; (f) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (hv) make any change with respect in any of its present accounting methods and practices, except as required by changes in GAAP, subject to management the accounting principles set forth in Schedule 1.8 of inventory for the Business; Disclosure Schedules; (ivi) take subject any action that would make of the Assets to any representation and warranty of Seller hereunder inaccurate Lien (other than Permitted Encumbrances); (vii) enter into any new rebate, debit back or other similar arrangement, or amend in any material respect atany such arrangement existing on the date hereof, other than by terminating any such arrangement at or as of prior to the Closing; (viii) amend any time prior to, the Closing Date lease that is or will be related to any Saybrook Sublease or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (lix) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, do any of the foregoing actionsforegoing.

Conduct of the Business. Except as expressly agreed to in writing by Buyer, during the period from From the date of this Agreement to the earlier of (i) hereof until the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04Date, Seller shall operate conduct the Business only in the Ordinary Course ordinary course, consistent with past practices and will not enter into any material transactions without the prior written consent of Business Buyer (which consent shall not be unreasonably withheld), and shall use its commercially reasonable best efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers employees, clients, suppliers and preserve goodwillother third parties. Without limiting the generality of the foregoing, Seller shall notfrom the date hereof until the Closing Date, without the Buyer's prior written consent of Buyer, (which consent shall not be unreasonably withheld) Seller will not: (a) except amend, waive any provision of, terminate prior to its scheduled expiration date, or otherwise compromise in any way, any Contract (including contracts described in clause (b) below), or any other right or asset of Seller that is or otherwise would have been a Purchased Asset, provided, however that Seller shall be permitted to terminate its sublease for the premises located at 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx (the "Philadelphia Lease"); (b) enter into any contract, agreement, lease, license or commitment (including without limitation any leases of real property), which (i) is with respect to real property, (ii) extends for a term of one year or more or (iii) obligates the payment of more than $100,000 (individually or in the Ordinary Course aggregate); (c) make any capital expenditures in excess of Business, $100,000 (individually or in the aggregate); (d) sell, lease, license or otherwise dispose of any assets, securities Purchased Assets or property of the Business; assets covered by any Contract except (bi) except pursuant to existing contracts or commitments disclosed herein and (ii) in the Ordinary Course of Business, make any capital expenditures over $2,500; (c) make payments towards any of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms or grant any early payment discounts to customersordinary course consistent with past practice; (e) alter through mergerpay, liquidationdeclare or promise to pay any dividends or other distributions with respect to its capital stock, reorganizationor pay, restructuring declare or in any promise to pay any (a) and other fashion the corporate structure or ownership of the Businessthan Shareholder Loans; (f) settle or compromise authorize any litigation (whether or not commenced prior to the date salary increase of this Agreement) relating to the Businessmore than 10% for any employee making an annual salary of greater than $50,000; (g) transfer obtain any bank loan or grant make any Security Interest on any Acquired Assetguarantee including, but not limited to, drawings under Seller's existing line of credit with Commerce Bank/Pennsylvania, N.A.; (h) make suffer or incur any change with respect to management of inventory for the BusinessLien on any Purchased Asset; (i) delay or accelerate or cancel any receivables or indebtedness owed to Seller or writeoff or make further reserves against the same; (j) merge or consolidate with or acquire any other entity or be acquired by any other Person; (k) suffer any insurance policy protecting the Purchased Assets to lapse without comparable replacement insurance; or (l) agree to do any of the foregoing. Seller will not (i) take or agree to take any action that would make any representation and or warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take take, or agree to omit to take, any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actions.

Conduct of the Business. Except as expressly agreed Sellers agree to observe each term set forth in writing by Buyerthis Section 6.1 and agree that, during the period from the date hereof until the Closing Date, unless otherwise consented to by Buyer in writing: (a) The Business shall be conducted only in, and Sellers shall not cause or permit the Company to take any action except in, the Ordinary Course of Business, on an arm’s-length basis and in accordance with all applicable laws, rules and regulations, including all employment legislation, and the Company’s past custom and practice and all contracts, agreements, engagements, or commitments to which the Company is a party or by which it is bound shall be in full force and effect and unamended and shall not be in default in any manner that could have a Material Adverse Effect; (b) Except as otherwise provided herein or for the transactions contemplated by this Agreement Agreement, Sellers shall not cause or permit the Company, directly or indirectly, or do or permit to occur any of the earlier of following: (i) sell, pledge, dispose of or encumber the Stock or any of the Company’s assets; (ii) acquire (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof; (iii) incur any indebtedness for borrowed money or issue any debt securities except the borrowing of working capital in the Ordinary Course of Business and consistent with past practice; (iv) subject to any reasonable objection or defenses to payment, permit any accounts payable owed to trade creditors to remain outstanding more than what is normal and customary in the industry or consistent with past practices; (v) accelerate, beyond the normal collection cycle, collection of Accounts Receivable; (vi) enter into or propose to enter into, or modify or propose to modify, any agreement, arrangement or understanding with respect to any of the matters set forth in this Section 6.1(b); or (vii) engage in any business, enterprise or activity, or enter into any transaction (except the transactions contemplated herein), or incur any obligation outside of the Ordinary Course of Business. (c) Sellers shall not cause or permit the Company to, directly or indirectly, (i) enter into or modify any employment, severance or similar agreements or arrangements with, or grant any bonuses, salary increases, severance or termination pay to, any officers or directors or consultants; (ii) in the case of management employees, officers or consultants, take any action with respect to the grant of any bonuses, salary increases, severance or termination pay or with respect to any increase of benefits payable in effect on the date hereof; or (iii) in the case of non-management employees, take any action with respect to the grant of any bonuses, salary increases, severance or termination pay or with respect to any increase of benefits payable in effect on the date hereof, which in not in the Ordinary Course of Business; (d) Sellers shall not cause or permit the Company to adopt or amend any bonus, profit sharing, compensation, pension, retirement, deferred compensation, employment or other employee benefit plan, trust, fund or group arrangement for the benefit or welfare of any employees or affiliates; (e) Sellers shall not cause or permit the Company to cancel or terminate its current insurance policies, or cause 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; (f) Sellers shall provide notice to the Buyer of any material agreement, which would be required to be or is listed in Schedule 4.13, which has been entered into or modified; (g) Sellers shall (i) use reasonable efforts to preserve intact the organization and goodwill of the Business, keep available the services of the Company’s officers and employees as a group and maintain satisfactory relationships with suppliers, distributors, customers, growers and others having business relationships with the Company; (ii) confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations with respect to the Business; (iii) not intentionally take any action which would render, or which reasonably may be expected to render, any representation or warranty made by it in this Agreement untrue as of the Closing Date; (iv) notify Buyer of any emergency or other change in the normal course of the Business or in the operation of the properties of the Business and of any governmental or third party complaints, investigations or hearings (or communications indicating that the same may be contemplated); (v) comply with all material terms and conditions of the arrangements set forth or required to be set forth in Schedule 4.13; and (v) promptly notify Buyer in writing if Sellers shall discover that any representation or warranty made by it in this Agreement was when made, or has subsequently become, untrue in any respect; (h) Sellers shall cause the Company to (i) file any Tax returns or information statements with respect to any Liabilities for Taxes of the Company or other matters relating to Taxes of the Company that pursuant to applicable law must be filed prior to the Closing Date and (ii) the termination promptly upon filing provide copies of this Agreement pursuant any such Tax returns or information statements to Section 10.04, Seller shall operate the Business in the Ordinary Course of Business and use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Buyer; (i) Without limiting the generality of the foregoing, Seller shall not, without the prior written consent of Buyer, which Company shall not be unreasonably withheld: (a) except in the Ordinary Course make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Return, enter into any closing agreement, settle any Tax claim or assessment relating to Company, surrender any right to claim a refund of BusinessTaxes, sell, lease, license consent to any extension or otherwise dispose of any assets, securities or property waiver of the Business; (b) except in the Ordinary Course of Businesslimitation period applicable to any Tax claim or assessment relating to Company or any Tax Affiliate, make any capital expenditures over $2,500; (c) make payments towards any of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in take any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) similar action relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as filing of any time prior toTax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of Company for any period ending after the Closing Date or (ii) omit to take decreasing any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time;Tax attribute of Company existing on the Closing Date; and (j) cancel, modify Sellers shall not cause the Company to perform any act referenced by (or waive omit to perform any of the Assumed Contracts or Leases or any of act which omission is referenced by) the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actionsSection 4.8.

Conduct of the Business. Except as expressly agreed to in writing by Buyer, during the period from the date of this Agreement Prior to the earlier Closing, without the prior ----------------------- written consent of Buyer (iwhich consent shall not be unreasonably withheld as to 6.7(a) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04iv), Seller shall operate the Business in the Ordinary Course of Business and use its commercially reasonable efforts to preserve intact below), Phonoscope (with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, Seller Purchased Assets) shall not, without and the prior written consent Stockholders shall cause each of Buyer, which shall the Companies not be unreasonably withheldto: (a) enter into or modify, or waive any material term or condition of, any agreement (i) except in the Ordinary Course ordinary and customary course of Businessthe Business consistent with past practice (and with prior notification to Buyer) relating to the delivery of video programming, sell(ii) having a term exceeding six months which is not cancelable by Buyer or the Companies after Closing at will and without any liability therefor, lease, license or otherwise dispose (iii) providing for the retention of any assetsagent, securities contractor or property consultant by any of the BusinessCompanies or the rendering of services by any of the Companies as such agent, contractor or consultant which is not cancelable by Buyer or the Companies after the Closing at will and without any liability therefor, (iv) requiring capital expenditure by any of the Companies of any sum in excess of $10,000 or (v) not otherwise incidental to the conduct of the operations of the Business in the ordinary and customary course consistent with past practices; (b) except incur any Indebtedness other than (i) in the Ordinary Course ordinary course of Businessbusiness, make any capital expenditures over or (ii) pursuant to a restructuring of current indebtedness with the Primary Lender not to exceed $2,5007,000,000, except for Indebtedness to~trade creditors and professionals on customary terms and Purchase Money Debt; (c) make payments towards declare, set aside or pay any non-cash dividend or distribution to any stockholder of the Sellers or any of the Excluded Liabilities, including, without limitation, payments towards the SAP leaseCompanies; (d) accelerate create, incur, assume or suffer to exist any payment terms Liens of any kind against or grant upon any early payment discounts of its property or assets, or any proceeds therefrom, other than Permitted Liens which Permitted Liens shall be extinguished at or prior to customersClosing; (e) alter through merger, liquidation, reorganization, restructuring conduct any business or in enter into any other fashion transaction with or for the corporate structure or ownership benefit of any Affiliate of any of the BusinessSellers or any agreements among any of the Sellers and any of the Companies (in each case other than any transaction contemplated hereby); (f) settle directly or compromise indirectly, issue, redeem or purchase any litigation (whether capital stock or not commenced prior any other security, provided, that Phonoscope may acquire -------- capital stock or other securities of entities unrelated to the date Business and provided further, that this provision shall not preclude Xxxx from acquiring the -------- ------- stock of this Agreement) relating to any of the BusinessCompanies from Xxxxx Xxxx or the Trust provided the he assumes all obligations of Xxxxx Xxxx or the Trust, as the case may be; (g) transfer enter into any new oral or grant written employment agreements, promises, or compensation arrangements or commitments to officers, directors, employees or consultants (including, but not limited to, any Security Interest on commitment to pay retirement or other benefits) or modify, extend or terminate any Acquired Assetexisting agreements, arrangements or commitments or enter into any plan, arrangement, or labor or collective bargaining agreement in any case which is not cancelable by Buyer or the Companies after the Closing at will and without any liability therefor; (h) create any Subsidiary or make any change investment other than in certificates of deposit, short-term U.S. Treasury obligations, and other cash equivalents or lend any money or assets to any Person, or assume, guarantee or in any other manner become liable with respect to management any Indebtedness, or guaranty any obligation, of inventory for any Person, or pay, discharge or satisfy any Indebtedness liability or obligation, except in the Businessordinary course of the Business consistent with past practices; (i) take any action that would make any representation and warranty change in or amendment to its articles of Seller hereunder inaccurate incorporation or bylaws, or, in any material respect atthe case of Phonoscope, its agreement of limited partnership or as certificate of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such timelimited partnership; (j) cancel, modify enter into any leases of real or waive any of the Assumed Contracts or Leases personal property or any of the terms thereofsale-leaseback transaction; (k) except as otherwise provided by GAAPengage in any business other than the Business and activities related thereto (or, to refrain from making or causing to be made any change in the accounting methodscase of Sellers, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, business other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in and the SellerRetained Businesses); or (q1) authorize, or commit or agree to take, do any of the foregoing actionsforegoing.

Conduct of the Business. Except as expressly agreed to in writing specifically contemplated by Buyerthis Agreement, during the period from and after the date of this Agreement to hereof and until the earlier to occur of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04in accordance with Article 8 and the Closing, Seller Apeiron shall operate the Business conduct its business in the Ordinary Course of Business and use its commercially reasonable efforts to preserve intact ordinary course consistent with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwillpast practice. Without limiting the generality of the foregoing, Seller shall not, without except as specifically contemplated by this Agreement as set forth on Section 5.1 of the prior written Disclosure Schedule or as consented to in writing by KonaTel (which consent of Buyer, which shall will not be unreasonably withheld, conditioned or delayed), Apeiron shall not: (a) except in the Ordinary Course adopt a plan of Businesscomplete or partial liquidation, selldissolution, leasemerger, license consolidation, restructuring, recapitalization or otherwise dispose of any assets, securities or property of the Businessother reorganization; (b) except in amend the Ordinary Course Organizational Documents of Business, make any capital expenditures over $2,500Apeiron; (c) make payments towards issue additional shares of capital stock or any securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of the Excluded Liabilitiesany kind to acquire, including, without limitation, payments towards the SAP leaseany shares of capital stock; (d) accelerate mortgage, sell, transfer, dispose of, or agree to mortgage, sell, transfer, or dispose of, any payment terms material assets other than sales of obsolete or grant any early payment discounts to customerssurplus personal property; (e) alter through mergerother than in the ordinary course of business consistent with past practice, liquidation, reorganization, restructuring make any Tax election or in settle or compromise any other fashion the corporate structure or ownership of the BusinessTax liability; (f) settle acquire or compromise merge with any litigation (whether or not commenced prior to the date of this Agreement) relating to the Businessother Person; (g) transfer or grant any Security Interest Encumbrance on any Acquired Assetmaterial asset, other than any Permitted Encumbrance; (h) make except in the ordinary course of business consistent with past practices, (i) enter into any change Material Contract, or amend or terminate (other than upon expiration in accordance with its terms) in any respect that is or was material and adverse to management Apeiron Agreement for Exchange of inventory for the BusinessStock or any Subsidiary any Material Contract to which Apeiron is a party, or (ii) waive, release or assign any right or claim under any such Material Contract; (i) take adopt, enter into, amend or terminate any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect atbonus, profit-sharing, compensation, severance, termination, pension, retirement, deferred compensation or as other employee benefit plan, agreement, trust, fund or other arrangement for the benefit or welfare of any time prior toindividual, the Closing Date or except as required to comply with applicable Law, (ii) omit other than in the ordinary course of business and consistent with past practice, enter into or amend any employment arrangement or relationship with any new or existing employee that had or will have the legal effect of any relationship other than at-will employment, (iii) other than in the ordinary course of business, increase the compensation or any fringe benefit of any director, officer or employee or pay any benefit to take any action necessary director, officer or employee, other than pursuant to prevent a plan or arrangement in existence as of the date hereof and in amounts consistent with past practice, or (iv) other than in the ordinary course of business and consistent with past practice, grant any such representation award to any director, officer or warranty from being materially inaccurate employee under any bonus, incentive, performance or other compensation plan or arrangement (including the removal of any existing restriction in any respect at any such timebenefit plan or agreement or award made thereunder); (j) cancelenter into any collective bargaining or other agreement with any labor organization, modify union or waive any of the Assumed Contracts or Leases or any of the terms thereofassociation; (k) except enter into any lease of real estate, whether as otherwise provided by GAAP, to refrain from making lessor or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Businesslessee; (l) change or authorize any change in its accounting practices or method of accounting for any items in the preparation of the financial statements of Apeiron except as may be required by GAAP (including any change therein); (m) settle, or offer or propose to settle, any proceeding involving Apeiron other than settlements that are limited solely to a monetary payment where such monetary payment is paid in full prior to, or is payable in full within one year following, the Closing (and, in such case, such payment shall be recorded in full as a current liability in the Final Net Working Capital) and that fully releases Apeiron from any other liability and other obligations to the releasing Person(s) in connection with such proceeding; (n) pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement with, any Affiliate; (o) incur, assume, create, suffer to exist or otherwise be liable with respect to any Indebtedness other than pursuant to any customer contract or vendor contract entered into in the ordinary course of business consistent with past practice, and other than under current credit facilities; (p) enter into any agreement or transaction with arrangement that limits or otherwise restricts in any material respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness Apeiron or any other contingent obligations; (p) issue of its Affiliates or any equitysuccessor thereto or that could, optionsafter the Closing Date, warrants limit or other rights to acquire equity interests restrict in the Sellerany material respect either Apeiron, KonaTel or any of their respective Affiliates, from engaging or competing in any line of business, in Agreement for Exchange of Stock any location or with any Person; or (q) or authorize, or commit or agree to take, take any of the foregoing actions.

Conduct of the Business. Except as expressly agreed to (a) From the date hereof through the Closing Date, the Company and its Subsidiaries shall, and Stockholders shall cause the Company and its Subsidiaries to, conduct the Business only in writing by the ordinary course, (including the payment of accounts payable and the collection of accounts receivable), consistent with past practices, and shall not enter into any material transactions without the prior written consent of Buyer, during the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04, Seller shall operate the Business in the Ordinary Course of Business and use its commercially reasonable best efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers employees, clients, suppliers and preserve goodwillother third parties. Without limiting the generality of the foregoing, Seller from the date hereof until and including the Closing Date, without Buyer’s prior written consent, the Company shall not, without the prior written consent of Buyer, which and shall cause its Subsidiaries not be unreasonably withheldto: (ai) except amend, modify or supplement its Memorandum and Articles of Association 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 Contract (including Contracts described in Section 5.1(a)(ii)) below), or any other right or asset of the Company and its Subsidiaries; (iii) modify, amend or enter into any contract, agreement, lease, license or commitment, which (A) is with respect to Real Property, (B) extends for a term of one year or more or (C) obligates the payment of more than $150,000 (individually or in the Ordinary Course aggregate); (iv) make any capital expenditures in excess of Business, $150,000 (individually or in the aggregate); (v) sell, lease, license or otherwise dispose of any of the Company or its Subsidiaries’ assets or assets covered by any Contract except (i) pursuant to existing contracts or commitments disclosed herein and (ii) sales of Inventory in the ordinary course consistent with past practice; (vi) accept returns of products sold from Inventory except in the ordinary course, consistent with past practice; (vii) pay, declare or promise to pay any dividends or other distributions with respect to its capital stock, or pay, declare or promise to pay any other payments to any Stockholder (other than, in the case of any Stockholder as an employee of the Company or its Subsidiary, payments of salary accrued in said period at the current salary rate set forth on Schedule 3.25(a)) or any Affiliate of the Company or any its Subsidiaries; (viii) authorize any salary increase of more than 10% for any employee making an annual salary of greater than $50,000 or in excess of $80,000 in the aggregate on an annual basis or change the bonus or profit sharing policies of the Company and its Subsidiaries; (ix) obtain or incur any loan or other Indebtedness, including drawings under the Company’s existing lines of credit; (x) suffer or incur any Lien on any of the Company’s or its Subsidiaries’ assets; (xi) suffer any damage, destruction or loss of property related to any of the Company’s or its Subsidiaries’ assets, securities whether or property not covered by insurance; (xii) delay, accelerate or cancel any receivables or Indebtedness owed to the Company or any of its Subsidiaries or write-off or make further reserves against the same; (xiii) merge or consolidate with or acquire any other Person or be acquired by any other Person; (xiv) suffer any insurance policy protecting any of the BusinessCompany’s or its Subsidiaries’ assets to lapse; (xv) amend any of its plans set forth in Section 3.28(a) or fail to continue to make timely contributions thereto in accordance with the terms thereof; (xvi) make any change in its accounting principles or methods or write down the value of any Inventory or assets; (xvii) change the place of business or jurisdiction of organization of the Company or any of its Subsidiaries; (xviii) extend any loans other than travel or other expense advances to employees in the ordinary course of business not to exceed $2,000 individually or $50,000 in the aggregate; (xix) issue, redeem or repurchase any shares of its capital stock, or issue any securities exchangeable for or convertible into any shares of its capital stock; (xx) effect or agree to any changes in shipping practices, terms or rates; (xxi) reduce the prices of products sold from Inventory for customers except in the ordinary course of business; (xxii) effect or agree to any change in any practices or terms, including payment terms, with respect to customers or suppliers; (xxiii) hire any executive officers, senior managers, consultants or advisors; (xxiv) make or change any material Tax election or change any annual Tax accounting periods; or (xxv) agree to do any of the foregoing. (b) except in The Company and its Subsidiaries shall not, and Stockholders shall cause the Ordinary Course of BusinessCompany and its Subsidiaries not to, make any capital expenditures over $2,500; (c) make payments towards any of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; (i) take or agree to take any action that would might make any representation and or warranty of Seller the Company or any Stockholder hereunder inaccurate or misleading in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take take, or agree to omit to take, any action necessary to prevent any such representation or warranty from being materially inaccurate or misleading in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actions.

Conduct of the Business. Except as expressly agreed to in writing by BuyerParent agrees that, during the period from the date of this Agreement to the earlier of (i) until the Closing Date and (ii) the termination of or such earlier time as this Agreement pursuant may be terminated in accordance with its terms, Parent shall and shall cause the Company and the Selling Companies to Section 10.04, Seller shall (A) operate the Business only in the Ordinary Course of Business and use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizationsorganization, to keep available the services of its current officersemployees, suppliersto sell Products in the Ordinary Course of Business and to maintain the relationships of the Business with its customers, licensors, licensees, advertisers, suppliers and distributors and others having business dealings with it(B) except as (i) otherwise contemplated by this Agreement or the other Transaction Documents, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing(ii) required by applicable Law, Seller shall not(iii) set forth on Schedule 5.4, without the prior written or (iv) consented to by Buyer in writing (which consent of Buyer, which shall not be unreasonably withheldconditioned, withheld or delayed), and, subject to the foregoing clauses (i)-(iv), the Company shall not: (a) authorize or effect any change of the Company’s articles of incorporation, by-laws, limited liability company agreement or other Organizational Documents of the Company; (b) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, bankruptcy, suspension of payments or other reorganization under any Law; (c) declare or pay any dividend or make any other distribution whether or not upon or in respect of any shares of its capital stock or equity interest except for the Special Dividend; (d) grant any options, warrants, or other rights to purchase or obtain any of its capital stock or any securities or issue, sell or otherwise dispose of any of its capital stock or any securities; (e) except as required by Law, make, change or revoke any Tax election; (f) issue any note, bond, or other debt security in a material amount or create, incur, assume, or guarantee any material Indebtedness, in each case, except in the Ordinary Course of Business, and in each case except that is paid in full prior to the Closing; (g) grant any increases in the compensation of any Company Employees or Transferred Employees, except as set forth in Schedule 5.4 or as required by Law; (h) except as set forth in Schedule 5.4 or as required by Law (i) grant or increase any severance, change in control, termination or similar compensation or benefits payable to any Company Employee or Transferred Employee, (ii) accelerate the time of payment or vesting of, or the lapsing of restrictions with respect to, or fund or otherwise secure the payment of, any compensation or benefits payable to any Company Employee or Transferred Employee under any Company Plan, or (iii) enter into, terminate or amend any Company Plan, provided that the Company may enter into a new voluntary profit sharing agreement so long as no terms thereunder are more favorable to any employee than the voluntary profit sharing agreement listed in Schedule 3.1(p)(xi)(C); (i) except for Inventory sold in the Ordinary Course of Business, sell, lease, license transfer or otherwise dispose of of, any assets, securities or property of the BusinessBusiness Assets other than pursuant to existing Contracts; (bj) enter into any Contract which, if in effect as of the date of this Agreement would be a Business Contract, except in the Ordinary Course of Business, make any capital expenditures over $2,500; (c) make payments towards any of the Excluded Liabilitiesor amend, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms terminate or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in rescind any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereofBusiness Contract; (k) except as otherwise provided by GAAPcancel, to refrain from making compromise or causing to be made settle any change in material Action, or waive or release any material rights of the accounting methods, principles or practices of Seller with respect to the BusinessCompany; (l) enter into acquire (by merger, consolidation or acquisition of stock or assets) any agreement corporation, partnership or transaction with respect to other business organization or division thereof or collection of assets constituting all or substantially all of a business or business unit or any of the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto;foregoing; or (m) cancel any debt agree or waive or compromise any claim or right with respect otherwise commit to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by Seller, with respect to the Business or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, take any of the actions prohibited by the foregoing actionsclauses (a) through (l).

Conduct of the Business. Except as expressly agreed to in writing by Buyer, during the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04, Seller shall operate the Business in the Ordinary Course of Business and use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, Seller shall not, without the prior written consent of Buyer, which shall not be unreasonably withheld: (a) From the date hereof until the Closing Date, except as (A) contemplated by this Agreement, (B) set forth in Schedule 5.1, or (C) as required by Applicable Law, each Company shall, and shall cause its Subsidiaries to, operate their business in the Ordinary Course of Business, sell, lease, license or otherwise dispose of any assets, securities or property of the Business;and (b) from the date hereof to the Closing Date, except as (A) contemplated by this Agreement, (B) set forth in the Ordinary Course of BusinessSchedule 5.1 or (C) as required by Applicable Law, make any capital expenditures over $2,500; (c) make payments towards each Company and its Subsidiaries shall not do any of the Excluded Liabilitiesfollowing without the prior consent of Parent (which consent shall not be unreasonably withheld, including, without limitation, payments towards the SAP lease;conditioned or delayed): (di) accelerate grant to any Company Employee any increase in compensation or benefits, except (1) for normal salary increases following performance reviews and payment terms or grant of any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or performance-based incentives upon the achievement of performance goals as in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced effect immediately prior to the date of this Agreement, (2) relating in connection with any newly hired employees filling positions that are, as of the date of this Agreement, vacant (or which become vacant due to the Businessterminations of employment and/or promotions) and in connection with any promotions, (3) as may be required under existing Benefit Plans or (4) as may be required by Applicable Law; (gii) transfer make any material change in any method of accounting or grant any Security Interest on any Acquired Assetaccounting practice or policy other than as required by GAAP; (hiii) make any change with respect to management amend its certificate of inventory for incorporation, as amended through the Businessdate hereof, or by-laws (or other organizational documents); (iiv) take redeem or otherwise acquire any action that would make shares of its capital stock or issue any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such timecapital stock; (jv) cancel, modify acquire all or waive any a substantial portion of the Assumed Contracts assets or Leases capital stock of any business or any of the terms corporation, partnership, association or other business organization or division thereof; (kvi) except as otherwise provided by GAAPmake or incur any capital expenditure which, to refrain from making or causing to be made any change individually, is in the accounting methods, principles or practices excess of Seller with respect to the Business$250,000; (lvii) pay, loan or advance any amount to any Person, or sell, transfer or lease any of its assets with a value in excess of $200,000, or enter into any agreement or transaction arrangement with the Stockholders or any of their respective Affiliates (other than the Company and its Subsidiaries); (viii) amend or terminate any Material Contract or Benefit Plan, or enter into any agreement that, if existing on the date of this Agreement, would be a Material Contract, except as required by Applicable Law or such Material Contract, and provided that, with respect to collective bargaining agreements, neither this clause (viii) nor any other provisions hereof shall be interpreted to interfere with the BusinessCompany’s or any of its Subsidiaries’ duty under the National Labor Relations Act to bargain in good faith; (ix) modify, amend, terminate or permit the lapse of, in any material manner, any lease of, operating agreement or other agreement relating to any real property owned or used by any of the Companies or their Subsidiaries (except for the lapse or termination of any lease or agreement in accordance with its terms); (x) permit any of its assets to become subjected to any Encumbrance, other than Permitted Encumbrances and those Encumbrances existing prior to the date of this Agreement which would be removed at or prior to Closing or except as required by Applicable law; (xi) other than the sale of inventory and the license of software in the ordinary course of business consistent with past practice, sell, lease or otherwise dispose of any of its assets; or (xii) accelerate in any material respect the collection of Accounts Receivable other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule heretoBusiness; (mxiii) cancel commit or pledge to make any debt material charitable contribution; or (xiv) other than in the ordinary course of business consistent with past practices, incur or waive assume any liabilities, obligations or compromise indebtedness for borrowed money or guarantee any claim such liabilities, obligations or indebtedness. (c) Other than the right to consent or withhold consent with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policiesforegoing matters, as well as all other insurance currently maintained by Seller, with respect to the Business nothing contained herein shall give Parent or comparable replacement policies; (o) incur any indebtedness, guaranties of indebtedness or any other contingent obligations; (p) issue any equity, options, warrants or other rights to acquire equity interests in the Seller; or (q) authorize, or commit or agree to take, any of the foregoing actionsMerger Subs any right to manage, control, direct or be involved in the management of any Company, its Subsidiaries or the business prior to the Closing.

Conduct of the Business. Except as expressly agreed to in writing by BuyerSeller covenants and agrees that, during the period from between the date of this Agreement to the earlier of (i) hereof and the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04Date, Seller shall operate it will cause the Business to be conducted only in the Ordinary Course of Business Business, and will use its commercially reasonable efforts to maintain and preserve intact with respect to the BusinessAcquired Assets, the Business and its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its material relationships with its customers suppliers and preserve goodwillits customers. Without limiting the generality of the foregoing, between the date hereof and the Closing Date, Seller shall not, not without the prior written consent of Buyer, which shall not be unreasonably withheld: (a) sell, lease, transfer, mortgage, encumber or otherwise dispose of any Acquired Asset, real, personal or mixed; (b) increase the rate of compensation of, or pay or agree to pay any benefit to, officers or employees of the Business, except in the Ordinary Course of Business or as may be required by any existing plan, agreement or arrangement, including, without limitation, any Plan; (c) enter into, adopt or amend any Plan, or employment or severance agreement, or grant any increase in compensation or benefits to any such employee relating to the Business, except in the Ordinary Course of Business or as required by Law; (d) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization or otherwise permit its corporate existence or any of the material Licenses under which the Business operates to lapse or be suspended or revoked; (e) materially change its billing or pricing methods or practices; (f) create or incur any indebtedness or liability other than in the Ordinary Course of Business, sell, lease, license or otherwise dispose guarantee any debt or other liability of any assetsother Person, securities or property of the Business; (b) except in the Ordinary Course of Business, make any capital expenditures over $2,500; (c) make payments towards any of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Businesseach case that would constitute an Assumed Liability; (g) transfer alter the procedures of the Business regarding the collection of accounts receivable or grant any Security Interest on any Acquired Assetthe payment of accounts; (h) make any change with respect to management of inventory for the Business; (i) take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Businessaction, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in a schedule hereto; (m) cancel any debt or waive or compromise any claim or right with respect to the Acquired Assets; (n) maintain and keep in full force and effect all insurance policies, as well as all other insurance currently maintained by SellerBusiness, with respect to accounting policies or procedures of the Business or comparable replacement policiesBusiness; (oi) incur make any indebtednesscommitments for, guaranties of indebtedness make or authorize any capital expenditures relating to the Business other contingent obligationsthan in amounts less than $10,000 individually and $50,000 in the aggregate; (pj) issue settle or compromise any equitymaterial Liability which is an Assumed Liability, options, warrants or other rights to acquire equity interests except in the SellerOrdinary Course of Business; (k) make any material amendments or modifications to any of the Assumed Contracts, except in the Ordinary Course of Business; or (ql) authorizeagree, whether in writing or commit or agree otherwise, to taketake any actions described in this Section 7.1. Notwithstanding the foregoing, neither the issuance of Additional remedy Tickets nor any action taken by Seller in furtherance of, and in a manner consistent with the requirements of, the Project (as defined in the Transition Services Agreement) shall be deemed to violate the provisions of the foregoing actionsthis Section 7.1.