Common use of Conduct of the Business Clause in Contracts

Conduct of the Business. 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 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, which consent shall not be unreasonably conditioned, withheld or delayed, Seller and its Affiliates shall use commercially reasonable efforts to cause the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permit: (a) the Company to amend its certificate of incorporation or by-laws (or other comparable Organizational Documents); (b) except (i) as may be required by any Benefit Plan, (ii) in the Ordinary Course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) 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 any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct of the Business to do any of the foregoing.

Conduct of the Business. From The Corporation will use reasonable efforts to assist the date hereof until Acquiror in obtaining all regulatory approvals required to be obtained, and with the earlier completion and filing of all reports and documents, including the Prospectus and the Listing Statement, required to be completed and filed, in respect of the Closing or transactions contemplated by this Agreement. The Corporation shall convene and hold a special meeting of its shareholders for the termination purpose of this Agreement considering the Amalgamation as soon as reasonably practicable and in accordance connection therewith, as promptly as reasonably practicable, prepare the Corporation Proxy Circular, together with its terms, except for (i) as any other documents required by Law, (ii) any Emergency Measures, (iii) as contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10) or applicable legislation in connection with the Ancillary Agreements or as set forth in Section 2.8 or Section 4.1 approval of the Seller Disclosure Letter or (iv) as otherwise requested or consented to in writing by BuyerAmalgamation, which consent Corporation Proxy Circular shall include a recommendation of the board of directors of the Corporation that the Shareholders vote in favour of the Amalgamation, and which recommendation shall not be unreasonably conditionedwithdrawn or amended in any manner other than where required in connection with the exercise by the board of directors of the Corporation of their fiduciary duties. During the Interim Period, withheld or delayedother than with the express written approval of the Acquiror, Seller the Corporation shall conduct the Business in the ordinary course consistent with past practice and its Affiliates shall use their commercially reasonable best efforts to cause preserve intact the Business to be conducted in all material respects in organization, relationships with third parties and goodwill of the Ordinary Course Corporation and keep available the services of Business the present officers, employees, agents and Seller shall not permitother personnel of the Business. Without restricting the generality of the foregoing, the Corporation will not: (a) the Company to amend its certificate of incorporation articles or by-laws (or other comparable Organizational Documents)bylaws, except to create the Class A Shares; (b) except (i) as may be required by any Benefit Plansell, (ii) in the Ordinary Course of Business mortgage, pledge or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business Employee otherwise dispose of any material increase in compensation substantial assets or benefitsproperties of the Corporation or enter into any transaction or perform any act that interferes with, including severance impedes, or termination pay or adopt, entry into or is inconsistent with the material amendment successful completion of any Seller Planthe transactions contemplated hereunder; (c) the Company to issuedeclare, sell set aside or grant options, warrants pay any management fee or rights to purchase dividend or subscribe to, enter into make any arrangement or contract other distribution with respect to the issuance capital stock of the Corporation or sale of otherwise make a distribution or payment to any Equity InterestsShareholder; (d) any material change amalgamate, merge or consolidate with or agree to the accounting policies amalgamate, merge or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or 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 Section 4.1consolidate with, or (iii) as otherwise contemplated purchase or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) agree to purchase all or substantially all of the Company (orassets of, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for acquire, any indebtedness for borrowed money in excess of $100,000corporation, 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) the sale, assignment, transfer, conveyance, lease partnership or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business organization or division thereof; (ke) except as necessary to create the Company to: Class A Shares, authorize for issuance, issue, sell or deliver any additional shares of its capital stock of any class or any securities or obligations convertible into shares of its capital stock of any class or commit to doing any of the foregoing except pursuant to the Private Placement and as provided for in Schedule 3.3 of the Disclosure Letter; (f) split, combine or reclassify any shares of the capital stock of any class of the Corporation or redeem or otherwise acquire, directly or indirectly, any shares of such capital stock; (g) incur or agree to incur more than $100,000 of debt or guarantee any debt for borrowed money, including any debt to any Shareholder, or to any Affiliate or Associate of any Shareholder, except debt incurred with the Acquiror; (h) except for a $40,000 repayment of the Canada Emergency Business Account, make any loan, advance or capital contribution to or investment in any person other than loans, advances and capital contributions to or investments in joint ventures or other similar arrangements in which the Corporation has an equity interest in the ordinary course of business and travel advances made in the ordinary course of business by the Corporation to its employees to meet business expenses expected to be incurred by such employees; or (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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce fail in any material respect to comply with any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct of the Business to do any of the foregoingApplicable Laws.

Conduct of the Business. 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 required by Law, (ii) any Emergency Measures, (iii) as contemplated or expressly permitted by this Agreement (including Section 4.9 and Section 4.10) or the Ancillary Agreements Agreements, the Restructuring Transactions 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 BuyerBuyers, which consent shall not be unreasonably conditioned, withheld or delayed, Seller and its Affiliates shall use commercially reasonable efforts to cause the Transferred Entities to conduct the Business to be conducted in all material respects in the Ordinary Course ordinary course and consistent with past practice, including maintaining insurance policies and assets (including the Owned Intellectual Property) and maintaining levels of Business inventory (including components of inventory), in each case, in the ordinary course and Seller consistent with past practice and no Selling Entity and/or any of its Affiliates shall, with respect to the Transferred Entities or their assets or properties, and no Selling Entity shall not permitpermit any of the Transferred Entities to: (a) the Company to amend its certificate of incorporation or by-laws (or other comparable Organizational Documents), except as is reasonably necessary to effectuate the transactions contemplated by this Agreement; (b) except (i) as may be required consolidate, restructure or reorganize any of the Transferred Entities and/or the ownership thereof by any Benefit Plan, Selling Entity or engage in any carve-out activities with respect to the Transferred Entities (iiincluding transferring any liabilities to the Transferred Entities) in order to effect the Ordinary Course of Business or (iii) transactions contemplated by this Agreement, in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliateseach case, except for the grant to any Business 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 PlanRestructuring Transactions; (c) adopt, enter into, terminate or amend any Benefit Plan except in the Company ordinary course of business or as required pursuant to the terms of the applicable plan or agreement or applicable Law; (d) issue, sell sell, pledge, transfer, grant or enter into any arrangement or Contract with respect to the issuance, sale, pledge, transfer or grant of: (i) any Transferred Entity Securities; (ii) options, warrants warrants, other securities convertible into or exercisable or exchangeable for or rights to purchase or subscribe to, enter into to any arrangement Transferred Entity Securities; or contract with respect to the issuance or sale of any Equity Interests; (diii) any material change to “phantom” stock, “phantom” stock rights, stock appreciation rights, stock-based performance units or other securities the accounting policies value of which is derived from the price or practices presently used by the Company or the Businessvalue of Transferred Entity Securities, except as required by GAAP or applicable Lawis necessary for Seller and the Transferred Entities to complete the Restructuring Transactions; (e) redeem, purchase or otherwise acquire any outstanding Transferred Entity Securities, except as is necessary for Seller and the Company Transferred Entities to complete the Restructuring Transactions; (f) to the extent that any such action would have any effect on a Transferred Entity in a Post-Closing Tax Period (including, without limitation, an effect on the Taxes of a Transferred Entity in a Post-Closing Tax Period), and except as required by Law: (i) change any method of accounting of the Transferred Entities for Tax purposes; (ii) enter into any agreement with any Governmental Authority with respect to Taxes of the Transferred Entities (including a “closing agreement” under Section 7121 of the Code); (iii) surrender any right of the Transferred Entities to a material Tax refund; (iv) change any accounting period of the Transferred Entities with respect to any Tax; (v) file an amended Tax Return; (vi) change or revoke any material election with respect to Taxes; (vii) make any material election with respect to Taxes inconsistent with past practice; or (viii) enter into any agreement to extend or waive the applicable statute of limitations with respect to any material Taxes; (g) consummate or effect a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any Transferred Entity or effect any merger, consolidation recapitalization, reclassification, stock split split, stock combination or like change in its capitalizationcapitalization or declare, issue, make or pay any dividend or other distribution in respect of any Transferred Entity Securities, except as is necessary for Seller and the Transferred Entities to complete the Restructuring Transactions, provided, however, that distributions of Cash shall be permitted without Buyers’ prior written consent to the extent that such distributions do not result in adverse tax consequences to the Transferred Entities or Buyers in respect of the Transferred Entities; (fi) the amendment amend (in whole or modification in part, including by substitution or termination of replacement thereof with a new Contract), modify, grant any waiver or release any right under or in respect of, or terminate, any Material Contract or 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 except: (iA) in the Ordinary Course ordinary course of Business business consistent with past practice or as required by applicable Law, ; or (iiB) any such activity otherwise permitted pursuant to another clause of this Section 4.1; provided, however, that any such amendment, modification or termination of an existing Material Contract which, individually or together with any other such amendment, modification or termination of existing Material Contracts, could reasonably be expected to result in a reduction in the profits of the Transferred Entities (taken as a whole) in excess of $1,000,000 during any 12-month period, shall be deemed to be not in the ordinary course of business consistent with past practice for purposes of this subclause (i); (ii) adopt or enter into a new Contract (with a new customer or an existing customer for a new product) that would have been a Material Contract if such Contract had been in effect as of the date hereof except in the ordinary course of business consistent with past practice; or (iii) adopt or enter into a Contract that would have been disclosed in Section 2.20 of the Seller Disclosure Letter if such Contract had been in effect as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10)of the date hereof; (gi) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness for borrowed money Indebtedness or incur any Lien other than Permitted Liens in excess of $100,0001,000,000, other than than: (i) replacements of local working capital facilities in amounts that do not exceed the amount of facilities in effect on the date hereof; (ii) Indebtedness arising under Capital Leases entered into in the ordinary course of business and consistent with past practice; or (iii) any indebtedness for borrowed money Indebtedness that will be repaid, settled repaid in full and/or as to which the Company will Transferred Entities shall be released from any and all obligations thereunder pursuant to Section 1.11.2; (hj) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course ordinary course of Business business consistent with past practice or (ii) pursuant to the Transferred Entities’ current capital expenditures budgets which budgets have been made available to Buyers in response the Xxxxxxx Corporation electronic data room entitled “Project Oak” prior to a current risk of personal injury or damage to propertythe date hereof; (jk) sell, assign, transfer, convey, lease or otherwise dispose of or encumber (other than pursuant to Permitted Liens) any properties, rights or assets of any Transferred Entity, if such properties, rights or assets, in the Company aggregate, have a fair market value in excess of $1,000,000, except as otherwise in each case in the ordinary course of business or except as is necessary for Seller and the Transferred Entities to divest or complete the Restructuring Transactions; (l) acquire, by merger, consolidation, acquisition of stock or assets, assets or otherwise, any Person or Person, business or division thereof, except as is necessary for Seller and the Transferred Entities to complete the Restructuring Transactions; (km) outside of the Company to: ordinary course of business consistent with past practices, make any material changes to the collection of receivables, payment of payables or any other credit, collection or payment policies, procedures or practices; (in) enter in any joint venture, partnership or similar arrangement; (o) make any loans or change advances to, or guarantees for the benefit of, any material method other Person (other than loans to employees that are de minimis in number and amount in the ordinary course of Tax accounting business consistent with past practices to the extent such loans are not prohibited by applicable Law or Tax accounting period; any policy of WestRock, any Selling Entity or any Transferred Entity); (iip) make, change, rescind materially increase the compensation or revoke benefits of any material election Business Employee other than in respect the ordinary course of Taxes; (iii) enter into business consistent with past practice or as required by applicable Law or the current terms of any closing agreement Benefit Plan or collective bargaining or other similar agreement labor agreement; (q) engage in respect of a material amount of Taxes; (iv) file any claim for a refund of material Taxes or surrender any right to claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority reduction in force with respect to a material amount the Business Employees, or enter into, adopt, amend or terminate any employment agreement covering any Business Employee identified in the definition of Tax; “Knowledge of Seller” in this Agreement, or terminate (viother than for “cause”) file any material Tax Return; (l) cancel or reduce Business Employee identified in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation definition of “Knowledge of Seller” in connection with the replacements of a policy by a new or successor policy of similar coveragethis Agreement; or (mr) any agreement agree or commitment by Seller in connection with the conduct of the Business commit to do any of the foregoing.

Conduct of the Business. From the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its termsDate, except for (i) as 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, which consent shall not be unreasonably conditioned, withheld or delayedon Schedule 5.01, Seller shall cause the Companies and the Subsidiaries to conduct the Business in the ordinary course consistent with past practice and to use its Affiliates shall use commercially reasonable efforts to cause preserve intact its business organizations and relationships with third parties and to keep available the Business to be conducted in all material respects in services of its present officers and employees. Without limiting the Ordinary Course generality of Business and 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 will not permitpermit the Companies or any Subsidiaries to: (a) the Company to amend adopt or propose any change in its certificate of incorporation or by-laws (bylaws or other comparable Organizational Documents)organizational documents; (b) except (i) as may be required by any Benefit Plan, (ii) in the Ordinary Course of Business merge or (iii) in connection consolidate with any action that applies uniformly to Business Employees and other similarly situated employees Person or acquire a material amount of Seller and its Affiliates, the grant to assets from any Business 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 Planother Person; (c) the Company to issuesell, sell lease, license or grant options, warrants or rights to purchase or subscribe to, enter into any arrangement or contract with respect to the issuance or sale otherwise dispose of any Equity Interestsmaterial assets or property except (i) pursuant to existing contracts or commitments or (ii) otherwise in the ordinary course consistent with past practice; (d) take any action that would make any representation or warranty of Seller in Sections 3.06, 3.07 and 3.09 inaccurate in any material change to respect at the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable LawClosing Date; (e) amend, modify, extend, renew or terminate any existing lease in any material respect for the Company to effect use or occupancy of any mergerreal property, consolidation recapitalizationor enter into any new lease, reclassificationsublease, stock split license or like change in its capitalizationother agreement for the use or occupancy of any real property; (f) the amendment or modification or termination of take any Material Contract or adoption or entering into a new contract action that would have been result in a Material Contract if adopted or entered into prior to the date hereof, except in each case (i) in the Ordinary Course knowing and material violation of Business or as required by applicable Applicable Law, (ii) any such activity otherwise permitted pursuant to another clause of this Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) knowingly enter into any customer contract that, if in existence at the Company (ordate hereof, would be required to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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 disclosed pursuant to Section 1.13.20(c); (h) the salewith respect to any Tax with respect to which a Company or Subsidiary files a Separate Return, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the Company to: (i) make or change any material method of Tax accounting or Tax election, change an annual accounting period; (ii) make, changeadopt or change any accounting method, rescind or revoke file any material election in respect of Taxes; (iii) amended Tax return, enter into any closing agreement agreement, settle any Tax claim or other similar agreement in respect assessment relating to the Companies or any of a material amount of Taxes; (iv) file any claim for a refund of material Taxes or the Subsidiaries, surrender any right to claim a material refund of Taxes, consent to any extension or credit waiver of Taxes the limitation period applicable to any Tax claim or assessment relating to the Companies or any of the Subsidiaries, or take any other similar action relating to the filing of any Tax return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other material action would have the effect of increasing the Tax benefit; (v) settle liability of the Companies or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount any of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except Subsidiaries for any cancellation in connection with period ending after the replacements of a policy by a new or successor policy of similar coverageClosing Date; or (mi) any agreement agree or commitment by Seller in connection with the conduct of the Business commit to do any of the foregoing.

Conduct of the Business. From The Company covenants and agrees as to itself and its Subsidiaries that, from the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its termsand continuing until the Effective Time, except for (i) as required by Law, (ii) any Emergency Measures, (iii) as expressly contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10) Agreement, as required by Law or to the Ancillary Agreements or as set forth extent Parent shall otherwise consent in Section 2.8 or Section 4.1 of the Seller Disclosure Letter or (iv) as otherwise requested or consented to in writing by Buyerwriting, which decision regarding any such consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed, Seller and its Affiliates shall use commercially reasonable efforts to cause the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permit: (a) the Company shall conduct its business in all material respects only in the ordinary and usual course and, to amend the extent consistent therewith, it and its certificate Subsidiaries shall use their respective commercially reasonable efforts to (i) subject to prudent management of incorporation workforce needs and ongoing programs currently in force, preserve its business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors, employees and business associates, (ii) maintain and keep material properties and assets in good repair and condition and (iii) except in connection with the FDA OAI Matter, maintain in full force and effect all material governmental Permits pursuant to which the Company or by-laws (or other comparable Organizational Documents)any of its Subsidiaries currently operates; (b) except the Company shall not, and shall not permit any of its Subsidiaries to, (i) as may be required by issue, sell or redeem any Benefit Planshares of its or its Subsidiary’s capital stock, (ii) in the Ordinary Course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) the Company to issue, sell or grant optionsredeem any securities convertible into, or options with respect to, warrants to purchase, or rights to purchase subscribe for, any shares of its or subscribe to, enter into any arrangement or contract with respect its Subsidiary’s capital stock (other than the issuance of Company Common Stock pursuant to the issuance terms of the Company ESPP or sale upon the exercise of any Equity Interests; (d) any material change Company Options or pursuant to terms of Company RSUs granted prior to the accounting policies or practices presently used by date hereof under the Company Equity Plans), (iii) to amend or the Businessterminate any Company Equity Plan, except as required by GAAP or applicable Law; (eiv) the Company to effect any merger, consolidation recapitalization, reclassification, stock dividend, stock split or like change in its capitalization, (v) amend its or its Subsidiary’s certificate or articles of incorporation or bylaws (or equivalent organizational documents), (vi) make any acquisition of, or investment in, assets or stock (whether by way of merger, consolidation, tender offer, share exchange or other activity), (vii) declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, except for the payment of dividends or distributions to the Company or any of its Subsidiaries by a Subsidiary of the Company, (viii) merge or consolidate with any person (other than mergers among wholly owned Subsidiaries of the Company and mergers between the Company and its wholly owned Subsidiaries), or (ix) except in connection with the FDA OAI Matter, enter into any agreement or arrangement that limits or otherwise restricts the Company or any of its Subsidiaries or any of their respective affiliates or any successor thereto from engaging or competing in any line of business or in any geographic area which agreements or arrangements would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (c) except for transactions among the Company and its Subsidiaries or as otherwise provided in the Company Disclosure Letter, not incur or become contingently liable with respect to any material indebtedness for borrowed money other than borrowings in the ordinary course of business; (d) the Company shall not enter into or amend any employment, severance or change in control agreement with respect to termination of employment or other similar arrangements or agreements with any directors, executive officers or employees, except (i) pursuant to previously existing contractual arrangements or policies, (ii) pursuant to agreements entered into with a person who is not already an employee and is hired or promoted by the Company or one of its Subsidiaries after the date of this Agreement in the ordinary course of business, or (iii) for any amendment that is necessary or advisable to comply with Section 409A of the Code without materially increasing the benefits provided to any Person; (e) the Company shall not (i) materially increase the salary or monetary compensation of any directors, executive officers or employees whose current annual base salary is in excess of $150,000 (“Key Employee”), except (A) for increases in the ordinary course of business (but in no event shall (1) the aggregate increase in base salary for Key Employees exceed 5% of the aggregate base salary paid to such Key Employees in the year ended December 31, 2005 or (2) the increase of any Key Employee’s base salary exceed 10% of such Key Employee’s base salary as of the date of this Agreement, except in connection with the assumption by such Key Employee of new or additional responsibilities), (B) pursuant to previously existing contractual arrangements, (C) to respond to offers of employment made by third parties or (D) as set forth on Section 5.1(e) of the Company Disclosure Letter or (ii) establish, adopt, enter into or materially amend any collective bargaining agreement; (f) the amendment Company shall not accelerate, amend or modification change the period of exercisability or termination vesting of options, restricted stock, restricted stock unit or similar awards under any Material Contract Company Equity Plan or adoption authorize cash payments in exchange for any options or entering into a new contract that would have been a Material Contract if adopted or entered into prior to the date hereof, other awards granted under any of such plans except in each case (i) in the Ordinary Course of Business or as required by applicable Law, (ii) the terms of such plans or any such activity otherwise permitted pursuant to another clause related agreements in effect as of the date of this Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10)Agreement; (g) except in connection with the FDA OAI Matter, the Company (orshall not waive, to the extent it would constitute an Assumed Liabilityrelease, Seller assign, settle or compromise any material claims, or any of its Affiliates) to incur, create, assume material litigation or otherwise become liable for any indebtedness 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 1.1arbitration; (h) the saleCompany shall not adopt, assignmententer into or amend to materially increase benefits, transferliability, conveyance, lease or other disposal obligations of any propertiesthe Employee Benefit Plan or to accelerate the payment of benefits under any Employee Benefit Plan, rights except (i) in the ordinary course of business; (ii) as involves any such then existing plans, agreements, trusts, funds or assets arrangements of any company acquired after the date hereof as permitted by this Agreement; or (iii) as required by the terms of the Business other than assets sold Employee Benefit Plans or disposed of in the Ordinary Course of Business pursuant to existing contractual arrangements or which are otherwise immaterial to the Business (and excluding any Material Assets, other than Inventory)this Agreement; (i) except as set forth on Section 5.1(i) of the Business to Company Disclosure Letter, the Company shall not make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) except as set forth on Section 5.1(j) of the Company Disclosure Letter, the Company shall not make or change any material Tax election, settle or compromise any claim, notice, audit report or assessment in respect of Taxes, change any annual Tax accounting period, adopt or change any method of Tax accounting, file any amended material Tax Return unless a copy of such Tax Return has been first delivered to divest Parent for its review and consent (which consent shall not be unreasonably withheld) at a reasonable time prior to filing, enter into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or acquireclosing agreement relating to any material Tax, by mergersurrender any right to claim a material Tax refund, consolidation, acquisition consent to any extension or waiver of stock the statute of limitations period applicable to any material Tax claim or assetsassessment, or otherwise, agree or commit to take any Person or business or division thereofof the foregoing actions; (k) the Company to: shall not permit or cause any Subsidiary to take any of the actions listed in Section 5.1(b) — (ij) make or change agree or commit to do any material method of Tax accounting or Tax accounting periodsuch actions; (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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return;or (l) cancel the Company shall not agree in writing or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct of the Business otherwise to do take any of the foregoingactions listed in Section 5.1(b) — (k).

Conduct of the Business. From the date hereof until the earlier of the Closing or the termination of this Agreement until the Closing Date, Seller shall not: (a) Sell or dispose of any of the Acquired Assets; (b) Create, or suffer or permit the creation of, any Lien including any royalty advances or other advances from Third Parties (other than Permitted Liens) on any of the Acquired Assets or with respect thereto or otherwise impair the Acquired Assets; (c) Take any action that would reasonably be likely to prevent Seller from consummating the transactions contemplated in accordance with its termsthis Agreement; (d) Fail to maintain the Seller Intellectual Property Rights, except for including all trademark, domain name, and other registrations; (ie) as required by LawKnowingly violate any applicable Legal Requirement; (f) Take, (ii) or fail to take, any Emergency Measures, (iii) as contemplated other action which would reasonably be expected to result in a breach or permitted by this Agreement (including Section 4.9 and Section 4.10) inaccuracy in any of the representations or the Ancillary Agreements or as set forth in Section 2.8 or Section 4.1 warranties of the Seller Disclosure Letter or contained in this Agreement; (ivg) as otherwise requested or consented to in writing by Buyer, which consent shall not be unreasonably conditioned, withheld or delayed, Seller and its Affiliates shall use commercially reasonable efforts to cause the Business to be conducted in all material respects Enter into any Contract that would constitute a Material Contract hereunder other than in the Ordinary Course of Business and Seller shall not permit: (a) the Company to amend its certificate of incorporation or by-laws (or other comparable Organizational Documents)Business; (bh) except Take any action that would harm the goodwill of the Business; (i) as may be required by Accelerate, terminate, make material modifications to, or cancel any Benefit Plan, (ii) in Contract related to the Ordinary Course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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 PlanAcquired Assets; (cj) the Company to issueTransfer, sell assign or grant options, warrants any license or rights to purchase or subscribe to, enter into any arrangement or contract with respect to the issuance or sale sublicense of any Equity InterestsIntellectual Property Rights; (dk) Incur any Indebtedness or incur or become subject to any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable LawLiability; (el) the Company to effect Suffer any merger, consolidation recapitalization, reclassification, stock split extraordinary losses or like change in its capitalizationwaive any rights of material value; (fm) Abandon, permit to lapse or fail to renew any of the amendment Acquired Trademarks or modification Acquired Intellectual Property (n) Settle or termination of compromise any Material Contract Proceeding related to the Acquired Assets in which the Seller (or adoption an Affiliate thereof) is a defendant (whether or entering into a new contract that would have been a Material Contract if adopted or entered into not commenced prior to the date hereof) or settle, except pay or compromise any claims not required to be paid, in each case (i) in the Ordinary Course of Business or as required by applicable Law, (ii) any such activity otherwise permitted pursuant case if doing so would reasonably be expected to another clause materially and adversely impact the ability of this Section 4.1, or (iii) as otherwise the Seller to consummate the transactions contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10)Agreement; (go) the Company (or, Take any action that would reasonably be likely to the extent it would constitute an Assumed Liability, have a Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverageAdverse Effect; or (mp) any agreement Agree or commitment by Seller commit, whether in connection with the conduct of the Business writing or otherwise, to do take any of the foregoingactions specified in the foregoing clauses.

Conduct of the Business. From the date hereof until the earlier Closing Date, except as would constitute a violation of Applicable Law, as set forth on Section 5.01 of the Closing or the termination of this Agreement in accordance with its termsBaker Hughes Disclosure Schedule, except for (i) as 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 by Partner in writing by Buyer, (which consent shall not be unreasonably conditioned, withheld or delayed), Seller and its Affiliates Baker Hughes shall use its commercially reasonable efforts to cause conduct the Baker Hughes Contributed Business to be conducted in all material respects in the Ordinary Course ordinary course consistent with past practice and shall use its commercially reasonable efforts to preserve intact the business organizations and relationships with third parties and to keep available the services of Business and Seller the present employees of the Baker Hughes Contributed Business. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except as would constitute a violation of Applicable Law, as set forth on Section 5.01 of the Baker Hughes Disclosure Schedule, as contemplated by this Agreement or as consented to by Partner in writing (which consent shall not permitbe unreasonably conditioned, withheld or delayed), Baker Hughes will not: (a) the Company to amend its certificate of incorporation or by-laws acquire (or other comparable Organizational Documents); (b) except (i) as may be required by any Benefit Plan, (ii) in the Ordinary Course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) 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 any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any material assets, securities, properties, interests or otherwisebusinesses for the conduct of the Baker Hughes Contributed Business or the Company, other than in the ordinary course of business consistent with past practice; (b) make any material modification to a facility related to the Baker Hughes Contributed Business or otherwise incur capital expenditures in excess of $150,000 in the aggregate, except in accordance with the capital expenditures plan set forth on Section 5.01(b) of the Baker Hughes Disclosure Schedule, and Baker Hughes will comply in all material respects with such capital expenditures plan; (c) sell, lease, license or otherwise dispose of or fail to maintain, enforce or protect any material Baker Hughes Transferred Assets (for the avoidance of doubt, other than dispositions of consumables in the ordinary course of business and dispositions of any other assets in an aggregate amount not to exceed $500,000); (d) sell, assign, transfer, lease, grant a license or sublicense to, abandon, permit to lapse or otherwise dispose of any Baker Hughes Transferred IP other than non-exclusive licenses granted in the ordinary course of business consistent with past practice or take, or fail to take, any Person action that could reasonably be expected to result in the loss, expiration, lapse or abandonment of any Baker Hughes Transferred Patent; (e) increase the compensation or benefits of the Baker Hughes Business Employees other than in the ordinary course of business or division thereofas required by Applicable Law or the terms of any Baker Hughes Employee Plan or collective bargaining agreement or settle any material employment-related claims; (f) other than in the ordinary course of business, hire any new Baker Hughes Business Employees or terminate any Baker Hughes Business Employees other than for cause; (g) implement any employee layoffs implicating the WARN Act; (h) sell, issue, lease, exclusively license, grant, pledge or otherwise transfer, or create or incur any Lien on, any shares or other interests of the Company or any of its Subsidiaries; (i) amend the organizational documents, or adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, of the Company or any of its Subsidiaries; (j) make any loans, advances or capital contributions to, or investments in, any other Person with respect to the Baker Hughes Contributed Business, other than in the ordinary course of business consistent with past practice; (k) the Company to: (i) make create, incur, assume 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority otherwise become liable with respect to a material amount any indebtedness for borrowed money with respect to the Baker Hughes Contributed Business or guarantees thereof, except for trade credit or trade payables incurred in the ordinary course of Tax; business consistent with past practice and guarantees of indebtedness incurred under existing credit facilities, which guarantees will be terminated prior to or (vi) file any material Tax Returnas of the Closing; (l) cancel enter into any agreement that limits or reduce restricts the conduct of the Baker Hughes Contributed Business or that could, after the Closing Date, limit or restrict the Company (or any of its Subsidiaries) or any direct or indirect members of the Company (excluding Baker Hughes and its Affiliates other than the Company) from engaging or competing in any line of business, in any location or with any Person or enter into, amend or modify in any material respect or terminate any insurance coverage covering Baker Hughes Transferred Contract or otherwise waive, release or assign any material rights, claims or benefits of the Business, whether through a third party provider or captiveBaker Hughes Contributed Business under any Baker Hughes Transferred Contract, except for commercially reasonable agreements with new customers made at arm’s length and for amendments, terminations or non-renewals in the ordinary course of business consistent with past practices or, if not consistent with past practices, in a fashion that is intended to improve the long term profitability of the relationship, including but not limited to improving the prospects for retaining the relationship for a longer period of time; (m) settle any cancellation material litigation, investigation, arbitration, proceeding or other claim involving or against the Baker Hughes Contributed Business other than settlements involving only monetary payment in connection an amount not to exceed $250,000 individually or $500,000 in the aggregate, or any litigation, arbitration, proceeding or dispute that relates to the transactions contemplated hereby or by any Ancillary Agreement; (n) allow any insurance policies covering the Baker Hughes Transferred Assets to lapse unless replaced with the replacements of a policy by a new or successor policy of insurance policies providing substantially similar coverage; or (mo) any agreement agree or commitment by Seller in connection with the conduct of the Business commit to do any of the foregoing.

Conduct of the Business. From (a) During the period from the date hereof until to the earlier of the Closing or the termination of this Agreement in accordance with its termsClosing, except for (i) as 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 5.1 of the Seller Disclosure Letter or as otherwise permitted by the terms of this Agreement and except as may be required under Law, or unless Purchaser shall otherwise agree, Seller shall, and shall cause Seller Sub to, conduct the Business in the usual, regular and ordinary course in substantially the same manner as previously conducted and use, and cause Seller Sub to use, commercially reasonable efforts to keep intact the Business and preserve the relationships of the Business with customers, suppliers, licensors, licensees, distributors, regulatory authorities and other third parties, in each case, who are material to the Business. Without limiting the generality of the foregoing, and except as set forth in Section 5.1 of the Seller Disclosure Letter or as otherwise permitted by the terms of this Agreement and except as may be required under Law, from the date of this Agreement to the Closing, without the prior written consent of Purchaser, neither Seller nor Seller Sub shall: (i) subject any Conveyed Asset to any Lien, other than Permitted Liens; (ii) sell, transfer, lease, sublease, license or otherwise dispose of, or grant any option or rights in, to or under, any Conveyed Assets (other than Intellectual Property), except for the sale of inventory and the disposition of obsolete equipment in the ordinary course of business consistent with past practice; (iii) sell, license or sublicense, or otherwise transfer any rights to any third party under, (A) any Conveyed Intellectual Property or (B) any Intellectual Property that is the subject of the Intellectual Property License Agreement, other than sales, licenses, sublicenses or other transfers of Intellectual Property referred to in this clause (B) that would not be inconsistent with the exclusive license to be granted to Purchaser under such Intellectual Property License Agreement; (iv) enter into any Contract that would have been required to be set forth on Section 3.8(a) of the Seller Disclosure Letter if such Contract had existed as of the date hereof, or terminate, extend or amend any Assumed Contract set forth on Section 3.8(a) of the Seller Disclosure Letter other than extensions and immaterial amendments in the ordinary course of business consistent with past practice; provided however, that Purchaser shall not unreasonably withhold or delay its consent, if Seller requests the consent of Purchaser, in connection with the matters in this Section 5.1(a)(iv); (v) enter into any Employment Agreement or increase the compensation or benefits provided to any Designated Employee, or otherwise requested modify any of the terms or consented conditions of any Designated Employee’s employment, other than as may be required under the terms of any Seller Benefit Plan; (vi) (A) abandon or terminate any clinical trials with respect to LEUKINE sponsored by Seller relating to [*], mucositis or melanoma, other than for safety concerns or in accordance with the terms of existing arrangements with respect to such clinical trials, or (B) terminate Seller’s support of clinical trials sponsored by clinical investigators with respect to LEUKINE; (vii) (A) commence any new clinical trials with respect to LEUKINE sponsored by Seller or (B) make any commitment not set forth on Section 5.1(a)(vii)(B) of the Seller Disclosure Letter to sponsor or support a new clinical trial with respect to LEUKINE; (viii) modify, amend, terminate or permit the lapse of any lease of, or reciprocal easement agreement, operating agreement or other agreement relating to, the real property subject to the Sublease or the Bothell Facility Lease, except modifications or amendments associated with renewals of existing leases in the ordinary course of business consistent with past practice with respect to which modifications or amendments Purchaser shall have the right to reasonably participate; (ix) engage in any practice which is intended to increase, or should reasonably be expected to have the effect of increasing, the levels of inventory of LEUKINE in the distributor or wholesaler channels above historic levels or the levels of LEUKINE sales (including lowering prices, increasing discounts, rebates, allowances and warranties, or making * Confidential Treatment Requested. more favorable return, credit, chargeback or other trade practices or policies), in each case, other than in the ordinary course of business consistent with past practice or in response to changes in market prices or other terms of sale or the trade practices or policies of competitors of Seller; (x) abandon any patents or patent filings or any litigation seeking to enforce Seller’s interest in any Intellectual Property that is the subject of the Assignment of Intellectual Property or the Intellectual Property License Agreement; or (xi) agree, whether in writing by Buyeror otherwise, which consent shall not be unreasonably conditioned, withheld or delayedto do any of the foregoing set forth in clauses (i) through (x) above. (b) Until the Closing, Seller shall, and its Affiliates shall cause Seller Sub to, use commercially reasonable efforts to cause the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permitto: (a) the Company to amend its certificate of incorporation or by-laws (or other comparable Organizational Documents); (b) except (i) upon any material damage, destruction or loss to any tangible Conveyed Asset, apply any and all proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of such Conveyed Asset before such event or, if required, to such other (better) condition as may be required by any Benefit Plan, (ii) in the Ordinary Course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) 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 any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (eii) maintain its level and quality of inventories in the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalizationordinary course of business consistent with past practice; (f) the amendment or modification or termination of any Material Contract or 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (maintain in all material respects its levels of productivity, yield and lot success rate in manufacturing LEUKINE; and maintain compliance with GMP guidelines, including Section 4.9 conducting preventative maintenance of process equipment and Section 4.10);utility systems; and (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the 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 maintain its entire master cell bank and working cell bank in connection with LEUKINE, as well as any claim for a refund of material Taxes or surrender any right available product-specific antibodies, under appropriate storage conditions. (c) Until the Closing, Seller shall consult from time to claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or disputetime with Purchaser, claimat its request, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce developments in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct of the Business to do any of the foregoing.

Conduct of the Business. 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 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 Except as set forth on Schedule 3.23, since the Latest Balance Sheet Date, the Seller has conducted the Business only in Section 2.8 the ordinary course of business consistent with past custom and 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 result in or Section 4.1 cause a Material Adverse Effect. Without limitation of the foregoing and except as set forth on Schedule 3.23, since January 1, 2008, the Seller Disclosure Letter or (iv) as otherwise requested or consented to in writing by Buyer, which consent shall not be unreasonably conditioned, withheld or delayed, Seller and its Affiliates shall use commercially reasonable efforts to cause the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permithas not: (a) accelerated or delayed the Company to amend its certificate provision of incorporation or by-laws (or other comparable Organizational Documents)services, in a 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 for Liens for current property taxes not yet due and payable; (ic) 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 Assumed Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, granted any license or sublicense of any rights under or with respect to any Assumed Proprietary Rights or other intangible assets; (d) made or granted any increase in, or amended (except as may be required by law) or terminated, any Benefit Planexisting plan, (ii) in the Ordinary Course of Business program, policy or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business Employee of any material increase in compensation or benefitsarrangement, including severance any Employee Benefit Plan or termination pay or adopt, entry into or the material amendment of any Seller Plan; (c) 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 adopted any new Employee Benefit Plan or sale of arrangement, or entered into, modified or terminated any Equity Interests; (d) any material change to the accounting policies new collective bargaining agreement or practices presently used by the Company or the Business, except as required by GAAP or applicable Lawmultiemployer plan; (e) undertaken any employee layoffs that could implicate the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalizationWARN Act; (f) made any loans or advances to, or guarantees for the amendment or modification or termination of any Material Contract or adoption or entering into a new contract that would have been a Material Contract if adopted benefit of, or entered into prior to any transaction with any stockholder, partner, employee, officer or director of 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 Seller other than regular salary and Section 4.10)expense reimbursement payments; (g) the Company (orsuffered any extraordinary loss, damage, destruction or casualty loss to the extent it would constitute an Assumed Liability, Seller Business or waived any rights of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness for borrowed money value in excess of $100,00050,000, other than any indebtedness for borrowed money that will be repaid, settled and/or as to which whether or not covered by insurance and whether or not in the Company will be released from obligations thereunder pursuant to Section 1.1ordinary course of business; (h) received written notification that any material customer or supplier will stop or materially decrease in any respect the salerate of business done with the Seller or the Business, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory)respectively; (i) the Business to make entered into any capital expenditures or commitments for capital expendituresother material transaction, other than (i) in the Ordinary Course ordinary course of Business or (ii) made in response to a current risk of personal injury or damage to property;business consistent with past custom and practice; or (j) the Company committed to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct of the Business to do any of the foregoing.

Conduct of the Business. (a) From the date hereof until the earlier Closing Date, the Company shall carry on its and its Subsidiaries' respective businesses according to their ordinary and usual course of business and substantially in the same manner as heretofore conducted; provided that the Company may use all available cash to repay any Indebtedness prior to the Closing. (b) From the date hereof until the Closing or the termination of this Agreement in accordance with its termsDate, except as otherwise provided for (i) as 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 the Buyer, which consent the Company shall not be unreasonably conditioned, withheld or delayed, Seller and its Affiliates shall use commercially reasonable efforts to cause the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permit: (a) the Company permit any Subsidiary to amend its certificate of incorporation or by-laws (or other comparable Organizational Documents); (b) except (i) as may be required by any Benefit Plan, (ii) in the Ordinary Course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) the Company to issue, sell or grant optionsdeliver any of its capital stock or any of its Subsidiary's capital stock or issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to purchase subscribe for, any of its capital stock or subscribe to, enter into any arrangement or contract with respect to the issuance or sale of any Equity Interests; its Subsidiary's capital stock; (dii) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock equity dividend, equity split or like change in its or any Subsidiary's capitalization; ; (fiii) amend its or any Subsidiary's governing organizational documents; (iv) declare or pay any dividends or make any distributions with respect to the amendment Company's capital stock; (v) make any redemption or modification purchase of any of the Company's capital stock; (vi) enter into any Contract in excess of $250,000 or that has a term of, or requires the performance of any obligations by the Company or its Subsidiaries over a period in excess of, one year or that would otherwise constitute a Material Contract or for which the obligations thereunder would constitute Management Closing Costs; (vii) engage in any transactions with any Related Party that is not terminable at will by the Company or its Subsidiaries, without notice, penalty or premium or for which the obligations thereunder would constitute Management Closing Costs; (viii) amend in any respect any Material Contract that would materially and adversely affect the use and enjoyment of such Contract by the Buyer, or terminate any of the Material Contracts (except with respect to purchase orders or termination of Material Contracts caused by the termination or default of any party to such Contracts other than the Company or its Subsidiaries), or waive, settle, modify, compromise or cancel any debt or material right, claim or privilege arising under any Material Contract or adoption or entering into a new contract that would have been a Material Contract if adopted or entered into prior to the date hereof, Contract; (ix) except in each case (i) in the Ordinary Course ordinary course of Business business consistent with past practice, or except as required by applicable LawLaw or the terms of any existing Contract, (ii) increase the salary, wage, rate of compensation or benefits of, any current or former employee, consultant or director of the Company or its Subsidiaries or enter into any Contract or other binding commitment in respect of any such activity otherwise permitted pursuant to another clause of this Section 4.1increase, or (iii) as otherwise contemplated amend, adopt or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) terminate any Plan covering current or former employees, consultants or directors of the Company or its Subsidiaries or enter into any negotiation in respect of or enter into any collective bargaining agreement covering employees of the Company or its Subsidiaries or grant any equity or equity based awards; provided, that with respect to any individual, such ordinary course increases shall not exceed seven percent (or7%) of such individual's annual base salary; (x) hire, fire promote or otherwise change the employment status of any employees with an annual base salary in 2005 equal to or greater than $75,000, any officers or directors; (xi) incur by or on behalf of the extent it would constitute an Assumed Liability, Seller Company or any of its Affiliates) to incurSubsidiaries of any material obligations or material liabilities (including Indebtedness), createwhether absolute, assume accrued, contingent or otherwise become liable for any indebtedness for borrowed money in excess (including liabilities as a guarantor or otherwise with respect to obligations of $100,000others), other than any indebtedness for borrowed money that will be repaid, settled and/or as to which the Company will be released from liabilities and obligations thereunder pursuant to Section 1.1; (h) the sale, assignment, transfer, conveyance, lease or other disposal of any properties, rights or assets of the Business other than assets sold or disposed of incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (xii) change any of its accounting methods, principles or which are otherwise immaterial to the Business practices, except as may be required by GAAP, (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the Company to: (ixiii) make or change any material Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting or Tax accounting period; (ii) makeaccounting, changefile any amended Return, rescind or revoke any material election in respect of Taxes; (iii) enter into any closing agreement agreement, settle any tax claim or other similar agreement in respect of a material amount of Taxes; (iv) file any claim for a refund of material Taxes or assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, if any such action could reasonably be expected to have the effect of materially increasing the Tax liability of the Company, any Subsidiary of the Company, the Buyer or any Affiliate of the Buyer in any Post-Closing Tax Period, (xiv) sell, lease, transfer, distribute or otherwise dispose of or abandon any of its material refund property or credit of Taxes or other material Tax benefitassets; (vxv) settle enter into, modify or compromise or dispute, claimterminate, or assessment with commit any act or permit or suffer to occur any circumstance which would constitute a Governmental Authority with respect to a material amount of Tax; or (vi) file default under any material Tax Return; Permits or Material Contracts; (lxvi) cancel cause, permit, allow or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct of the Business to do suffer any of the foregoingassets of the Company or any Subsidiary to violate any Law or to become subjected to any Lien, other than permitted Encumbrances, or (xvii) agree to take any of the foregoing actions. For the avoidance of doubt, nothing herein shall limit or restrict the Company's ability to use cash to pay down the balance of any Indebtedness prior to the Closing; provided that any such paydown of Indebtedness shall not reduce the actual cash on the Company's books below $100,000.

Conduct of the Business. From Except as set forth in Section 6.1 of the Disclosure Schedule, the Sellers and the Company hereby covenant and agree that, from the date hereof until the earlier of the Closing or the earlier termination of this Agreement in accordance with its terms, each of the Sellers will, and will cause the Company to, except as otherwise contemplated hereby or approved in writing by the Purchaser, (i) conduct the Business only in the ordinary course, consistent with past practice in substantially the same manner heretofore conducted, (ii) use their commercially reasonable efforts to preserve substantially intact its present business organization and the present material commercial relationships with Persons with whom it does business and (iii) not do any of the following: (a) enter into any contract or commitment which, if entered into prior to or as of the date of this Agreement, would be required to be set forth on Section 3.19 of the Disclosure Schedule, or materially amend, modify or terminate any Material Contract or waive, release or assign any material rights or claims thereunder, in each case, other than in the ordinary course of business consistent with past practices; (b) declare, pay, make or agree to make or otherwise effectuate any distributions, redemptions, repurchases or other similar transaction involving its equity interests or make any distribution of assets (other than cash distributions, the aggregate effect of which would not result in the Closing Cash Balance being less than $2,950,000); (1) issue, sell, transfer, pledge, grant, dispose of, encumber or deliver (whether through the issuance or granting of any options, warrants, commitments, subscriptions, rights to purchase or otherwise) any securities of any class or any equity interests of the Company convertible into or exercisable or exchangeable for voting or equity interests of any class (except for the issuance of certificates in replacement of lost certificates) or (i2) adjust, split, combine or reclassify any of its equity interests; (d) acquire or agree to acquire in any manner (whether by merger or consolidation, the purchase of an equity interest in or a material portion of the assets of or otherwise) any business or any corporation, partnership, association or other business organization or division thereof of any other Person; (e) (A) increase the base salary, wages, bonus opportunity or other compensation or benefits payable or that may become payable or benefits of any current or former employee, manager, officer, director, or consultant of the Company (except (1) for annual, promotion-related or merit-based base salary increases in the ordinary course of business consistent with past practice, (2) as otherwise required by the terms of any Benefit Plan or (3) as required by Law) or pay any bonus or special remuneration (whether in cash, equity or otherwise) to any employee, officer, director, or consultant (iiexcept for quarterly or annual bonuses in the ordinary course of business); (B) establish, adopt, enter into, amend or terminate any Emergency MeasuresBenefit Plan (or any benefit plan, (iii) agreement, program, policy, commitment or other arrangement that would be a Benefit Plan if it were in existence as of the date of this Agreement), except as contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10) or to the extent required by applicable Law or the Ancillary Agreements terms of a collective bargaining agreement; (C) grant, increase or as set forth enter into any agreement which provides for, change-in-control, severance or retention pay, or equity or equity-based compensation, in Section 2.8 each case with respect to any current or Section 4.1 former employees, managers, officers, directors or consultants of the Seller Disclosure Letter Company; (D) except as specifically provided herein, take any affirmative action to accelerate the vesting of any outstanding awards of equity or equity-based compensation; (E) except for the hiring or engagement of non-officer employees or individual independent contractors in the ordinary course of business, each of whom has aggregate annual base compensation that is not in excess of $125,000, hire or engage any employee or individual independent contractor of the Company; (F) terminate without “cause” any employee, director or consultant of the Company; or (ivG) forgive or discharge (except as otherwise requested a result of any payments hereunder) in whole or consented in part any outstanding loans or advances to in writing by Buyerany present or former employee, which consent shall not be unreasonably conditionedofficer, withheld director or delayed, Seller and its Affiliates shall use commercially reasonable efforts to cause the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permit: (a) the Company to amend its certificate of incorporation or by-laws (or other comparable Organizational Documents)consultant; (bf) except adopt any amendments to their organizational and governing documents; (g) merge or consolidate with or into any other Person or dissolve or liquidate; (h) make any loan to, or enter into any transaction with any equity holders of the Company or any present or former officers, directors, managers, or employees of the Company, or with any of the Sellers or their members or Affiliates or any immediate family members of the foregoing; (i) as may be required by any Benefit Planmortgage, (ii) in the Ordinary Course of Business pledge or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant subject to any Business Employee Lien, other than Permitted Liens, any of any its material increase in compensation or benefits, including severance or termination pay or adopt, entry into or the material amendment of any Seller Planassets; (cj) enter into any lease or agreement under with the Company is the lessee of, or hold or operates, any material real or personal property owned by any other party; (k) incur or assume any long-term indebtedness for borrowed money, assume, guarantee, endorse or otherwise become liable or responsible for the obligations of any other Person, in each case, in excess of $100,000 in the aggregate; (l) acquire (including by merger, consolidation or the lease or acquisition of any equity interest or assets) any assets except for (1) acquisitions of inventory, supplies and equipment in the ordinary course of business consistent with past practices and (2) other assets with a purchase price, in the aggregate, of less than $100,000. (m) lease, sell, pledge, assign or otherwise dispose of any assets (other than Intellectual Property, which is addressed in Section 6.1(n) below), except for assets with a purchase price, in the aggregate, of less than $75,000 or the disposal and replacement of obsolete and worn equipment or the disposal of personal property that is no longer material to issuethe conduct of the business of the Company; (n) sell, sell assign, transfer, subject to a Lien, license, abandon, permit to lapse or grant optionsotherwise dispose of any Intellectual Property of the Company, warrants with the exception of licenses to the Copyright Works granted in the normal course of business to customers of the Company pursuant to a written license agreement; (o) enter into any new line of business outside of the Business of the Company as presently conducted; (p) make any capital investment in, or rights to purchase any loan or subscribe advance to, any other Person, in excess of $100,000 in the aggregate; (q) commence or settle any material claim, action or proceeding, except in the ordinary course of business consistent with past practices; (r) make any settlement of or compromise any Tax liability of the Company make any new Tax election or adopt any new material Tax method of accounting, file any amended Tax Return, enter into any arrangement or contract closing agreement with respect to any Tax, or consent to any extension or waiver of the issuance limitation period applicable to any material Tax claim or sale assessment of any Equity Interests;the Company, provided that the foregoing shall not apply with respect to Income Taxes. (ds) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or 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) change any such activity otherwise permitted pursuant to another clause of this Section 4.1, the accounting principles or (iii) as otherwise contemplated or permitted practices used by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (oror write up, to write down or write off the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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) the sale, assignment, transfer, conveyance, lease or other disposal book value of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or material assets, or otherwise, any Person or business or division thereof; (k) the 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (mt) any agreement agree in writing or commitment by Seller in connection with the conduct of the Business otherwise to do any of the foregoinganything contained in this clause (iii).

Conduct of the Business. From Without the prior written consent of the Buyer, not to be unreasonably withheld, delayed or conditioned, and except as expressly contemplated by this Agreement or any Ancillary Agreement, or as set forth in Section 6.1 of the Seller Disclosure Letter, or as otherwise required by applicable Law, from and after the date hereof of this Agreement until the earlier of the Closing or and the termination of this Agreement pursuant to ARTICLE X, the Seller shall and shall cause its Affiliates to conduct the Business, according to the Seller’s and its Affiliates’ ordinary course of business consistent with past practice in all material respects (provided, that Seller and its Affiliates may take such actions and/or omit to take actions in connection with winding down the operations of the Business as it deems reasonably necessary so long as such actions (a) would not violate the terms of the License if such actions were taken after Closing and (b) do not adversely impact (i) the ability of the Seller and its Affiliates to consummate the transactions contemplated hereby, (ii) the Juicy IP Assets, (iii) the Juicy Acquired Contracts, (iv) the goodwill of the Business or (v) the Company’s ability to license the Juicy IP Assets following Closing). For the avoidance of doubt, nothing herein shall prevent the Seller or its Affiliates from terminating leases, assigning leases or subleases or converting leased retail space consistent with the terms of the License or from exercising any and all rights to terminate, kick-out or not renew any lease in accordance with its terms. Moreover, nothing herein shall require the Seller to perform any remodeling, renovations or other capital expenditures with respect to the Business or to renew or extend any real property leases. Without limiting the generality of the foregoing, without the prior written consent of the Buyer, not to be unreasonably withheld, delayed or conditioned, and except for (i) as required by Law, (ii) any Emergency Measures, (iii) as expressly contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10) or the any Ancillary Agreements Agreement, or as set forth in Section 2.8 or Section 4.1 6.1 of the Seller Disclosure Letter Letter, or (iv) as otherwise requested or consented to in writing by Buyer, which consent shall not be unreasonably conditioned, withheld or delayed, Seller and its Affiliates shall use commercially reasonable efforts to cause the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permit: (a) the Company to amend its certificate of incorporation or by-laws (or other comparable Organizational Documents); (b) except (i) as may be required by any Benefit Plan, (ii) in the Ordinary Course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) 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 any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or 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 from and after the date of this Agreement until the earlier of the Closing Date and the termination of this Agreement pursuant to another clause of this Section 4.1ARTICLE X, or the Seller shall not and shall cause its Affiliates not to (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (or, in each case solely to the extent it would constitute an Assumed Liabilitysuch action affects the Juicy IP Assets or, Seller or any in the case of its Affiliates) to incursubsections (a), create(b), assume or otherwise become liable for any indebtedness for borrowed money in excess of $100,000(c), other than any indebtedness for borrowed money that will be repaid(d), settled and/or as to which the Company will be released from obligations thereunder pursuant to Section 1.1; (h) the sale), assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) ), the 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct of the Business to do any of the foregoing.Company):

Conduct of the Business. (a) From the date hereof until the earlier Closing Date, the Company shall conduct its business in the ordinary course of business and use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Closing or Company and to preserve the termination rights, franchises, goodwill and relationships of this Agreement its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company in accordance with its termsall material respects, except for (i) as required by Law, unless Acquiror shall have consented in writing (which consent will not be unreasonably withheld or delayed) or (ii) as otherwise contemplated hereby; provided, however, that (x) no action by the Company with respect to matters specifically addressed by any Emergency Measuresother provision of this Section 6.1 shall be deemed a breach of this Section 6.1(a), unless such action would constitute a breach of one 39 WA 4941984.13 WCSR 32390522v12 or more of such other provisions and (iiiy) the Company's failure to take any action prohibited by Section 6.1(b) and to which the Acquiror has refused to consent shall not be a breach of this Section 6.1(a). (b) From the date hereof until the Closing Date, except as contemplated or set forth on Schedule 6.1, as otherwise expressly permitted by this Agreement (including Section 4.9 and Section 4.10) or the Ancillary Agreements Agreement, 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, Acquiror (which consent shall will not be unreasonably conditioned, withheld or delayed), Seller and its Affiliates the Company shall use commercially reasonable efforts to cause the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permitnot: (ai) borrow any material amount or incur any material liabilities (other than liabilities incurred in the Company to amend its certificate ordinary course of incorporation or by-laws business, liabilities under Contracts entered into in the ordinary course of business and borrowings from banks (or other comparable Organizational Documentssimilar financial institutions) incurred to meet ordinary course working capital requirements and liabilities under this Agreement); (b) except (i) as may be required by any Benefit Plan, (ii) in the Ordinary Course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) the Company to issue, sell or grant optionsdeliver any shares of its capital stock, or issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to purchase or subscribe tofor, enter into any arrangement or contract with respect to the issuance or sale shares of any Equity Interestsits capital stock; (diii) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock dividend, stock split or like change in its capitalization; (fiv) the amendment amend its articles of incorporation or modification bylaws; (v) make any redemption or termination purchase of any Material Contract or adoption or entering into a new contract that would have been a Material Contract if adopted or entered into prior shares of its capital stock (other than with respect to the date hereof, except in each case (i) in repurchase of shares of Common Stock from former employees of the Ordinary Course of Business or as required by applicable Law, (ii) any such activity otherwise permitted Company pursuant to another clause existing agreements or pursuant to the Articles of this Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10Incorporation); (gvi) the Company (orsell, to the extent it would constitute an Assumed Liability, Seller assign or transfer any portion of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness for borrowed money tangible assets 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 1.1200,000; (hvii) the salemake any capital investment in, assignmentor any loan to, transfer, conveyance, lease or any other disposal Person in excess of any 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 the Business (and excluding any Material Assets, other than Inventory)$200,000; (iviii) the Business to make any capital expenditures or commitments therefore in excess of $200,000; (ix) make any loan to, or enter into any other material transaction with, any of its directors, officers and employees; (x) grant any severance or termination pay to any officer or director in excess of $50,000 or adopt any new severance plan; (xi) make any change in its Tax or accounting methods, principles or practices, except as required by concurrent changes in GAAP; (xii) enter into any Contract for capital expenditures, other than (i) in the Ordinary Course purchase of Business real property or (ii) made in response to a current risk of personal injury or damage to lease property; (jxiii) cancel any debts owed to or claims held by the Company other than in the ordinary course of business; 40 WA 4941984.13 WCSR 32390522v12 (xiv) except as otherwise provided in the Special Indemnity Side Letter, prepare, file or amend any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods, and in any such case shall act only consistent with applicable Legal Requirements; (xv) agree to settle any legal proceedings that would subject the Company to divest injunctive or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereofother equitable relief; (kxvi) take any of the Company to: (i) make or change any material method of Tax accounting or Tax accounting period; (ii) makeactions described in Sections 4.15(b)(ii), 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), (x), (xii), (xiv), (xv), (xvi), (xx) file any claim for a refund of material Taxes or surrender any right to claim a material refund or credit of Taxes or other material Tax benefit; through (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coveragexxviii); or (mxvii) any agreement agree, in writing or commitment by Seller in connection with the conduct of the Business otherwise, to do take any of the foregoingactions described in this Section 6.1.

Conduct of the Business. From Stanhome agrees that, between the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its termsand the Closing, except for as (i) as required otherwise contemplated by Lawthis Agreement, (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 4.5 of the Seller Disclosure Letter Schedule or (iviii) as otherwise requested or consented to by the Buyer in writing by Buyer, which consent shall not be unreasonably conditioned, withheld or delayed, Seller and its Affiliates writing: (a) Stanhome shall use commercially all reasonable efforts to cause the Business business operations of the Group to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permit: (a) to preserve intact the Company Group's organization in all material respects, subject to amend its certificate of incorporation or by-laws (or other comparable Organizational Documents)certain rights to be granted to the Buyer pursuant to the Supply Agreement; (b) except Other than as part of or in connection with the Spanish Transfer, an Interim Distribution, the Italian Stock Transfer, the XXXX Transaction, the Stanlar Transaction, the provision of key employee incentives as described in Section 4.27 hereof or the dissolution or liquidation of the Liquidating Subsidiaries (as defined below), Stanhome shall not, and shall cause the Group Subsidiaries not to: (i) as may be required sell, lease, transfer or otherwise dispose of any material tangible assets or property of any of the Group Subsidiaries, except in the Ordinary Course of Business, or waive or release any rights of material value related to the business of the Group, or cancel, compromise, release or assign any material debt or material claim of value relating to the business of the Group or indebtedness owed to any of the Group Subsidiaries or any claims held by any Benefit Planof the Group Subsidiaries, except in any such case in the Ordinary Course of Business; (ii) mortgage, pledge or subject to any Lien any of the assets, property or income of any of the Group Subsidiaries outside of the Ordinary Course of Business; (iii) make (or commit to make) capital expenditures on behalf of any of the Group Subsidiaries in an amount in excess of US$200,000, except in the Ordinary Course of Business; (iv) assign, transfer or grant any licenses or sublicenses or other rights to use any of the Intellectual Property other than in the Ordinary Course of Business or (iii) in connection with enter into any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, material settlement regarding the grant to any Business Employee breach or infringement of any Intellectual Property owned, used or licensed by any of the Group Subsidiaries, or modify any material increase in compensation or benefits, including severance or termination pay or adopt, entry into or existing rights with respect thereto outside of the material amendment Ordinary Course of any Seller PlanBusiness; (cv) institute, settle or agree to settle any litigation, action or proceeding before any court or Governmental Entity involving any Group Subsidiary outside of the Company Ordinary Course of Business; (vi) make any material purchase commitment for the business of the Group in excess of the normal requirements of the Group Subsidiaries or at any price materially in excess of the then current market price of the assets being purchased, or make any change in the selling, pricing, advertising, distribution, marketing, warranty or personnel practices of the Group, in each case outside of the Ordinary Course of Business; (vii) incur (A) any indebtedness for money borrowed on behalf of the Group Subsidiaries in excess of US$500,000 in the aggregate or (B) any liability or obligation of any of the Group Subsidiaries, direct or indirect, whether accrued, absolute, contingent or otherwise, in excess of US$500,000 in the aggregate, except for indebtedness, liabilities and obligations arising in the Ordinary Course of Business; (viii) assume, guarantee, endorse or otherwise become, on behalf of any of the Group Subsidiaries, responsible for the obligations of any other Person other than a Group Subsidiary in excess of US$20,000 or make any loans or advances to any Person other than a Group Subsidiary in excess of US$200,000 in each case except in the Ordinary Course of Business; (ix) amend any of the Organizational Documents of any of the Group Subsidiaries; (x) issue, pledge or otherwise encumber or sell any shares of capital stock of any of the Group Subsidiaries, or issue, sell or grant optionscreate any securities convertible into or exchangeable for, or options or other rights with respect to, or warrants to purchase or rights to purchase or subscribe to, any shares of capital stock of any of the Group Subsidiaries or enter into any arrangement agreement obligating it to do any of the foregoing; (xi) declare, set aside, pay or contract make any dividend or other distribution with respect to the issuance or sale capital stock of any Equity Interestsof the Group Subsidiaries, whether payable in cash, stock or property or redeem any shares of capital stock of any of the Group Subsidiaries or make any other distributions with respect to capital stock of any of the Group Subsidiaries or the holders thereof payable in stock or property; (dxii) split, combine or reclassify any material change to outstanding securities of any of the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable LawGroup Subsidiaries; (exiii) directly or indirectly, redeem, purchase or otherwise acquire any shares of capital stock of any of the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalizationGroup Subsidiaries; (fxiv) the amendment or modification or termination enter into any collective bargaining agreements on behalf of any Material Contract of the Group Subsidiaries; (xv) enter into or adoption terminate any other contracts to which any of the Group Subsidiaries is a party, other than contracts between Stanhome and any of the Group Subsidiaries, with respect to which the aggregate amount reasonably expected to be received or entering into paid thereunder in the future exceeds US$200,000 (or is in excess of US$100,000 per annum); (xvi) fail to use reasonable efforts to prevent any insurance policy naming a new contract that would have been Group Subsidiary as a Material Contract if adopted beneficiary or entered into prior a loss payable payee to be canceled or terminated or any of the date hereofcoverage thereunder to lapse, except unless simultaneously with such termination or cancellation replacement policies providing substantially the same coverage are in each case full force and effect; (ixvii) increase in any manner the compensation or fringe benefits (other than compensation increases made in the Ordinary Course of Business and related changes in fringe benefits) of any employees of a Group Subsidiary, or pay or agree to pay any pension or retirement allowance, life insurance premiums or other benefit payments not required by any existing written employment agreement or plan to any such employees of a Group Subsidiary, commit itself to or amend in any material respect, make material variations in or material waivers with respect to, any employment agreement or plan with or for the benefit of any employee of a Group Subsidiary institute or adopt any compensation or benefit program, plan or arrangement for employees of a Group Subsidiary, in any such case, other than as required by in order to comply with any applicable Lawlaw; (xviii) enter into any supply, franchise, distribution, maintenance or preferred supplier agreement on behalf of any of the Group Subsidiaries with respect to which the aggregate amount reasonably expected to be received or paid thereunder in the future exceeds US$200,000 (ii) any such activity otherwise permitted pursuant to another clause of this Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10US$100,000 per annum); (gxix) the Company establish new operations of any Group Subsidiary, including without limitation, establishing branch offices and representation offices and hiring employees at such offices; (or, xx) agree to the extent it would constitute an Assumed Liability, Seller either any real or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness for borrowed money personal property Tax valuation in excess of $100,00020% above the real or personal property Tax valuation, other than as last assessed, or any indebtedness for borrowed money that will be repaid, settled and/or as assessment in excess of US$100,000 with respect to which the Company will be released from obligations thereunder pursuant to Section 1.1real or personal property of any Group Subsidiary wherever located; (hxxi) the sale, assignment, transfer, conveyance, lease institute any material change in accounting policies or other disposal procedures of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captiveGroup Subsidiary, except for any cancellation in connection with the replacements of a policy as required by a new or successor policy of similar coveragelaw; or (mxxii) any enter into an agreement or make any written commitment by Seller in connection with the conduct of the Business to do take any of the foregoingtypes of actions described in paragraphs (i) through (xxi) above.

Conduct of the Business. From Except as set forth in Schedule 5.01 or otherwise contemplated pursuant to this Agreement, from and after the date of this Agreement until the Closing Date, Seller shall, with respect to the Business and the Transferred Assets, except as otherwise agreed to by Buyer, cause the Business to be carried on in the ordinary course in substantially the same manner as currently conducted and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact the Business’ material relationships with customers, suppliers and others having business dealings in the ordinary course with the Business. Except as set forth on Schedule 5.01, without limiting the generality of the foregoing, 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 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, which consent shall not be unreasonably conditioned, withheld or delayedDate, Seller will not, and will not permit its Affiliates shall use commercially reasonable efforts to cause the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permitto: (a) enter into any Contract relating to the Company Business, any Transferred Asset (including the acquisition or disposition of any assets other than inventory and those obsolete) or any Assumed Liability that would be required to amend its certificate be disclosed on Schedule 3.06(a) were it in effect as of incorporation the date hereof, or by-laws (permit any material changes or amendments to any such Contract or any Transferred Contract disclosed on Schedule 3.05(a) or 3.06(a), other comparable Organizational Documents)than any Contracts entered into or changes or amendments made in the ordinary course of business consistent with past practices and those contemplated by this Agreement; (b) except change any method of accounting or accounting practice with respect to the Business, other than those required by GAAP or that are immaterial; (i) as may be required by enter into any Benefit Planemployment, deferred compensation, severance, retirement or other similar agreement with any Business Employee (or amend any such existing agreement), (ii) in the Ordinary Course of grant any severance or termination pay to any Business Employee or (iii) make any material change in connection with any action that applies uniformly to Business Employees and compensation, severance, retirement or other similarly situated employees of Seller and its Affiliates, the grant benefits payable to any Business Employee Employee, other than in the case of any material increase (i), (ii) or (iii) above, (A) in compensation or benefitsthe ordinary course of business consistent with past practice, including severance or termination pay or adoptordinary periodic increases in salary granted generally to Business Employees, entry into or the material amendment of any Seller Plan; (cB) 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 extent required under Applicable Law, (C) grants or sale of any Equity Interestschanges made under the Seller’s Plans that are applicable to Seller’s employees generally and (D) matters for which Seller remains liable; (d) license any Intellectual Property material change to the accounting policies Business or practices presently used by abandon or fail to make any available renewals of any such Intellectual Property, other than licensing of Intellectual Property in the Company or the Business, except as required by GAAP or applicable Lawordinary course of business consistent with past practice; (e) take any actions with respect to the Company Publications or Custom Projects and Meetings that would have the effect of accelerating sales or revenue recognition to effect any mergerpre-Closing period or deferring expenses to any post-Closing period, consolidation recapitalizationin each case; it being understood that finishing a project or a portion thereof ahead of schedule, reclassificationshall not, stock split or like change in its capitalizationand of itself, be deemed to constitute such an action; (f) permit the amendment creation or modification or termination incurrence of any Material Contract Lien upon any material Transferred Asset, other than Permitted Liens or adoption Liens removed on 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10)Closing; (g) the Company (ortransfer any Business Employee to, or permit any Business Employee to the extent it would constitute an Assumed Liabilitybe hired by, any business unit of Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness for borrowed money in excess of $100,000, Seller’s Affiliates (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;Business); or (h) the sale, assignment, transfer, conveyance, lease or other disposal of add any 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 employee hired to perform services with respect to the Business (and excluding any Material Assets, other than Inventory); (ito the list of employees set forth on Schedule 3.13(a) the who are designated as Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captiveEmployees, except for any cancellation as mutually agreed between Seller and Buyer in connection with the replacements of a policy by a new or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct of the Business to do any of the foregoingwriting.

Conduct of the Business. From the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, except for Except (ia) as required by Law, (ii) any Emergency Measures, (iii) as or 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 BuyerAgreement, which consent shall not be unreasonably conditioned, withheld or delayed, Seller and its Affiliates shall use commercially reasonable efforts to cause the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permit: (a) the Company to amend its certificate of incorporation or by-laws (or other comparable Organizational Documents); (b) except (i) as may be required by any Benefit Plan, (ii) in the Ordinary Course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) 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 any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or 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, (c) as required or contemplated by any agreement in effect on the date hereof and disclosed in the Disclosure Schedule or referred to in 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 until the Closing or earlier termination of this Agreement, Seller shall use commercially reasonable efforts to operate the Business in the ordinary course of business and shall not: (a) sell, transfer, license or otherwise dispose of to any third party any of the Acquired Assets (except for the sale of Inventory in the ordinary course of business); (b) with respect to the Business Employees, (i) increase the compensation payable or to become payable to such employees outside the ordinary course of business, or (ii) grant any bonus, severance, retention or termination pay to any Business Employee that would be an Assumed Liability; (c) enter into a collective bargaining agreement or other labor union agreement with respect to Business Employees; (d) other than in the ordinary course of business, terminate any Transferred Contract, or make any material amendment to or waive any material right or remedy under any such activity otherwise permitted pursuant Transferred Contract; (e) (i) discharge, settle, compromise, satisfy or consent to another clause any entry of this Section 4.1any Order with respect to, any Proceeding that (A) results in any material restriction on the Business or the Product or (B) results in a liability of the Business 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) as otherwise contemplated waive, release or permitted by this Agreement assign any material Proceeding; (including Section 4.9 and Section 4.10)f) incur any indebtedness for borrowed money which would constitute an Assumed Liability other than in the ordinary course of business or result in a lien on any Acquired Asset; (g) the Company (or, make any commitment for capital expenditures with respect to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness for borrowed money Business which are in excess of $100,000, other than any indebtedness for borrowed money that will be repaid, settled and/or as to which 250,000 individually or $500,000 in the Company will be released from obligations thereunder pursuant to Section 1.1;aggregate; or (h) the saleagree, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, writing or otherwise, any Person or business or division thereof; (k) the 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct of the Business to do take any of the foregoingforegoing actions.

Conduct of the Business. From (a) __During the period from the date hereof until to the earlier Closing, the Company shall, except as otherwise expressly 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 Closing or Business, keep available the termination services of this Agreement 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 its termspast practice inoperable or worn out assets with assets of comparable quality and, except in the event of a casualty, loss or damage to any of such assets or properties prior to the Closing Date for (i) as required by Law, (ii) any Emergency Measures, (iii) as contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10) which the Company is insured or the Ancillary Agreements 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 of 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, and except as set forth in Section 2.8 Schedule 4.1 or Section 4.1 as otherwise expressly provided in this Agreement, from the date of this Agreement to the Closing, the Company shall not, without the prior written consent of the Seller Disclosure Letter or Parent (iv) as otherwise requested or consented to in writing by Buyer, which consent shall not be unreasonably conditioned, withheld or delayed, Seller and its Affiliates shall use commercially reasonable efforts to cause the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permit:): (ai) the Company amend or propose to amend its certificate of incorporation or by-by- laws (or other comparable Organizational Documentssimilar organizational documents); (bii) 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; (iiii) 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 of business or as may be required by any Benefit Plan, (ii) in the Ordinary Course of Business applicable law or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) 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 any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or 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 existing contractual arrangements or as required by applicable Law, (ii) any such activity otherwise permitted pursuant necessary to another clause of this Section 4.1, or (iii) as otherwise contemplated or permitted by carry out this Agreement (including Section 4.9 and Section 4.104.4); (gvii) enter into or amend any employment or severance agreement with any employee, adopt, enter into or amend any collective bargaining agreement, except in the Company ordinary course of business or as may be required by applicable Law or existing contractual arrangements; (orviii) enter into, to amend, accelerate or terminate any contract except in the extent it would constitute an Assumed ordinary course of business or as contemplated by this Agreement; (ix) engage in any transactions with Affiliates other than in the ordinary course of business; (x) make any Tax elections or settle or compromise any Tax Liability, Seller or any of its Affiliates; (xi) to incurother than as contemplated under this Agreement and the Related Documents, create, assume establish or otherwise become liable for acquire any indebtedness for borrowed money in excess Subsidiary or acquire or agree to acquire by merging or consolidating with, or by purchasing any material portion of $100,000the capital stock or assets of, or by any other than manner, any indebtedness for borrowed money that will be repaidbusiness or any corporation, settled and/or as to which the Company will be released from obligations thereunder pursuant to Section 1.1; (h) the salepartnership, assignment, transfer, conveyance, lease association or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business organization or division thereof; (kxii) delay or postpone the Company to: (i) make payment of accounts payable and other obligations and liabilities or change any material method accelerate the collection of Tax accounting or Tax accounting period; (ii) makeaccounts receivable, change, rescind or revoke any material election other than in respect the ordinary course 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment business consistent with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coveragepast custom and practice; or (mxiii) other than in the ordinary course of business, take or cause to be taken any agreement action which is designed or commitment by Seller in connection 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 conduct Company after the date of this Agreement as were maintained with the Business Company prior to do any the date of the foregoingthis Agreement.

Conduct of the Business. From the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its termsuntil the Closing Date, except for (i) as required by Law, (ii) any Emergency Measures, (iii) as contemplated or permitted by this Agreement (including Section 4.9 Parent 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, which consent shall not be unreasonably conditioned, withheld or delayed, Seller covenant and its Affiliates shall use commercially reasonable efforts to cause agree that the Business to shall be conducted in all material respects in the Ordinary Course of Business only in, and Parent and Seller shall not permittake any action except in, the ordinary course of business and in a manner consistent with past practice; and Parent and Seller shall use their best efforts to preserve substantially intact the business organization of Seller, to keep available the services of the current officers, employees and consultants of Seller and to preserve the current relationships of Seller with customers, suppliers and other persons with which Seller has significant business relations. Parent and Seller shall promptly notify Buyer of any event or occurrence not in the ordinary course of business of Seller, and any event of which Seller is aware which reasonably would be expected to have a Material Adverse Effect on Seller (even if the likelihood of such event has previously been disclosed or could result from any item set forth in the Seller Disclosure Schedule). Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or disclosed in the Seller Disclosure Schedule, Seller shall not, from the date of this Agreement until the Closing Date, directly or indirectly, do or propose to do any of the following without the prior written consent of Buyer: (a) Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) with respect to any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the Company issuance of any other securities in respect of, in lieu of or in substitution for shares of their capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors and consultants in accordance with agreements providing for the repurchase of shares at cost in connection with any termination of service to amend its certificate of incorporation or by-laws (or other comparable Organizational Documents)Seller; (b) except (i) as may be required by Issue, deliver, sell, or purchase any Benefit Plan, (ii) in the Ordinary Course shares of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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 Planstock; (c) Cause or permit any amendments to their organization documents that would have an adverse effect on 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 any Equity InterestsTransaction; (d) Enter into any material change to commitment or transaction not in the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Lawordinary course of business; (e) the Company Terminate any employees or gxxxx xxxxxxxxx or termination pay to effect any mergerdirector, consolidation recapitalizationofficer, reclassification, stock split employee or like change in its capitalizationconsultant; (f) the amendment Enter into any transaction with their officers, directors or modification shareholders or termination of any Material Contract or 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10)their Affiliates; (g) Amend or otherwise modify the Company material terms of any Seller Contract or Governmental Approval; (orh) Transfer to any person or entity any rights to any of their Intellectual Property Rights; (i) Sell, lease, license or otherwise dispose of any of its assets outside of the ordinary course of business; (j) Commence a Proceeding other than for the routine collection of bills; (k) Acquire or agree to acquire by merging, consolidating or entering into a joint venture arrangement with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the extent it would constitute an Assumed Liabilityfinancial condition, results of operations, business or properties of Seller taken as a whole; (l) Adopt, amend or terminate any employee benefit plans, programs, policies or other arrangements, or enter into any employment contract, pay any special bonus or special remuneration to any director, employee or consultant, or increase the salaries or wage rates of its Affiliatestheir employees other than pursuant to scheduled employee reviews under Seller’s normal employee review cycle, or in connection with the hiring of employees other than officers in the ordinary course of business, in all cases consistent with past practice; (m) to incur, create, assume or otherwise become liable for Incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others; (n) Revalue any of its assets, including writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business and consistent with past practice; (o) Pay, discharge or satisfy any Liability, other than the payment, discharge or satisfaction of obligations in the ordinary course of business or liabilities reflected or reserved against in the Financial Statements; (p) Make any material tax election other than in the ordinary course of business and consistent with past practice, change any material tax election, adopt any material tax accounting method other than in the ordinary course of business and consistent with past practice, change any material tax accounting method, file any material tax return (other than any estimated tax returns, payroll tax returns or sales tax returns) or any amendment to a material tax return, enter into any closing agreement, settle any tax claim or assessment, or consent to any extension or waiver of the limitation period, applicable to any tax claim or assessment; (q) Fail to pay or otherwise satisfy its monetary obligations as they become due, except such as are being contested in good faith; (r) Waive or commit to waive any rights with a value in excess of $100,0005,000, other than or forgive any indebtedness for borrowed money that will be repaid, settled and/or as owed to which the Company will be released from obligations thereunder pursuant to Section 1.1Seller; (hs) the saleCancel, assignment, transfer, conveyance, lease materially amend or other disposal of renew any properties, rights or assets of the Business insurance policy other than assets sold or disposed of in the Ordinary Course ordinary course of Business or which are otherwise immaterial to the Business (and excluding any Material Assets, other than Inventory)business; (it) the Business Take any action or fail to make take any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to action that would cause a current risk of personal injury or damage to property;Material Adverse Effect; or (ju) the Company to divest Enter into any contract or acquireagree, by merger, consolidation, acquisition of stock or assets, in writing or otherwise, to take any Person or business or division thereof; (k) of the 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 actions described above 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claimthis Section 6.1, or assessment with a Governmental Authority with respect to a material amount any action that would make any of Tax; their representations or (vi) file any material Tax Return; (l) cancel warranties contained in this Agreement untrue or reduce incorrect in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new prevent them from performing or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct of the Business cause them not to do any of the foregoingperform their covenants hereunder.

Conduct of the Business. From the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its termspursuant to Section 7.01, except for (i) as set forth on Schedule 5.01, otherwise expressly 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, Parent (which consent shall will not be unreasonably conditionedwithheld, withheld conditioned or delayed), Seller the Company will (and will cause its Affiliates shall use commercially reasonable efforts to cause the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permit:Subsidiaries to): (a) use commercially reasonable best efforts to conduct the businesses of the Company to amend and the businesses of its certificate Subsidiaries in the ordinary course of incorporation or by-laws (or other comparable Organizational Documents)business and consistent with past practice; (b) except (i) as may be required by not change any Benefit Planmaterial Tax election of or with respect to the Company or any Subsidiary, (ii) in change any material Tax accounting method of the Ordinary Course Company or any Subsidiary, or consent to the extension of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees waiver of Seller and its Affiliates, the grant limitation period applicable to any Business Employee material Tax claim or assessment with respect to the Company or any Subsidiary, take any other material action outside the ordinary course of the business with respect to Tax matters of the Company or any Subsidiary, or settle or compromise any material increase Tax claim or assessment with respect to the Company or any Subsidiary, in compensation each case if such action would reasonably be expected to have the effect of increasing the Tax liability of the Company or benefits, including severance or termination pay or adopt, entry into or such Subsidiary in a taxable period ending after the material amendment of any Seller PlanClosing Date; (c) not issue, deliver or sell or authorize or propose the issuance, delivery or sale of, or purchase or propose the purchase of, any of the capital stock of the Company to issueor its Subsidiaries, sell or grant optionssecurities convertible into, or subscriptions, rights, warrants or rights options to purchase acquire, or subscribe to, enter into any arrangement or contract with respect to the issuance or sale other contracts of any Equity Interestscharacter obligating it to issue any such shares or other convertible securities; (d) not take any material change action which, if taken, would be required to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law;be disclosed on Schedule 3.06 pursuant to Section 3.06; or (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split take or like change agree in its capitalization; (f) the amendment or modification or termination of any Material Contract or 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume writing or otherwise become liable for any indebtedness for borrowed money in excess of $100,000to take, 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct of the Business to do any of the foregoingactions described in clauses (a) through (d).

Conduct of the Business. (a) From the date hereof until the earlier Closing Date, except as set forth on the attached Conduct of Business Schedule, the Company shall use its commercially reasonable efforts to carry on its and its Subsidiaries’ business according to its ordinary course of business and substantially in the same manner as heretofore conducted (including with respect to general historical practices relating to off balance sheet financing matters, and which may include using available cash to repay any Indebtedness prior to the Closing). (b) From the date hereof until the Closing or the termination of this Agreement in accordance with its termsDate, except as otherwise provided for (i) as 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, which consent the Company shall not, and shall not be unreasonably conditioned, withheld or delayed, Seller and permit any of its Affiliates shall use commercially reasonable efforts Subsidiaries to cause the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permit: (a) the Company to amend its certificate of incorporation or by-laws (or other comparable Organizational Documents); (b) except (i) as may be required by issue or sell any Benefit Planof its units or any of its Subsidiaries’ capital stock or equity securities, (ii) in the Ordinary Course issue or sell any securities convertible into, or options with respect to, warrants to purchase or rights to subscribe for any of Business its units or any shares of its Subsidiary’s capital stock or equity securities, (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) 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 any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock dividend, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or 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, (iiiv) any such activity otherwise permitted pursuant to another clause of this Section 4.1, or (iii) as otherwise contemplated or permitted by this amend the LLC Agreement (including Section 4.9 and Section 4.10); (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incurSubsidiaries’ certificate or articles of incorporation or bylaws (or equivalent organizational documents), create, assume or otherwise become liable for any indebtedness 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle make any redemption or compromise purchase of any of its units or disputeany shares of its Subsidiary’s capital stock or equity securities, claim(vi) except for Tax distributions, declare, set aside, or assessment with a Governmental Authority pay any distributions (whether payable in property or securities) with respect to a material amount of Tax; its equity capital, (vii) liquidate, wind up or dissolve (vior suffer any liquidation or dissolution), (viii) file any material Tax Return; (l) cancel or reduce modify, in any material respect any insurance coverage covering and in comparison to its general historical practice, its lending policies or other material policies relating to the Businesssale and purchase of loans to its off balance-sheet funding entities, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new (xi) agree or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct of the Business commit to do any of the foregoing. (c) From the date hereof until the Closing Date, except as otherwise consented to in writing by Buyer, such consent not to be unreasonably withheld or delayed, the Company shall not, and shall not permit any of its Subsidiaries to, make loans to customers which the Company reasonably believes are not or will not be qualified for sale under the Company’s off balance sheet financing arrangements.

Conduct of the Business. From the date hereof until the earlier Except (1) as may be reasonably advisable to carry out any of the Closing or transactions contemplated by the termination of this Agreement in accordance with its terms, except for (i) as 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 Transaction Documents or as set forth in Section 2.8 or Section 4.1 of the Seller Disclosure Letter or on Schedule ‎5.01, (iv2) as otherwise requested or consented to in writing by Buyer, Buyer (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed), with an email from Txxx Xxxxxxx on behalf of Buyer being sufficient, (3) as expressly permitted pursuant to the Bid Procedures Motion, Bid Procedures Order, and Bid Procedures or this Agreement, (4) as required or approved by the Bankruptcy Code or any Orders entered by the Bankruptcy Court in the Chapter 11 Cases, including, without limitation, any debtor-in-possession financing order or any order permitting the use of cash collateral, (5) as otherwise necessary to comply with applicable Law, or (6) for any actions taken in good faith as reasonably necessary to respond to COVID-19 (provided, that prior to taking (or abstaining from taking) any action pursuant to this clause (6), Seller and its Affiliates shall use commercially reasonable efforts to provide reasonable advance notice to Buyer and consult in good faith with Buyer with respect to the appropriateness of such action or inaction), from the date hereof until the Closing Date, (x) Seller shall use commercially reasonable efforts to conduct the Business in the ordinary course of business and (y) Seller shall cause the Business to be conducted in all material respects in Company not to, and the Ordinary Course of Business and Seller Company shall not permitnot: (a) the Company take any actions with respect to Company’s capital structure or organizational structure, or amend its or otherwise change Company’s certificate of incorporation formation or by-laws (operating agreement or other comparable Organizational Documents)equivalent organizational documents; (b) issue, sell, pledge, transfer, dispose of or otherwise subject to any Encumbrance, except a Permitted Encumbrance, (i) as may be required by any Benefit PlanMembership Interests, or any options, warrants, convertible securities or other rights of any kind to acquire any such Membership Interests, or any other equity or ownership interest in the Company or the Business or (ii) in the Ordinary Course any properties or assets of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) 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 any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, except as required other than sales of inventory or other products by GAAP licensees of the Business in the ordinary course of business; (c) acquire any corporation, partnership, limited liability company, other business organization or applicable Lawdivision thereof or any material amount of assets, or enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar Contract or arrangement; (d) incur any indebtedness or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, or make any loans or advances; (e) enter into, amend, waive, modify or consent to the Company termination of any lease, any material Contract in respect of any Licensed Intellectual Property or any other material Contract of the Company, or amend, waive, modify or consent to effect the termination of the Company’s rights thereunder in any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalizationmaterial respect; (f) permit the amendment or modification or termination lapse of any Material Contract right relating to Owned Intellectual Property (or adoption or entering into any other Intellectual Property that constitutes a new contract Purchased Asset) that would have been a Material Contract if adopted or entered into prior is material 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10);currently conducted; or (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller agree or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct of the Business commit to do any of the foregoing.

Conduct of the Business. From the date hereof until the earlier Closing Date, Sellers shall cause the Corporation to conduct the Business in the ordinary course consistent with past practice and use the Corporation's best efforts to preserve intact its business organization and relationships with third parties and to keep available the services of its present officers and employees. Without limiting the generality of the foregoing, from the date hereof until the Closing or Date, Sellers shall not cause the termination of this Agreement in accordance with its terms, except for Corporation to: (i) Merge or consolidate with any other person or acquire a material amount of assets of any other person, other than pipe, tools and equipment purchased in the ordinary course of the Business; (ii) Sell, lease, license or otherwise dispose of any assets except (a) pursuant to existing contracts or commitments and (b) in the ordinary course of the Business consistent with past practices; or (iii) Make any declaration, setting aside or payment of dividends or distributions in respect (iv) Amend its articles of incorporation, bylaws or other organizational documents; (v) Issue, deliver, sell, pledge or otherwise encumber any shares of capital stock or any securities convertible into, or exchangeable or exercisable for, shares of capital stock; (vi) Except for borrowings under existing credit facilities in the ordinary course of business, (1) incur any obligation for borrowed money or purchase money indebtedness, or (2) make any loan, advance, guarantee, capital contribution or investment in any person; (vii) Make any change in its accounting methods, principles or practices other than as 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, which consent shall not be unreasonably conditioned, withheld or delayed, Seller and its Affiliates shall use commercially reasonable efforts to cause the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permit: (a) the Company to amend its certificate of incorporation or by-laws (or other comparable Organizational Documents)Generally Accepted Accounting Principles; (bviii) Waive the benefits of, or agree to modify, any material confidentiality, standstill or similar agreement; (ix) Except for changes made in the ordinary course of business not involving officers or key employees of the Corporation, increase or otherwise modify (except as contemplated by this Agreement) the compensation of their (ix) Except for existing commitments and capital expenditures as may be required by any Benefit Plan, (ii) necessary to perform obligations under existing contracts or maintain the assets in the Ordinary Course event of damage thereto, make any capital expenditure other than in the ordinary course of the Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) 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 any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness for borrowed money amount 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; (hxi) the sale, assignment, transfer, conveyance, lease Adopt or amend any employee benefit plan or other disposal of compensation arrangement, including, without limitation, any 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 the Business (and excluding any Material Assets, other than Inventory);Employee Plan and (ixii) the Business to make any capital expenditures Agree or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct of the Business commit to do any of the foregoing. Sellers shall not permit the Corporation to (a) take or agree or commit to take any action that would make any representation and warranty of Sellers hereunder inaccurate in any respect at, or as of any time prior to, the Closing Date or (b) omit or agree to commit or omit to take any action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time.

Conduct of the Business. From the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its termsand the Closing Date, except for (ia) as 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 5.1 of the Seller Disclosure Letter Schedules, (b) if Purchaser shall have consented in writing or (ivc) as otherwise requested or consented to in writing contemplated by Buyerthis Agreement, which consent (i) the Company shall not be unreasonably conditioned, withheld or delayed, Seller and conduct its Affiliates shall use commercially reasonable efforts to cause the Business to be conducted in all material respects business in the Ordinary Course of Business and Seller (ii) the Company shall not permitnot: (a) the Company to amend effect any recapitalization, reclassification, equity split, combination or like change in its certificate of incorporation or by-laws (or other comparable Organizational Documents)capitalization; (b) except amend its Organizational Documents; (ic) redeem, purchase, transfer (other than as may be required by provided in this Agreement) or issue any Benefit Planof its capital stock; (d) sell, assign or transfer any portion of its tangible assets; (iie) in enter into (including extensions, other than automatic renewals, at the end of a term), transfer, terminate, amend or modify any material Contract or waive any material rights, or discharge any other party of any material obligation, under any Contract; (f) make any material capital expenditures or commitments therefor; (g) enter into any agreement with any of its managers, officers and employees outside the Ordinary Course of Business or (iii) in connection with any action that applies uniformly except pursuant to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business Employee existing terms of any material increase in compensation or benefits, including severance or termination pay or adopt, entry into or agreement set forth on the material amendment of any Seller PlanDisclosure Schedules; (ch) settle or compromise any Action; (i) incur any Indebtedness, issue any debt securities or assume, grant, guarantee or endorse, or otherwise as an accommodation become responsible for, the Company obligations of any Person; (j) create or incur any Lien on any asset of the Company; (k) make any loan, advance or capital contribution to issueor investment in any Person; (l) acquire or dispose of any real property or any direct interest in any real property; (m) merge or consolidate with any other Person or effect any business combination, sell recapitalization or grant optionssimilar transaction (other than the Transactions); (n) make any change to its financial accounting methods, warrants policies or rights to purchase practices or subscribe to, enter into any arrangement or contract practices with respect to the issuance or sale maintenance of any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Businessbooks of account and records, except as required by GAAP or applicable Law; (eo) the Company to effect make, change or revoke any mergermaterial Tax election, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the Company to: (i) make adopt or change any material method of Tax accounting method, file any amended Tax Return, settle any claim or Tax accounting period; (ii) make, change, rescind or revoke any material election assessment in respect of Taxes; (iii) , consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, enter into any “closing agreement agreement” within the meaning of Section 7121 of the Code (or other any similar agreement in respect provision of a material amount of Taxes; (iv) file state, local or non-U.S. Law), apply for or request any claim for a refund of material Taxes Tax ruling, or surrender any right to claim a material refund or credit of Taxes refund, offset or other material reduction in Tax benefit; liability; (vp) settle fail to pay or satisfy any account payable or other liability; (q) forgive, cancel or compromise any debt or dispute, claim, or assessment with a Governmental Authority with respect to a material amount waive, release or assign any right or claim of Tax; or (vi) file any material Tax Returnvalue; (lr) cancel make any changes in the management of working capital; (s) adopt or reduce in any material respect any insurance coverage covering enter into a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Business, whether through a third party provider or captive, except for any cancellation in connection with Company (other than the replacements of a policy by a new or successor policy of similar coverageTransactions); or (mt) authorize any agreement of, or commitment by Seller in connection with the conduct of the Business agree or commit to do any of the foregoingforegoing actions.

Conduct of the Business. (a) From the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its termsDate, except for as 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) as required by Lawcarry 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) any Emergency Measurespreserve the present business operations, organization and goodwill of the Company and its Subsidiaries. (iiib) From the date hereof until the Closing Date, except as contemplated or permitted otherwise provided for by this Agreement (including Section 4.9 and Section 4.10) or the Ancillary Agreements or as without limiting Article 6.02(a)), set forth in Section 2.8 or Section 4.1 of the Seller Disclosure Letter or (iv) as otherwise requested on Schedule 6.02, or consented to in writing by Buyer, Buyer (which consent shall not be unreasonably conditionedwithheld), withheld or delayedthe Company shall not, Seller and its Affiliates shall use commercially reasonable efforts to cause the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permitpermit any of its Subsidiaries to: (ai) the Company to amend or modify its certificate of incorporation or by-laws (or other comparable Organizational Documentsequivalent governing documents); (b) except (i) as may be required by any Benefit Plan, (ii) in the Ordinary Course voluntarily mortgage, pledge, subject to any material Lien, other than Permitted Liens, any of Business its material assets, rights or properties; (iii) except in connection with the ordinary course, make or offer to make any action that applies uniformly to Business Employees and other similarly situated employees acquisition, by means of Seller and its Affiliatesa merger, the grant to asset acquisition, securities purchase, joint venture or otherwise, of any Business Employee business, or sell, lease, license, encumber or otherwise dispose of any material increase assets, other than assets with value, individually or in compensation or benefitsthe aggregate, including severance or termination pay or adopt, entry into or the material amendment in excess of any Seller Plan$1,000,000; (civ) sell, assign or transfer, license, subject to a Lien (other than a Permitted Lien), allow to lapse (other than at the end of the statutory term) or otherwise dispose of any material Intellectual Property owned by the Company or any Subsidiary; (v) except to issuecomply with applicable law, sell 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 or grant any bonus, equity or equity-based award or any compensation or salary increase to any current (or former) employee of the Company or its Subsidiaries, or make or grant any increase in any Plan, or amend or terminate any Plan or adopt any new plan, policy, agreement or arrangement that would be a Plan if it were in existence as of the date hereof; (vi) make any loans or advances of money or other property to, or guarantees of money or other property for the benefit of, any Persons (except to employees in the ordinary course of business consistent with past practice); (vii) except as set forth in the capital budgets previously provided to Buyer, make or authorize any capital expenditure in excess of $200,000 individually or $1,000,000 in the aggregate; (viii) incur or assume any indebtedness for borrowed money, assume, guarantee or otherwise become liable or responsible for the obligations of any other person for borrowed money, (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 to exceed $200,000 individually or $1,000,000 in the aggregate; (ix) adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, merger, consolidation, restructuring, recapitalization, amalgamation or other reorganization of the Company or any of its Subsidiaries; (x) (A) grant any options, warrants or other rights to purchase or subscribe toobtain any shares of the capital stock (or other equity interests) of the Company or any of its Subsidiaries or any other securities thereof, enter into (B) adjust, split, combine, subdivide or reclassify any arrangement shares of its capital stock (or contract with respect to other equity interests) or issue or authorize the issuance or sale of any Equity Interestsother 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) of the Company or any of its Subsidiaries or any other securities thereof; (dxi) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP applicable law, compromise or applicable Law; (e) the Company to effect settle any mergermaterial Tax liability, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment any material respect any Tax election or modification Tax method of accounting or termination of any Material Contract or 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures new Tax election or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, adopt any Person or business or division thereof; (k) the Company to: (i) make or change any material new Tax method of accounting, file any amended Tax accounting or Tax accounting period; (ii) makeReturn, 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 relating to Taxes; (iv) file any claim for a refund of material Taxes or , surrender any right to claim a material refund of Taxes, consent to any extension or credit waiver of Taxes or other the limitation period applicable to any material Tax benefit; claim or assessment relating to the Company or any of its Subsidiaries; (vxii) 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 compromise otherwise not exceeding $200,000 individually or dispute$1,000,000 in the aggregate; (xviii) amend, claim, modify or assessment with a Governmental Authority make any new filing with respect to a material amount the Form S-1 or the initial public offering of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with Company other than withdrawing the replacements of a policy by a new or successor policy of similar coverageForm S-1 prior to the Closing Date; or (mxix) authorize any agreement of, or commitment by Seller in connection with commit or agree to take any or, the conduct of the Business to do any of the foregoingforegoing actions.

Conduct of the Business. From the date hereof Effective Date until the earlier of the Closing or the termination of this Agreement in accordance with its terms, except for (i) as 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, which consent shall not be unreasonably conditioned, withheld or delayedClosing, Seller and its the Company will, and will cause their respective Affiliates shall to, use reasonable best efforts to conduct the Business, and will use commercially reasonable efforts to cause preserve substantially intact, maintain and protect the Business to be conducted in all material respects in assets, and keep available the Ordinary Course commercial and employee relationships and goodwill of Business and Seller shall not permit: (a) the Company to amend its certificate of incorporation or by-laws (or other comparable Organizational Documents); (b) except (i) as may be required by any Benefit Plan, (ii) in the Ordinary Course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) 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 any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, in each case consistent with the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, except as set forth on ‎Section 5.01 of the Disclosure Schedule, as expressly permitted by this Agreement, as required by GAAP applicable Law or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination terms of any Material Contract or adoption as otherwise consented to by Purchaser in writing (such consent not to be unreasonably withheld, conditioned or entering into delayed), from the Effective Date until the Closing, the Company will not and Seller will not permit the Company to: (a) declare or pay a new contract that would have been dividend on, or make any other distribution in respect of, the equity securities of the Company (other than a Material Contract if adopted distribution of Cash on Hand to Seller or entered into any Affiliate of Seller (other than the Company) prior to the date hereofclose of business on the Business Day immediately preceding the Closing Date); (b) acquire or agree to acquire in any manner (however structured) any business, except in each case any corporation, partnership, association or other business organization or division thereof (iincluding any equity interests therein) or any material assets of any other Person (other an acquisition of assets in the Ordinary Course ordinary course of Business business); (c) issue or as required by applicable Lawauthorize the issuance of any equity interests or any option, (ii) warrant or other right to purchase or subscribe for any such activity otherwise permitted pursuant to another clause securities or issue or authorize the issuance of this Section 4.1, or any securities convertible into such securities; (iiid) as otherwise contemplated or permitted by this Agreement amend the Organizational Documents of the Company; (including Section 4.9 and Section 4.10); (ge) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness for borrowed money in excess of $100,000, other than incur any indebtedness for borrowed money that will not be repaid, settled and/or as satisfied in full at or prior to Closing; (f) cancel or compromise any material Liability owed to the Company or any claim to which the Company will be released from obligations thereunder pursuant Business is entitled, or waive or release any right of material value of the Company; (g) mortgage, pledge, encumber or subject to Section 1.1; Liens, other than Permitted Liens, any material assets or properties (whether tangible or intangible) or any equity interests of the Company; -30- NAI-1502820106v1 (h) the sale, assignment, transfer, conveyance, lease or other disposal make any capital expenditure in excess of any properties, rights or assets of the Business other than assets sold or disposed of $125,000 individually and $500,000 in the Ordinary Course of Business or which are otherwise immaterial to the Business (and aggregate, excluding any Material Assetscapital expenditures to be paid in full by the Company prior to Closing; (i) except in relation the Applicable Case, provided that the Company does not incur any Liability in relation thereto, commence or settle any Action, in each case, other than Inventory); (i) the Business settlement of any Action solely for monetary damages in an amount not to make any capital expenditures or commitments for capital expenditures, other than (i) exceed $200,000 in the Ordinary Course of Business or (ii) made aggregate and that will be satisfied in response full prior to a current risk of personal injury or damage to property; the Closing; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct of the Business to do any of the foregoing.)

Conduct of the Business. From During the period from the date hereof of this Agreement until the earlier of the Closing or the earlier termination of this Agreement in accordance with its termspursuant to Section 8.01, except for (i) as required by Lawset forth in Schedule 6.01, (ii) any Emergency Measures, (iii) as contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10with respect to the Reorganization) 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, which consent shall not be unreasonably conditioned, withheld or delayed, Seller and its Affiliates shall use commercially reasonable efforts to cause the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permit: (a) the Company and EHO will each use its commercially reasonable efforts to amend carry on its certificate business in the ordinary course of incorporation or by-laws (or other comparable Organizational Documents); business and substantially in the same manner as heretofore conducted (b) except neither the Company nor EHO will take any action which, if taken after November 30, 2015, would be required to be disclosed in Section 4.06 of the Disclosure Schedule, and (c) Seller will not cause or permit AHC Holdco to undertake any actions or incur any obligations or liabilities other than in connection with the Reorganization. Additionally, during the period from the date of this Agreement until the Closing or the earlier termination of this Agreement pursuant to Section 8.01, neither the Company nor EHO will: (i) as may be required by make any Benefit Plan, (ii) in non-cash dividend or distribution on the Ordinary Course of Business Units or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) 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 any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the Company to: (i) make or change any material method of Tax accounting or Tax election, change an annual accounting period; (ii) make, changeadopt or change any accounting method, rescind or revoke file any material election in respect of Taxes; (iii) amended Tax Return, enter into any closing agreement agreement, settle any Tax claim or other similar agreement in respect of a material amount of Taxes; (iv) file any claim for a refund of material Taxes or assessment, surrender any right to claim a material refund of Taxes, consent to any extension or credit waiver of Taxes the limitation period applicable to any Tax claim or assessment, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other material action would have the effect of increasing the Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount liability of Tax; or (vi) file the Acquired Companies for any material Tax Returnperiod ending after the Closing Date; (liii) cancel adopt a complete or reduce in partial plan of liquidation or resolutions authorizing or providing for such a liquidation or dissolution, consolidation, recapitalization, reorganization or bankruptcy, or make a general assignment for the benefit of creditors; (iv) cause or permit any material respect modification to be made to any insurance coverage covering of the BusinessCompany Intellectual Property owned by the Company, whether through a third party provider or captive, except for any cancellation other than maintenance and security-related modifications made in connection with the replacements ordinary course of a policy by a new or successor policy of similar coveragebusiness; or (mv) any agreement agree or commitment by Seller in connection with the conduct of the Business otherwise commit to do take any of the foregoingactions prohibited by the foregoing clauses (i) through (iv).

Conduct of the Business. (a) From the date hereof until the earlier Effective Time, the Company shall use its commercially reasonable efforts to conduct its and its Subsidiaries’ business in the Ordinary Course of the Closing or the termination of this Agreement in accordance with its termsBusiness, except for (i) as 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 on the Seller Disclosure Letter or Covenants Exceptions Schedule. (ivb) From the date hereof until the Effective Time, except as otherwise requested contemplated by this Agreement, as set forth on the Covenants Exceptions Schedule or as consented to in writing by Buyerthe Purchaser, which consent the Company shall not, and shall cause its Subsidiaries not be unreasonably conditionedto: (i) issue, withheld sell or delayeddeliver any shares of its or any of its Subsidiaries’ capital stock (other than with respect to the exercise of Options outstanding as of the date hereof) or issue, Seller and sell or deliver any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any shares of its Affiliates shall use commercially reasonable efforts or any of its Subsidiaries’ capital stock; (ii) declare, set aside, make, pay or effect any recapitalization, reclassification, stock dividend (or other distribution or payment on equity), stock split, combination or like change in its capitalization or amend the terms of any outstanding securities of the Company or any of its Subsidiaries; (iii) amend its or any of its Subsidiaries’ certificate of incorporation or bylaws (or equivalent organizational documents); (iv) except pursuant to cause any Contract existing as of the Business to be conducted in all material respects date hereof concerning the purchase of any shares of Company Stock or any Options, make any redemption or purchase of any shares of its or any of its Subsidiaries’ capital stock; (v) other than in the Ordinary Course of Business and Seller shall not permit: (a) Business, as required under the Company to amend its certificate terms of incorporation any Contract or by-laws (Plan or other comparable Organizational Documents); (b) except (i) as may be required by to comply with applicable Law (A) increase the salary or other compensation of any Benefit Planemployee of the Company or any of its Subsidiaries, (iiB) increase the coverage or benefits available under any (or create any new) Plan or otherwise modify or amend or terminate any Plan in a manner that would reasonably be expected to materially increase the cost to the Company or its Subsidiaries, or (C) enter into any employment or consulting arrangement not terminable at will with no further material liability with any employee or independent contractor; (vi) other than with respect to any existing revolving credit facilities, issue, create, incur, assume, guarantee, endorse or otherwise become liable or responsible with respect to any Funded Indebtedness; (vii) acquire any properties or assets or sell, assign, license, transfer, convey, lease or otherwise dispose of any of the properties or assets of, or used by, the Company and its Subsidiaries, other than in the Ordinary Course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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 PlanBusiness; (cviii) the Company enter into or agree to issue, sell or grant options, warrants or rights to purchase or subscribe to, enter into any arrangement merger or contract consolidation with respect to any Person, engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the issuance or sale securities, of any Equity Interestsother Person (other than the Company or any of its wholly owned Subsidiaries); (dix) cancel or compromise any material change to the accounting policies debt or practices presently used by claim or waive or release any material right of the Company or the Business, any of its Subsidiaries except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10)Business; (gx) enter into any commitment for capital expenditures of the Company and its Subsidiaries in excess of $200,000 for any individual commitment and $500,000 for all commitments in the aggregate, unless required by a Lease; (orxi) except as otherwise required by Law, to enter into, amend or modify or terminate any Contract with any labor union or other labor or collective bargaining agreement of the extent it would constitute an Assumed Liability, Seller Company or any of its AffiliatesSubsidiaries or, through negotiation or otherwise, make any commitment or incur any material liability to any labor organization with respect to the Company or any of its Subsidiaries; (xii) enter into any Contract that restricts the ability of the Company or any of its Subsidiaries to incurcompete with or conduct any business or line of business in any geographic area or solicit the employment of any Persons; (xiii) other than in the Ordinary Course of Business, createterminate, assume amend, restate or otherwise become liable for supplement or waive any indebtedness for borrowed money material rights under any (A) Contract set forth on the Contracts Schedule or (B) material Permit; (xiv) settle or compromise any pending or threatened Proceeding or any claim or claims for, an amount individually in excess of $50,000, or in the aggregate, 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (mxv) take any agreement or commitment by Seller in connection action with the conduct primary purpose of adversely affecting the ability of the Business parties to do any of consummate the foregoingtransactions contemplated by this Agreement.

Conduct of the Business. From the date hereof until the earlier of through the Closing or the termination of this Agreement in accordance with its terms, except for (i) as 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, which consent shall not be unreasonably conditioned, withheld or delayedDate, Seller and its Affiliates shall use commercially reasonable efforts to cause conduct the Business to be conducted in all material respects only in the Ordinary Course of Business and shall not enter into any material transactions without the prior written consent of Buyer, and shall use its best efforts to preserve intact its business relationships with employees, clients, suppliers and other third parties. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, without Buyer’s prior written consent, Seller shall not permitnot, other than in the Ordinary Course of Business: (a) the Company amend, extend, waive any provision of, terminate prior to amend its certificate scheduled expiration date, or otherwise compromise in any material way, any Transferred Contract, or any other right or asset of incorporation Seller that is or by-laws (or other comparable Organizational Documents)otherwise would have been a Purchased Asset; (b) except make any capital expenditures; (ic) as may be required sell, lease, license or otherwise dispose of any Transferred Asset or assets covered by any Benefit PlanContract; (d) 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 Shareholder (iiother than, in the case of a Shareholder as an employee of Seller, payments of salary accrued in said period at the current salary rate set forth on Schedule 3.19) or any Affiliate of Seller; (e) authorize any salary increase or change the bonus or profit sharing policies of Seller, except for increases or changes conducted in the Ordinary Course of Business or (iii) in connection with incur any action that applies uniformly to Business Employees and loan or other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) 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 any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalizationindebtedness; (f) the amendment suffer or modification or termination of incur any Material Contract or 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) Lien on any such activity otherwise permitted pursuant to another clause of this Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10)Transferred Asset; (g) the Company (orsuffer any material damage, destruction or loss of property related to the extent it would constitute an Assumed Liabilityany Transferred Assets, Seller whether or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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 1.1not covered by insurance; (h) the sale, assignment, transfer, conveyance, lease merge or consolidate with or acquire any other disposal of Person or be acquired by any 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 the Business (and excluding any Material Assets, other than Inventory)Person; (i) the Business amend its Certificate of Incorporation or bylaws, elect to make dissolve or initiate any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to propertydissolution proceedings; (j) suffer any insurance policy protecting the Company Transferred Assets to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereoflapse; (k) amend any of its Pension Plans, Welfare Plans or Compensation Plans (other than amendments made in the Company to: (iordinary course of business) or fail to continue to make or change any material method of Tax accounting or Tax accounting period; (ii) make, change, rescind or revoke any material election timely contributions thereto 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment accordance with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Returnthe terms thereof; (l) cancel make any change in its accounting principles or reduce in methods or write down the value of any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; orassets; (m) change the place of business or jurisdiction of organization of Seller; (n) extend any agreement loans other than travel or commitment by Seller other expense advances to employees in connection the ordinary course of business; (o) issue, redeem or repurchase any shares of its capital stock; (p) effect or agree to any material change in any practices or terms, including payment terms, with the conduct of the Business respect to customers or suppliers; (q) hire any employees, consultants or advisors; (r) agree to do any of the foregoing; or (s) (i) take or agree to take any action that might make any representation or warranty of Seller hereunder inaccurate or misleading in any respect at, or as of any time prior to, the Closing Date or (ii) omit to take, or agree to omit to take, any action necessary to prevent any such representation or warranty from being inaccurate or misleading in any respect at any such time.

Conduct of the Business. From the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its termsDate, except for (i) as required by would constitute a violation of Applicable Law, (ii) any Emergency Measuresas set forth on Schedule 5.01, (iii) as contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10the Pre-Closing Transactions) 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 by GE in writing by Buyer, (which consent shall not be unreasonably conditioned, withheld or delayed), Seller and its Affiliates BHGE shall use its commercially reasonable efforts to conduct the BHGE Contributed Business in the ordinary course consistent with past practice. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except as would constitute a violation of Applicable Law, as set forth on Schedule 5.01, as contemplated by this Agreement or as consented to by GE in writing (which consent shall not be unreasonably conditioned, withheld or delayed), BHGE will not and will cause the Business BHGE Parties and BHFK not to be conducted (in each case, with respect to the BHGE Contributed Business): (a) incur capital expenditures in excess of $1,000,000 in the aggregate, except in accordance with the capital expenditures plan set forth on Schedule 5.01(a), and BHGE will comply in all material respects in the Ordinary Course of Business and Seller shall not permit: (a) the Company to amend its certificate of incorporation or by-laws (or other comparable Organizational Documents)with such capital expenditures plan; (b) except subject to Section 2.10(d), sell, lease, license or otherwise dispose of or fail to maintain, enforce or protect any material BHGE Contributed Assets (i) as may be required by any Benefit Planfor the avoidance of doubt, (ii) other than dispositions of consumables and BHGE Inventory in the Ordinary Course ordinary course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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 Planbusiness); (c) increase the Company to issue, sell compensation or grant options, warrants or rights to purchase or subscribe to, enter into any arrangement or contract with respect to the issuance or sale benefits of any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or 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 BHGE Business or as required by applicable Law, (ii) any such activity otherwise permitted pursuant to another clause of this Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, Employee other than (i) in the Ordinary Course ordinary course of Business or business, (ii) made as required by Applicable Law or the terms of any BHGE Employee Plan or collective bargaining agreement, or (iii) for changes that are applicable to the employees of the BHGE Contributed Business and other employees of BHGE generally; (d) enter into any retention arrangement with any BHGE Business Employee; (e) settle any material employment-related claims with respect to any BHGE Business Employee; (f) other than to fill a vacant role listed on the BHGE Business Employee List or to replace a BHGE Business Employee whose employment with BHGE and its Affiliates has terminated, hire or designate any new individual to provide services primarily in response support of the BHGE Contributed Business; (g) terminate any BHGE Business Employees other than for cause or otherwise remove an individual from the BHGE Business Employee List; (h) implement any employee layoffs implicating the WARN Act with respect to a current risk any BHGE Business Employees; (i) create, incur, assume or otherwise become liable with respect to any indebtedness for borrowed money with respect to the BHGE Contributed Business or guarantees thereof, except for trade credit or trade payables incurred in the ordinary course of personal injury business consistent with past practice and guarantees of indebtedness incurred under existing credit facilities, which guarantees will be terminated prior to or damage to propertyas of the Closing; (j) enter into any agreement that limits or restricts the conduct of the BHGE Contributed Business or that could, after the Closing Date, limit or restrict the Company to divest (or acquireany of its Subsidiaries) or any direct or indirect members of the Company (excluding BHGE and its Affiliates) from engaging or competing in any line of business, by merger, consolidation, acquisition of stock in any location or assets, or otherwise, with any Person or enter into, amend or modify in any material respect or terminate any BHGE Contributed Contract or otherwise waive, release or assign any material rights, claims or benefits of the BHGE Contributed Business under any BHGE Contributed Contract, except for commercially reasonable agreements with new customers made at arm’s length and for amendments, terminations or non-renewals in the ordinary course of business or division thereofconsistent with past practices or, if not consistent with past practices, in a fashion that is intended to improve the long term profitability of the relationship, including but not limited to improving the prospects for retaining the relationship for a longer period of time; (k) the Company to: (i) make or change settle any material litigation, investigation, arbitration, proceeding or other claim involving or against the BHGE Contributed Business other than settlements involving only monetary payment in an amount not to exceed $1,000,000 individually or $2,000,000 in the aggregate, or any litigation, arbitration, proceeding or dispute that relates to the transactions contemplated hereby or by any Ancillary Agreement; (l) allow any insurance policies covering the BHGE Contributed Assets to lapse unless replaced with insurance policies providing substantially similar coverage; (m) with respect to any NewCo Subsidiary and except as otherwise contemplated by this Agreement (including Schedule 3): (A) prepare or file any Tax Return in a manner that is inconsistent with past practice or on such Tax Returns take any position, make any election or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), unless such change in position, election or method is required by Applicable Law, (B) file any amended Tax accounting Return, (C) settle or Tax accounting period; otherwise compromise any claim relating to Taxes, (ii) make, change, rescind or revoke any material election in respect of Taxes; (iiiD) enter into any closing agreement or other similar agreement relating to Taxes, otherwise settle any dispute relating to Taxes, surrender any right to claim a Tax refund, offset or other reduction in Tax liability, or (E) request any ruling or similar guidance with respect to Taxes (n) with respect to BHKF And except as otherwise contemplated by this Agreement (including Schedule 3): (A) prepare or file any Tax Return in a manner that is inconsistent with past practice or on such Tax Returns take any position, make any election or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of a material amount of Taxes; deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), unless such change in position, election or method is required by Applicable Law, (ivB) file any income or other material amended Tax Return, (C) make any other material Tax election, (D) settle or otherwise compromise any claim for a refund of relating to income or other material Taxes Taxes, (E) enter into any closing agreement or similar agreement relating to income or other material Taxes, (F) surrender any right to claim a material refund Tax refund, offset or credit of Taxes other reduction in income or other material Tax benefit; (v) settle or compromise or dispute, claimLiability, or assessment with a Governmental Authority (G) request any ruling or similar guidance with respect to a income or other material amount of Tax; or (vi) file any material Tax ReturnTaxes; (lo) cancel amend or reduce terminate any BHGE Contributed Contract (other than any amendments or terminations of any purchase orders in the ordinary course of business); (p) sell, issue, lease, exclusively license, grant, pledge or otherwise transfer, or create or incur any material respect Lien on, any insurance coverage covering shares or other interests of the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverageNewCo Subsidiaries; or (mq) any agreement agree or commitment by Seller in connection with the conduct of the Business commit to do any of the foregoing.

Conduct of the Business. From During the period from the date hereof until to the earlier of the Closing or the termination of this Agreement in accordance with its termsClosing, except for (i) as 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 5.1 of the Seller Disclosure Letter Schedule or (iv) as otherwise requested contemplated by this Agreement, or consented to in writing by Buyer, unless Purchaser shall otherwise consent (which consent shall not be unreasonably conditioned, withheld or delayedwithheld), Seller shall, and its Affiliates shall use commercially reasonable efforts to cause Home Link to, (x) operate the Business to be conducted in all material respects in the Ordinary Course ordinary course of Business business consistent with past practice and in accordance with all applicable Laws; (y) use all commercially reasonable efforts to preserve substantially intact the Conveyed Assets, the material assets of Home Link and the Business; and (z) notify Purchaser of any material change in any representation or warranty of Seller and of any Material Adverse Effect. Without limiting the generality of the foregoing, from the date of this Agreement to the Closing, (A) except as set forth on Section 5.1 of the Seller Disclosure Schedule or as otherwise contemplated by this Agreement, without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed), Seller shall not permitand shall not permit Home Link to: (ai) subject the Company Conveyed Assets or any Home Link assets to amend its certificate of incorporation or by-laws (or any Lien, other comparable Organizational Documents)than Permitted Liens; (b) except (i) as may be required by any Benefit Plan, (ii) in the Ordinary Course sell, transfer, lease, sublease, license or otherwise dispose of Business Conveyed Assets or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) 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 any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the BusinessHome Link assets, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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) the sale, assignment, transfer, conveyancelease, lease sublease, license or other disposal disposition of any properties, rights or assets inventory and obsolete equipment in the ordinary course of the Business business (other than assets sold or disposed of in the Ordinary Course of Business or which are otherwise immaterial to the Business (and excluding any Material Assets, other than Rebuild Inventory); (iiii) enter into, terminate or materially amend any material Assumed Contract or any material Contract to which Home Link is a party, except in accordance with Section 5.3 hereof; provided, that Seller will not extend the Business to make term of any capital expenditures or commitments for capital expenditures, Real Property Lease other than (i) in Real Property Leases which by their terms expire prior to the Ordinary Course of Business Closing Date or (ii) made in response under which the option to a current risk of personal injury or damage extend would expire prior to propertythe Closing Date; (jiv) increase the Company compensation or benefits provided to divest or acquireany Transferred Employee, by merger, consolidation, acquisition except for increases in the ordinary course of stock or assets, or otherwise, any Person or business or division thereofand consistent with past practices; (k) the 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle provide any new or compromise materially change existing service offerings or dispute, claim, channel line-ups or assessment with a Governmental Authority with respect to a material amount of Tax; or reduce Rates; (vi) file surrender, revoke or otherwise terminate any material Tax ReturnLicense, except in accordance with Section 5.3 hereof; (lvii) cancel or reduce engage in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, promotions of services except for those set forth on Section 1.1(d) of the Seller Disclosure Schedule and promotions substantially similar thereto (not including the Dish Buy-back Promotion) in economic impact; (viii) incur any cancellation material Assumed Liabilities; (ix) waive, release or assign any rights of material value in connection with the replacements Business other than in the ordinary course of a policy by a new or successor policy of similar coveragebusiness; or (mx) any agreement agree, whether in writing or commitment by Seller in connection with the conduct of the Business otherwise, to do any of the foregoing.foregoing set forth in clauses (i) through (ix) above;

Conduct of the Business. From the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its termsSecond Closing, except for (i) as required by Law, (ii) any Emergency Measures, (iii) law or as otherwise expressly permitted or 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 BuyerAgreement, which consent shall not be unreasonably conditioned, withheld or delayed, Seller and its Affiliates Buyer shall use commercially reasonable efforts to cause the Business to be conducted in all preserve Provista’s business and maintain material respects in the Ordinary Course of Business and Seller relationships (contractual or otherwise). In connection therewith, Buyer shall not permitcause Provista to do any of the following: (a) the Company to amend its certificate of incorporation or certificate of formation, or the by-laws (or other comparable Organizational Documents)limited liability company operating agreement as applicable, or take or authorize any action to wind up its affairs or dissolve; (b) except (i) as may be required by issue any Benefit Plan, (ii) in the Ordinary Course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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 Plansecurities; (c) amend or terminate its employee benefit plans, if any, in any material respect, establish, enter into or adopt any new arrangement that would (if it were in effect on the Company date hereof) obligate Provista under an employee benefit plan (“Provista Benefit”) or take any action with respect to any Provista Benefit Plan that would increase, accelerate or alter the liabilities of any Provista Benefit Plan or reduce or impair the assets of any Provista Benefit Plan, take any action to increase, accelerate the payment or vesting of, or fund or otherwise guarantee, freeze or secure the payment of compensation or benefits of any of its employees, enter into, amend or otherwise modify any employment, severance, transaction-based, retention or other similar Contracts or arrangements with any employees, (d) hire any employee, independent contractor, officer or director or terminate the employment of any of its employee or establish any incentive compensation programs that relate in whole or part to compensation for any employee; (e) 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 of its securities or make any Equity Interests; changes (dby combination, reorganization or otherwise) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalizationcapital structure; (f) the amendment or modification or termination of any Material Contract or adoption or entering into a new contract that would have been a Material Contract if adopted or entered into prior to the date hereofsell, except in each case (i) in the Ordinary Course of Business or as required by applicable Lawlicense, (ii) any such activity otherwise permitted pursuant to another clause of this Section 4.1abandon, assign, transfer, pledge, or (iii) as otherwise contemplated dispose of, or permitted by this Agreement (including Section 4.9 and Section 4.10)encumber, or grant any lien on any of its assets; (g) the Company merge or consolidate with any other entity or acquire (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, including by merger, consolidation, acquisition of stock or assets, bulk reinsurance) any assets or otherwiseliabilities comprising a business or a segment, any Person division or line of or business or division thereofany material amount of property or assets in or of any other entity or create or acquire any Subsidiaries; (h) modify or amend in any material respect or recapture or terminate any material contracts or waive, release or assign any material rights or claims thereunder or enter into any contract which would if entered into prior to the date hereof, have been a material contract; (i) incur any Indebtedness, other than trade accounts payable and short-term working capital financing in each case, incurred in the ordinary course of business or make any loans or advances; (j) default under any Indebtedness; (k) terminate, fail to renew or let lapse any permit necessary to conduct its business or fail to submit any reports, statements, documents, registrations, filings or submissions to be filed with any governmental authority, in each case other than as would not reasonably be expected, individually or in the Company to: (i) make or change any material method of Tax accounting or Tax accounting period; (ii) makeaggregate, 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Returnbe material; (l) cancel enter into any new line of business, or reduce introduce any new products or services, or change in any material respect existing products or services, except as may be required by applicable Law; (m) terminate, cancel or amend, or cause the termination, cancellation or amendment of, any material insurance coverage covering (and any surety bonds, letters of credit, cash collateral or other deposits related thereto required to be maintained with respect to such coverage) maintained by it that is not replaced by comparable insurance coverage; (n) to the Businessextent related to Taxes or Tax Returns, whether through (i) settle or compromise any material Tax audit or forgo the right to any material refund, offset or other reduction in Tax liability; (ii) change any methods, policies or practices of Tax accounting or methods of reporting income or deductions for Tax purposes from those employed in the preparation of its most recently filed Tax Return; (iii) amend any material Tax Return; (iv) enter into any material agreement with a third party provider Tax authority, or captiveterminate any such agreement entered into with a Tax authority that is in effect as of the date hereof; (v) alter or make any material Tax election; (vi) request a ruling relating to Taxes, except for (vii) grant any cancellation power of attorney relating to Tax matters; (viii) prepare or file any Tax Return in connection a manner that is not consistent with the replacements past practice or file a Tax Return of a policy by type or in a new jurisdiction not previously filed; or successor policy (ix) request any ruling or similar guidance with respect to Taxes; (o) sell, transfer or otherwise dispose of similar coverageany asset; or (mp) any agreement promise, agree or commitment by Seller in connection with the conduct of the Business commit to do any of the foregoing.

Conduct of the Business. From the date hereof until the earlier of through the Closing or the termination of this Agreement in accordance with its termsDate, except for (i) as 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 Parties shall, and shall cause each Seller to, conduct the Business in writing by Buyer, which consent shall not be unreasonably conditioned, withheld or delayed, Seller the ordinary course consistent with past practice and its Affiliates shall use commercially all reasonable efforts to preserve intact the business organization, goodwill and relationships with third parties of the Business, and to keep available the services of the present employees of the Business. From the date hereof through the Closing, the Seller Parties shall, and shall cause the Business to be conducted in all material respects in the Ordinary Course of Business and each Seller shall not permitto: (a) use all reasonable efforts to maintain the Company to amend its certificate Facilities and the Purchased Assets in substantially the state of incorporation or by-laws repair, order and condition as on the date hereof (or other comparable Organizational Documentsreasonable wear and tear excepted); (b) not sell, lease, license or otherwise dispose of any Purchased Asset, or agree or commit to do so, except (i) as may be required by any Benefit Plan, pursuant to existing contracts or commitments and (ii) in the Ordinary Course ordinary course of Business or (iii) in connection business consistent with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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 Planpast practice; (c) not allow the Company inventory of supplies, drugs and other disposable goods at Technicare, Rehab Solutions or any Facility to issuebe materially depleted from their levels as of the date hereof; Execution Copy -------------- (d) use all reasonable efforts to maintain in full force and effect, sell without qualification or grant optionslimitation, warrants or rights to purchase or subscribe to, enter into any arrangement or contract all Permits currently in effect with respect to the issuance or sale of any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) maintain in full force and effect the Company insurance policies and binders currently in effect with respect to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalizationthe Business; (f) cause to be paid when due, all Taxes, assessments and charges or levies imposed upon it with respect to or on the amendment or modification or termination of any Material Contract or 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 any of the Purchased Assets or which it is required by applicable Lawto withhold and pay over, (ii) other than any such activity otherwise permitted pursuant to another clause of this Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10)which it may contest in good faith; (g) the Company (or, not take any action which would adversely affect their title to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) the Real Property, or agree or commit to incur, create, assume or otherwise become liable for any indebtedness 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 1.1do so; (h) not increase the sale, assignment, transfer, conveyance, lease or other disposal rate of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assetscompensation of, or otherwisepay any bonus to, any Person of its directors, officers or business employees, or division thereof; (k) the 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 or amend any closing agreement employment, management, consulting, deferred compensation, severance or other similar agreement in respect of a material amount of Taxes; (iv) file any claim for a refund of material Taxes contract or surrender any right to claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct of the Business agree or commit to do any of the foregoing, provided that Sellers may increase the rate of compensation of employees employed at the Facilities in the ordinary course of business; and (i) comply with all notification requirements under existing union contracts, after previously notifying Mariner of such notices, and provide Mariner with copies of such notices.

Conduct of the Business. From Except as specifically contemplated by this Agreement, from the date hereof until through the earlier Closing Date, Seller shall cause the Company and each Subsidiary to conduct its business in the ordinary course consistent with past practice. Without limiting the generality of the Closing or the termination of this Agreement in accordance with its termsforegoing, except for as specifically contemplated by this Agreement, Seller shall not, and shall cause the Company and each Subsidiary to not: (i) as required by Law, amend the Company’s or any Subsidiary’s Organizational Documents; (ii) authorize or issue any Emergency Measuresshares of capital stock of the Company or of any Subsidiary or any subscription, option, warrant, call rights, preemptive rights or other agreements or commitments obligating the Company or any Subsidiary to issue, sell, deliver or transfer (including any rights of conversion or exchange under any outstanding security or other instrument) any economic, voting, ownership or any other type of interest or security in the Company or such Subsidiary; (iii) as contemplated sell, transfer, dispose of, or permitted by this Agreement (including Section 4.9 and Section 4.10) agree to sell, transfer, or dispose of, any assets other than in the Ancillary Agreements or as set forth in Section 2.8 or Section 4.1 ordinary course of the Seller Disclosure Letter or business consistent with past practice; (iv) as otherwise requested or consented to in writing by Buyer, which consent shall not be unreasonably conditioned, withheld or delayed, Seller and its Affiliates shall use commercially reasonable efforts to cause the Business to be conducted in all material respects acquire any assets except in the Ordinary Course ordinary course of Business and Seller shall not permit: (a) the Company to amend its certificate of incorporation business consistent with past practice or by-laws (acquire, or merge with any other comparable Organizational Documents)Person; (bv) create or incur any material Encumbrances (except (iPermitted Encumbrances) as may be required by any Benefit Plan, (ii) in the Ordinary Course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business Employee of any material increase in compensation kind on any assets or benefits, including severance properties of the Company or termination pay or adopt, entry into or the material amendment of any Seller PlanSubsidiary; (cvi) change any financial or Tax accounting practice, policy or method, make or revoke any election relating to Taxes, file any amended Tax Return or claim for refund, or settle any material claim relating to Taxes, in each case except as described on Section 5.2(vi) of 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 any Equity InterestsDisclosure Schedule; (dvii) violate or breach any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable LawMaterial Contract; (eviii) the Company make any loan, advance or capital contributions to effect or investment in any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalizationPerson; (fix) the amendment or modification or termination of any Material Contract or 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for incur any indebtedness for borrowed money in excess or enter into any guarantee of $100,000such indebtedness, or incur any other material liability or obligation other than in the ordinary course of business consistent with past practice; (x) cancel or forgive any material debts or claims or redeem or repay 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coveragemoney; or (mxi) any agreement authorize, commit or commitment by Seller in connection with the conduct of the Business agree to do take any of the foregoingforegoing actions.

Conduct of the Business. From (a) Except as (x) expressly required by this Agreement, (y) as expressly required by Law or (z) as otherwise set forth on Schedule 5.1(a), during the period from the date hereof until of this Agreement to the earlier of the Closing or Date and the termination of this Agreement in accordance with its termsArticle IX, except for each Company Entity shall (i) conduct its Business in the Ordinary Course of Business; provided that during any period of full or partial suspension of operations related to COVID-19, the Company Entities may take such actions as required by Law, are reasonably necessary to protect the health and safety of their respective employees and (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, which consent shall not be unreasonably conditioned, withheld or delayed, Seller and its Affiliates shall use commercially reasonable efforts to cause maintain each Company Entity’s business organizations, to retain the Business services of its current officers and key employees and to be conducted preserve goodwill of its customers, suppliers and other Persons with whom it has business relationships, in each case, in the Ordinary Course of Business, and to maintain its properties and assets in all material respects other than, in each case, with the prior written consent of Buyer. (b) Except as (x) expressly required by this Agreement, (y) as expressly required by Law after the date of this Agreement or (z) as otherwise set forth on Schedule 5.1(b), between the date of this Agreement and the Closing Date, without the prior written consent of the Buyer, no Company Entity shall (and none of the Members shall amend or take any action to allow any Company Entity to): (i) incur any Indebtedness in excess of $100,000; (ii) declare, set aside or pay any distribution with respect to its equity securities or repurchase any of its equity securities, in all cases other than distribution by the Company Subsidiaries to the Company or any other Company Subsidiary; (iii) (A) amend, modify or terminate any Realty Lease or Material Contract (or Contract which if entered into prior to the date hereof would be a Material Contract) other than (1) in the Ordinary Course of Business and Seller shall not permit: (a2) terminations of Realty Leases or Material Contracts as a result of the Company to amend its certificate expiration of incorporation the term of such Realty Leases or by-laws (or other comparable Organizational Documents); (b) except (i) Material Contracts, as may be required by any Benefit Plan, (ii) in the Ordinary Course of Business applicable or (iiiB) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) the Company to issue, sell or grant options, warrants or rights to purchase or subscribe to, enter into any arrangement lease or contract with respect to the issuance or sale of occupancy agreement for real property, (C) enter into any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or adoption or entering into a new contract that would have been a Material Contract which if adopted or entered into prior to the date hereofhereof would be a Material Contract or (D) enter into or renew any Contract that restricts the ability of any Company Entity to compete with, except or conduct, the Business and any other business or line of business in each case any geographic area, or that grants any counterparty any exclusive right, right of first refusal or “most favored nation” or similar right; (iiv) issue, sell or deliver any of equity securities of a Company Entity or issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any equity securities of a Company Entity; (v) effect any recapitalization, redemption, repurchase, reclassification, equity split or like change in capitalization or adopt any plan of liquidation, arrangement, dissolution, merger, consolidation or other reorganization; (vi) amend the Organizational Documents of any Company Entity; (vii) sell, assign or transfer any assets, excluding sales of inventory in the Ordinary Course of Business or as required by applicable Law, (ii) any such activity otherwise permitted pursuant to another clause of this Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness for borrowed money in excess of $100,000Business, other than any indebtedness for borrowed money that will be repaidsuch sale, settled and/or as to which the Company will be released from obligations thereunder pursuant to Section 1.1assignment or transfer of any obsolete or damaged assets; (hviii) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock equity interests or assets, assets or otherwise, any business, property, entity or other Person or business division or division portion thereof; (kix) except as required pursuant to the terms of any Employee Benefit Plan in effect as of the date of this Agreement, (A) increase the compensation, bonus, pension, welfare, fringe or other benefits, severance or termination pay of any current or former officer or employee, except for increases in the Ordinary Course of Business to Persons with an annual base salary of $100,000 or less; provided, however, that any such increases in annual base salary shall not exceed $10,000 in the aggregate, (B) hire, terminate, transfer or promote any current or former director, officer or employee, except in the Ordinary Course of Business with respect to Persons with an annual base salary of $100,000 or less, (C) become a party to, establish, adopt, amend, commence participation in or terminate any Employee Benefit Plans or any arrangement that would have been an Employee Benefit Plan had it been established prior to this Agreement, (D) grant any new awards or amend or modify the terms of any outstanding awards under any Employee Benefit Plan or (E) take any action to accelerate the vesting or lapsing of restrictions or payment, or fund or in any other way secure the payment, of compensation or benefits under any Employee Benefit Plan; (x) make any capital expenditures in excess of $100,000 in the aggregate or commitments therefor, except (A) in the Ordinary Course of Business, (B) for such capital expenditures or commitments as set forth on Schedule 5.1(b)(x), (C) in connection with emergency capital expenditures in connection with Covid-19; provided that such amount in clause (C) shall not exceed the amount set forth in Section 5.1(b)(i); (xi) (A) enter into a new line of business or abandon or discontinue the Business or (B) cancel or waive any right with respect to the operation of the Business, including under any Realty Leases or Licenses relating to the operation of the Business; (xii) incur any labor dispute or disturbance, other than routine individual grievances that are not material to the Business; (xiii) waive the restrictive covenant obligations of any employee of the Company to: Entities; (ixiv) (A) make any loans, capital contributions or advances to any Person (other than any Company Entity), (B) make, amend or forgive any loans or advances to any director, officer, employee or independent contractor or (C) cancel any debts owed to any Company Entity; (xv) (A) cancel or waive any claims or rights with a value in excess of $100,000 individually or in the aggregate or (B) settle or compromise any claim relating to any pending or threatened Actions other than such Actions in which the amount paid in settlement or compromise, including the cost to the Company Entities of complying with any provisions of such settlement or compromise other than settlements involving cash payments only, does not exceed $100,000; (xvi) make or change any material Tax election, changed any annual Tax accounting period, adopted or changed any method of Tax accounting or Tax accounting period; (ii) makeaccounting, change, rescind or revoke amended any material election in respect of Taxes; (iii) enter into any closing agreement income or other similar agreement in respect of a material amount of Taxes; (iv) file Returns or filed claims for material Tax refunds, settled any claim for a refund of material Taxes Tax claim, audit or surrender assessment or surrendered any right to claim a material refund or credit of Taxes Tax refund, offset or other material reduction in a Tax benefit; (v) settle or compromise consented to any extension or dispute, claim, waiver of the limitations period applicable to any Tax claim or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverageassessment; or (mxvii) authorize any agreement of, or commitment by Seller in connection with commit, resolve or agree to take any of, the conduct of the Business to do any of the foregoingforegoing actions.

Conduct of the Business. From During the period from the date hereof of this Agreement until the earlier of the Closing or the earlier termination of this Agreement in accordance with its termspursuant to Section 8.01, except for (i) as 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 Annex 6.01, contemplated by this Agreement or consented to in writing by Buyer, which consent shall not be unreasonably conditioned, withheld or delayed, Seller and its Affiliates shall use commercially reasonable efforts to cause the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permit: (a) the Company will use its commercially reasonable efforts to amend carry on its certificate business in the ordinary course of incorporation or by-laws (or other comparable Organizational Documents); business and substantially in the same manner as heretofore conducted and (b) except the Company will not take any action which, if taken after December 31, 2022, would be required to be disclosed in Section 4.06 of the Disclosure Schedule. Additionally, during the period from the date of this Agreement until the Closing or the earlier termination of this Agreement pursuant to Section 8.01, the Company will not: (i) as may be required by make any Benefit Plan, (ii) in non-cash dividend or distribution on the Ordinary Course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) 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 any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the Company to: (i) make or change any material method of Tax accounting or Tax election, change an annual accounting period; (ii) make, changeadopt or change any accounting method, rescind or revoke file any material election in respect of Taxes; (iii) amended Tax Return, enter into any closing agreement agreement, settle any Tax claim or other similar agreement in respect of a material amount of Taxes; (iv) file any claim for a refund of material Taxes or assessment, 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, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax (in each case without Buyer’s prior written consent, not to be unreasonably withheld, conditioned or delayed); (iii) adopt a complete or partial plan of liquidation or resolutions authorizing or providing for such a liquidation or dissolution, consolidation, recapitalization, reorganization or bankruptcy, or make a general assignment for the benefit of creditors; (iv) cause or permit any material refund or credit modification to be made to any of Taxes or the Company Intellectual Property owned by the Company, other material Tax benefit; than maintenance and security-related modifications made in the ordinary course of business; (v) settle increase the compensation or compromise or disputeagree to any bonus, claimseverance, or assessment with a Governmental Authority with respect Change of Control Payments to a material amount any employee, director, or officer of Tax; or the Company, other than in the ordinary course of business; (vi) file make any material Tax Return; (l) cancel or reduce in changes to any material respect Benefit Plan, other than any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy change required by a new or successor policy of similar coverageapplicable Law; or (mvii) any agreement agree or commitment by Seller in connection with the conduct of the Business otherwise commit to do take any of the foregoingactions prohibited by the foregoing clauses (i) through (vi).

Conduct of the Business. From the date hereof until the earlier of Closing Date, the Closing or Seller shall conduct the termination of this Agreement Business in accordance the ordinary course consistent with its termspast practice and will preserve the business, except for (i) as required by Law, (ii) any Emergency Measures, (iii) as contemplated or permitted by this Agreement (including Section 4.9 operations and Section 4.10) or the Ancillary Agreements or as set forth in Section 2.8 or Section 4.1 goodwill of the Seller Disclosure Letter or (iv) as otherwise requested or consented to in writing by Buyerand the relationships with third parties, which consent shall including, but not be unreasonably conditionedlimited to, withheld or delayedits relationship with customers and suppliers, Seller and utilize its Affiliates shall use commercially reasonable commercial efforts to cause keep available and retain all present employees of the Business to be conducted in all material respects in Seller. Without the Ordinary Course prior written consent of Business and the Purchaser, from the date hereof until the Closing Date, the Seller shall not permitdo any of the following acts: (a) the Company Except as required by plans disclosed to amend its certificate of incorporation Purchaser, (1) grant or by-laws (pay any bonus, severance or termination pay or increase in compensation, bonus or other comparable Organizational Documents)benefits payable to, or (2) enter into or amend any employment agreement or Benefit Plan with, any of the officers, employees, consultants or agents of the Seller; (b) except as contemplated hereby, sell, lease, rent, license, dispose of, mortgage, transfer pledge or subject to Liens, any of the Assets (i) as may be required by any Benefit Plan, (ii) except for sales of Inventory in the Ordinary Course ordinary course of Business business consistent with past custom and practice and dispositions of Tangible Property in the ordinary course of business consistent with past custom and practice, none of such dispositions, individually or (iii) in connection with any action that applies uniformly the aggregate, being material to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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 PlanBusiness); (c) the Company merge or consolidate with, or agree to issuemerge or consolidate with, sell or grant options, warrants or rights to purchase or subscribe toagree to purchase, enter into all or substantially all of the assets of, or otherwise acquire, any arrangement corporation, partnership or contract with respect to the issuance or sale of any Equity Interestsother business organization; (d) engage in any material change to transactions, or make any commitment or enter into any contract, affecting the accounting policies or practices presently used by the Company Business or the Business, except as required by GAAP or applicable LawAssets not in the ordinary course of business consistent with past custom and practice; (e) the Company to effect make any merger, consolidation recapitalization, reclassification, stock split material capital expenditure (or like change in its capitalizationseries of related capital expenditures); (f) the amendment enter into any agreement or modification or termination of any Material Contract or adoption or entering into a new contract that would have been a Material Contract if adopted or entered into prior commitment with respect to the date hereofScheduled Intellectual Property or any agreement or commitment, except in each case (i) that is, individually or in the Ordinary Course of Business or as required by applicable Lawaggregate, (ii) any such activity otherwise permitted pursuant material to another clause of this Section 4.1the Business, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10)with respect to the Intellectual Property that does not constitute Scheduled Intellectual Property; (g) amend, modify, terminate (except through performance in the Company (or, to ordinary course of the extent it would constitute an Assumed Liability, Seller Seller's business) or otherwise relinquish any rights in connection with any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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 1.1Contracts; (h) the sale, assignment, transfer, conveyance, lease adopt any change in its accounting methods or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory)practices; (i) otherwise take any of the Business to make any capital expenditures or commitments for capital expenditures, other than actions set forth in Section 3.7 hereof (i) in except that the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to propertySeller may authorize and pay dividends as set forth on Schedule 3.7 hereto); (j) dispose of any cash except in the Company to divest or acquire, by merger, consolidation, acquisition ordinary course of stock or assets, or otherwise, any Person or business or division thereofthe Business consistent with past practice; (k) the 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 software licensing 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or disputecommitment, claim, or assessment with a Governmental Authority except shrink-wrap licensing agreements with respect to a material amount of Taxoff-the-shelf programs; or (vi) file any material Tax Return;or (l) cancel or reduce in any material respect any insurance coverage covering the Businessagree, whether through a third party provider or captivenot in writing, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct of the Business to do any of the foregoing.

Conduct of the Business. From the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its termsClosing, except for (i) as otherwise expressly permitted or required by Lawthis Agreement, (ii) any Emergency Measures, (iii) as contemplated or permitted by this the Escrow 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 Letter, or (iv) as otherwise requested or consented to in writing by Buyer, which consent Seller shall not be unreasonably conditioned, withheld or delayed, Seller cause the Company and its Affiliates shall use commercially reasonable efforts Subsidiary to cause conduct the Business to be conducted in all material respects in the Ordinary Course of Business ordinary course consistent with past practice and Seller shall not permitpermit the Company or its Subsidiary to: (a) the Company to amend its certificate of incorporation or by-laws (or other comparable Organizational Documents), or take or authorize any action to wind up its affairs or dissolve; (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 of business 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, 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) as may be required by any Benefit Plan, amend the Phantom Plan or (ii) establish or enter into or amend any plan arrangement or agreement providing for any Transaction Bonus Payments, in each case so long as Seller is wholly liable through the Ordinary Course of Business adjustments to the Purchase Price contemplated in this Agreement or otherwise for all costs (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant without regard to any Business Employee Tax impact arising therefrom, except as explicitly set forth in Section 4.5(e)) of any material increase in compensation such amendment to the Phantom Plan or benefits, including severance or termination pay or adopt, entry into or the material amendment any provision of any Seller PlanTransaction Bonus Payments; (c) the Company to 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 any changes (by combination, reorganization or otherwise) in the capital structure of any Equity Intereststhe Company or its Subsidiary; (d) fail to use commercially reasonable efforts to (i) preserve intact the present business organization and reputation of the Company or 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 the Business and each Product; (e) license or sublicense any Licensed Q-Med Patent Rights, any other Patent Rights or Know How controlled by the Company or 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 any such intellectual property; (f) sell, assign, transfer, pledge or encumber, or grant any Lien (other than a Permitted Lien) on, any of its Assets, except in the ordinary course of business; (g) cancel, terminate or materially reduce the amount of any insurance coverage without obtaining comparable substitute insurance coverage; (h) make any material change to the its accounting policies or practices presently used by the Company or the Businesspractices, except as required by GAAP or applicable Law; (ei) the Company to effect merge or consolidate with any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalizationother Person; (fj) the amendment except as provided in Section 4.1(b), enter into or modification or termination of assume any Material Contract or adoption or entering into a new contract any agreement that would have been be a Material Contract if adopted or it existed as of the date hereof, other than any such agreements entered into in the ordinary course of business, or 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, except in each case (i) in the Ordinary Course of Business or as required by applicable Law, (ii) terminate any such activity otherwise permitted pursuant to another clause of this Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10)Material Contract; (gk) the Company (or, to the extent it would constitute an Assumed Liability, Seller or incur any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness for borrowed money in excess of $100,000Indebtedness, other than any indebtedness for borrowed money that will be repaid, settled and/or as to which trade accounts payable incurred in the Company will be released from obligations thereunder pursuant to Section 1.1ordinary course of business; (hl) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course ordinary course of Business business consistent with past practice or (ii) made in response pursuant to a the Company’s current risk of personal injury or damage to propertycapital expenditures budget; (jm) the Company to divest forgive, cancel or acquire, by merger, consolidation, acquisition of stock compromise any material debt or assetsclaim, or otherwise, waive or release any Person or business or division thereofright of material value; (kn) fail to pay, perform or satisfy, when due, any material liability or obligation of the Company to: or its Subsidiary (iother than any such liability that is being contested in good faith); (o) make fail to use commercially reasonable efforts to keep current and in place Regulatory Approvals relating to each Product; (p) 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 change Regulatory Documentation related to any material method of Tax accounting or Tax accounting period; Product; (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 claim a material refund or credit of Taxes or other material Tax benefit; (vq) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax ReturnLitigation; (lr) cancel or reduce in hire any material respect any insurance coverage covering employee other than as a replacement for an employee whose employment has been terminated since the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coveragedate hereof; or (ms) any agreement agree or commitment by Seller in connection with the conduct of the Business commit to do any of the foregoing.

Conduct of the Business. From the date hereof until the earlier Closing, Seller and each of the Closing or Companies, as applicable, shall conduct the termination Business in the ordinary course consistent with past practice and in compliance with Applicable Law and use their commercially reasonable efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of this Agreement in accordance with its termsthe present officers and employees of the Business, including the Key Personnel. Without limiting the generality of the foregoing, from the date hereof until the Closing, except for (i) as required by Law, (ii) any Emergency Measures, (iii) as contemplated or permitted by this Agreement (including disclosed on Section 4.9 and Section 4.10) or the Ancillary Agreements or as set forth in Section 2.8 or Section 4.1 5.01 of the Seller Disclosure Letter Schedules or (iv) as otherwise requested or consented to in writing by Buyer, Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), withheld or delayedwith respect to the Business, Seller will not, and its Affiliates shall use commercially reasonable efforts to cause will not permit the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permitCompanies to: (a) acquire a material amount of assets from any other Person except (i) pursuant to existing contracts or commitments set forth in the Company to amend its certificate Seller Disclosure Schedules or (i) otherwise in the ordinary course of incorporation or by-laws (or other comparable Organizational Documents)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) as may be required by any Benefit Plan, (ii) pursuant to existing contracts or commitments set forth in the Ordinary Course of Business Seller Disclosure Schedules or (iiii) otherwise in connection the ordinary course consistent with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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 Planpast practice; (c) the Company enter into, amend in any material respect or terminate a Contract, plan, or arrangement required to issue, sell or grant options, warrants or rights be disclosed pursuant to purchase or subscribe to, enter into any arrangement or contract with respect to the issuance or sale of any Equity InterestsSection 3.08(a); (d) incorporate, embed or otherwise include any material change to Open Source Materials or third party components into the accounting policies or practices presently used by ECN Platform other than in the Company or the Business, except as required by GAAP or applicable Lawordinary course of business consistent with past practice; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the Company to: (i) make or change any material method of Tax accounting or Tax accounting period; (ii) make, change, rescind change or revoke any material election in respect Tax election, make any agreement or settlement with any Taxing Authority regarding any amount of Taxes; (iii) , file any amended Tax return, 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 agreement, surrender any right to claim a material refund of Taxes, consent to any extension or credit waiver of Taxes or other material the limitation period applicable to any Tax benefit; (v) settle or compromise or dispute, claim, claim or assessment with a Governmental Authority relating to the Purchased Assets or file any amended Tax return with respect to a material amount 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 Taxthis 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 (viiv) file 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 Tax Returnaccounts 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) cancel enter into any lease of real property that relates to the Business; (m) commence any action, suit or reduce in proceeding relating to or involving the Business or the Purchased Assets; (n) allow any material respect any Permit to terminate, expire or lapse; (o) fail to maintain insurance coverage covering consistent with past practice relating to the Purchased Assets or the business and operations of the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (mp) any agreement agree or commitment by Seller in connection with the conduct of the Business 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, 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 be entitled to (i) pay cash dividends or otherwise to make cash distributions to their respective equityholders at any time prior to the Closing; (ii) repay or settle any Indebtedness, and make related capital increases or decreases, as the case may be; or (iii) take any action with respect to an Excluded Asset or Excluded Liability.

Conduct of the Business. From the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its termsDate, except for (i) as 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 on Section 2.8 or Section 4.1 5.01 of the Seller Disclosure Letter Schedule or (iv) as otherwise requested or consented to in writing contemplated by Buyer, which consent shall not be unreasonably conditioned, withheld or delayedany of the Transaction Documents, Seller shall, and shall cause its Affiliates Subsidiaries to, conduct the Business in the ordinary course consistent with past practices and shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to cause preserve intact the business relationships and goodwill of the Business and to keep available the services of any employee who will be conducted in all material respects in a US Transferred Employee. Without limiting the Ordinary Course generality of Business and the foregoing, from the date hereof until the Closing Date, except as set forth on Section 5.01 of the Disclosure Schedule or as contemplated by any of the Transaction Documents, neither Seller shall not permitnor any of its Subsidiaries will, with respect to the Business: (a) the Company to amend its certificate of incorporation modify or by-laws (amend, in any material respect, or other comparable Organizational Documents)terminate any Material Contract or waive, release or assign any material rights or claims thereunder; (b) except for any commitments or transactions entered into with any of the fifty (i50) as may be required by any Benefit Plan, largest customers of the Business (iidetermined on the basis of revenue for the last twelve months ending on the date hereof) in the Ordinary Course ordinary course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) the Company to issue, sell or grant options, warrants or rights to purchase or subscribe tobusiness, enter into any arrangement commitment or contract transaction with any customer that provides for aggregate payments of at least $1,000,000 on an annual basis and includes a term of more than one (1) year; (i) except with respect to Permitted Liens or sales of inventory in the issuance ordinary course of business, lease, license, mortgage, pledge, or sale encumber any assets or transfer, sell or dispose of any Equity Interestsassets for an aggregate purchase price in excess of $250,000 or (ii) dispose of or permit to lapse any Intellectual Property Rights; (d) other than in the ordinary course of business, authorize (i) any material change to fixed trade promotion activities involving in the accounting policies aggregate amounts in excess of 120% of the aggregate amount for such activities for the fiscal year ended December 31, 2003 or practices presently used by (ii) manufacturer’s coupon activities or programs involving quarterly forecasted coupon redemption costs in excess of 120% of the Company or the Business, except as required by GAAP or applicable Lawactual quarterly redemption costs during 2004; (e) except as required to comply with applicable law, make any material change in the Company compensation payable or to effect become payable to any mergerof its US Employees, consolidation recapitalizationUS Offered Employees or Transferred Employees other than normal recurring salary increases in the ordinary and usual course of business consistent with past practice, reclassificationor enter into or amend any employment, stock split severance, consulting, termination or like other agreement with, or any Employee Plans, Benefit Arrangements or International Plans for, or make any loan or advance to (other than pursuant to Seller’s tax-qualified defined contribution plan), any of the employees of Seller or its Subsidiaries or make any change in its capitalizationexisting borrowing or lending arrangements for or on behalf of any of such Transferred Employees pursuant to such plans or otherwise; (f) the amendment or modification or termination of any Material Contract or adoption or entering into a new contract that would have been a Material Contract if adopted or entered into prior except as required to the date hereofcomply with applicable law, except in each case (i) in adopt or pay, grant, issue, accelerate or accrue salary or other payments or benefits pursuant to any pension, profit-sharing, bonus, extra compensation, incentive, deferred compensation, group insurance, severance, termination, retirement or other employee benefit or incentive compensation plan, agreement or arrangement or any employment or consulting agreement, with or for the Ordinary Course benefit of Business any Transferred Employee, or as required by applicable Law, (ii) amend in any material respect any such activity otherwise permitted pursuant to another clause of this Section 4.1existing plan, agreement or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10)arrangement in a manner inconsistent with the foregoing; (g) the Company (or, enter into any contract or transaction relating to the extent it would constitute an Assumed Liability, Seller or any purchase of its Affiliates) to incur, create, assume or otherwise become liable assets primarily for any indebtedness for borrowed money use in the Business 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory)1,000,000; (i) neglect to file, or cause to be filed, on a timely basis and in a manner consistent with past practice, with appropriate taxing authorities all Tax Returns required to be filed prior to the Business to make any capital expenditures or commitments for capital expendituresClosing Date, other than (i) in the Ordinary Course of Business or (ii) made in response neglect to a pay or cause to be paid all Taxes owing, (iii) neglect to comply with all applicable laws, rules and regulations relating to the payment and withholding of Taxes, including paying over to the proper taxing authorities all amounts required to be so withheld and paid over under applicable laws or (iv) allow any lien for Taxes upon the Purchased Assets, except for statutory liens for current risk of personal injury or damage to propertyTaxes not yet due; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the 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 agreement, contract, commitment or arrangement to do anything described above that it is prohibited from doing. Notwithstanding the other similar agreement in respect provisions of a material amount of Taxes; this Section 5.01, Seller and its Affiliates (ivi) file any claim for a refund of material Taxes or surrender any right to claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or disputeshall retain sole and full control of, claimand full responsibility for, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct of the Business until the Closing and (ii) shall not be prohibited from taking any actions that do not relate primarily to do the Business, other than any such action which could reasonably be expected to result in any of the foregoingconditions to the Closing set forth in Article 10 not being satisfied, or that would materially impair the ability of Seller or Buyer to consummate the Closing in accordance with the terms hereof or materially delay such consummation.

Conduct of the Business. From Pending the date hereof Closing. Seller covenants that until the earlier Closing, each of the Closing or the termination of this Agreement in accordance with its termsSubsidiaries shall comply, except for (i) as 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, which consent shall not be unreasonably conditioned, withheld or delayed, Seller and its Affiliates shall use commercially reasonable efforts to cause the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permitcause the Subsidiaries to comply, with the provisions set forth below: (a) Each Subsidiary shall operate its respective Business in the Company ordinary course; (b) 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 representations and warranties of Seller not being true if they were made at any time prior to or as of the date of the Closing; (c) 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 Subsidiaries or any specific increase to any employee, officer, director, representative or agent of any of the Subsidiaries, (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) No Subsidiary shall amend its certificate of incorporation or by-laws (and neither the Seller nor any of the Subsidiaries shall enter into any merger or other comparable Organizational Documents)consolidation agreement involving any Subsidiary or its assets; (be) except (i) as may be required by Neither the Seller nor any Benefit Planof its Subsidiaries shall authorize for issuance, (ii) in the Ordinary Course of Business issue, sell, deliver or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business Employee of any material increase in compensation agree or benefits, including severance or termination pay or adopt, entry into or the material amendment of any Seller Plan; (c) the Company commit to issue, sell or grant deliver (whether through the issuance or granting of options, warrants or warrants, commitments, subscriptions, rights to purchase or subscribe to, enter into otherwise) any arrangement or contract with respect to the issuance or sale capital stock of any Equity Interests; (d) class or any material change to other securities or equity equivalents of any Subsidiary or amend any of the accounting policies terms of any such securities or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalizationagreements; (f) Seller shall use best efforts to maintain and preserve the amendment Business of each Subsidiary intact, to retain each Subsidiary's present employees so that they will be available after the Closing and to maintain each Subsidiary's existing relationships with customers, suppliers and others so that those relationships will be preserved after the Closing; (g) None of the Subsidiaries shall sell, assign or modification or termination dispose of any Material Contract of its material assets or adoption properties, tangible or entering intangible, or incur or assume any liabilities or enter into a new contract 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 loans, advances or capital contributions to or investments in any other person or entity; (i) 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 have been a Material Contract if adopted make any representation or entered into warranty inaccurate or untrue or that would result in any of the conditions set forth in Article VIII hereof not being satisfied; (k) Seller and its Subsidiaries shall comply in all material respects with all Applicable Laws including, without limitation, Environmental Laws; (l) Each Subsidiary shall maintain the books of account and records in the usual, regular and customary manner consistent with practices employed prior to the date hereof, except in ; (m) Seller and each case Subsidiary shall not implement or adopt (i) any change in its accounting methods or principles or the Ordinary Course of Business application thereof (including depreciation lives) or as required by applicable Law, (ii) any such activity otherwise permitted pursuant to another clause of this Section 4.1, material change in its tax methods or (iii) as otherwise contemplated principles or permitted by this Agreement the application thereof (including Section 4.9 and Section 4.10depreciation lives);; and (gn) the Company (orNo Subsidiary shall split, to the extent it would constitute an Assumed Liabilitycombine or reclassify any shares of its capital stock, Seller declare, set aside or pay any dividends or other distributions in respect of its capital stock or redeem, purchase or otherwise acquire any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct of the Business to do any of the foregoingstock.

Conduct of the Business. From the date hereof until the earlier Closing Date, except as would constitute a violation of Applicable Law, as set forth on Section 5.01 of the Closing or the termination of this Agreement in accordance with its termsBaker Hughes Disclosure Schedule, except for (i) as 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 by Partner in writing by Buyer, (which consent shall not be unreasonably conditioned, withheld or delayed), Seller and its Affiliates Baker Hughes shall use its commercially reasonable efforts to cause conduct the Baker Hughes Contributed Business to be conducted in all material respects in the Ordinary Course ordinary course consistent with past practice and shall use its commercially reasonable efforts to preserve intact the business organizations and relationships with third parties and to keep available the services of Business and Seller the present employees of the Baker Hughes Contributed Business. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except as would constitute a violation of Applicable Law, as set forth on Section 5.01 of the Baker Hughes Disclosure Schedule, as contemplated by this Agreement or as consented to by Partner in writing (which consent shall not permitbe unreasonably conditioned, withheld or delayed), Baker Hughes will not: (a) the Company to amend its certificate of incorporation or by-laws acquire (or other comparable Organizational Documents); (b) except (i) as may be required by any Benefit Plan, (ii) in the Ordinary Course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) 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 any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any material assets, securities, properties, interests or otherwisebusinesses for the conduct of the Baker Hughes Contributed Business or the Company, other than in the ordinary course of business consistent with past practice; (b) make any material modification to a facility related to the Baker Hughes Contributed Business or otherwise incur capital expenditures in excess of $150,000 in the aggregate, except in accordance with the capital expenditures plan set forth on Section 5.01(b) of the Baker Hughes Disclosure Schedule, and Baker Hughes will comply in all material respects with such capital expenditures plan; (c) sell, lease, license or otherwise dispose of or fail to maintain, enforce or protect any material Baker Hughes Transferred Assets (for the avoidance of doubt, other than dispositions of consumables in the ordinary course of business and dispositions of any other assets in an aggregate amount not to exceed $500,000); (d) sell, assign, transfer, lease, grant a license or sublicense to, abandon, permit to lapse or otherwise dispose of any Baker Hughes Transferred IP other than nonexclusive licenses granted in the ordinary course of business consistent with past practice or take, or fail to take, any Person action that could reasonably be expected to result in the loss, expiration, lapse or abandonment of any Baker Hughes Transferred Patent; (e) increase the compensation or benefits of the Baker Hughes Business Employees other than in the ordinary course of business or division thereofas required by Applicable Law or the terms of any Baker Hughes Employee Plan or collective bargaining agreement or settle any material employment-related claims; (f) other than in the ordinary course of business, hire any new Baker Hughes Business Employees or terminate any Baker Hughes Business Employees other than for cause; (g) implement any employee layoffs implicating the WARN Act; (h) sell, issue, lease, exclusively license, grant, pledge or otherwise transfer, or create or incur any Lien on, any shares or other interests of the Company or any of its Subsidiaries; (i) amend the organizational documents, or adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, of the Company or any of its Subsidiaries; (j) make any loans, advances or capital contributions to, or investments in, any other Person with respect to the Baker Hughes Contributed Business, other than in the ordinary course of business consistent with past practice; (k) the Company to: (i) make create, incur, assume 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority otherwise become liable with respect to a material amount any indebtedness for borrowed money with respect to the Baker Hughes Contributed Business or guarantees thereof, except for trade credit or trade payables incurred in the ordinary course of Tax; business consistent with past practice and guarantees of indebtedness incurred under existing credit facilities, which guarantees will be terminated prior to or (vi) file any material Tax Returnas of the Closing; (l) cancel enter into any agreement that limits or reduce restricts the conduct of the Baker Hughes Contributed Business or that could, after the Closing Date, limit or restrict the Company (or any of its Subsidiaries) or any direct or indirect members of the Company (excluding Baker Hughes and its Affiliates other than the Company) from engaging or competing in any line of business, in any location or with any Person or enter into, amend or modify in any material respect or terminate any insurance coverage covering Baker Hughes Transferred Contract or otherwise waive, release or assign any material rights, claims or benefits of the Business, whether through a third party provider or captiveBaker Hughes Contributed Business under any Baker Hughes Transferred Contract, except for commercially reasonable agreements with new customers made at arm’s length and for amendments, terminations or non-renewals in the ordinary course of business consistent with past practices or, if not consistent with past practices, in a fashion that is intended to improve the long term profitability of the relationship, including but not limited to improving the prospects for retaining the relationship for a longer period of time; (m) settle any cancellation material litigation, investigation, arbitration, proceeding or other claim involving or against the Baker Hughes Contributed Business other than settlements involving only monetary payment in connection an amount not to exceed $250,000 individually or $500,000 in the aggregate, or any litigation, arbitration, proceeding or dispute that relates to the transactions contemplated hereby or by any Ancillary Agreement; (n) allow any insurance policies covering the Baker Hughes Transferred Assets to lapse unless replaced with the replacements of a policy by a new or successor policy of insurance policies providing substantially similar coverage; or (mo) any agreement agree or commitment by Seller in connection with the conduct of the Business commit to do any of the foregoing.

Conduct of the Business. From the date hereof until the earlier Closing Date, except as set forth in Section 5.01 of the Disclosure Schedule, as expressly contemplated by the Transaction Documents or with Buyer’s consent (which shall not be unreasonably withheld, conditioned or delayed), Seller shall conduct the Business in the ordinary course consistent with past practice and shall use its commercially reasonable efforts to preserve intact the Business’s business organizations and relationships with third parties and to keep available the services of the current Business Employees. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except as set forth in Section 5.01 of the Disclosure Schedule, as expressly contemplated by the Transaction Documents (including Section 7.08 of this Agreement) or with Buyer’s consent (which shall not be unreasonably withheld, conditioned or delayed), with respect to the Business, the Purchased Assets, the Assumed Liabilities or the termination Purchased Subsidiaries, as applicable, Seller shall not and shall cause its Subsidiaries not to: (a) amend the articles of this Agreement incorporation, bylaws or other similar organizational documents of any Purchased Subsidiary; (b) acquire a material amount of assets from any other Person except (i) pursuant to existing contracts or commitments or (ii) otherwise in accordance the ordinary course of business consistent with past practice; (c) sell, lease, license or otherwise dispose of any assets or properties that would be a Purchased Asset or an asset of the Purchased Subsidiaries except (i) pursuant to existing contracts or commitments, (ii) cash dividends or other cash distributions to Seller or its termsAffiliates, (iii) sales of inventory or disposal of damaged goods or obsolete inventory in the ordinary course of business consistent with past practice or (iv) any such asset with a replacement cost of less than $100,000; (d) create or otherwise incur any Lien on any material Purchased Asset or any material asset of any Purchased Subsidiary, other than Permitted Liens; (e) incur any capital expenditures, except for (i) as required those contemplated 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 capital expenditure budget set forth in Section 2.8 or Section 4.1 5.01(e) of the Seller Disclosure Letter or (iv) as otherwise requested or consented to in writing by Buyer, which consent shall not be unreasonably conditioned, withheld or delayed, Seller Schedule and its Affiliates shall use commercially reasonable efforts to cause the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permit: (a) the Company to amend its certificate of incorporation or by-laws (or other comparable Organizational Documents); (b) except (i) as may be required by any Benefit Plan, (ii) unbudgeted capital expenditures not to exceed $500,000 individually or $2,000,000 in the Ordinary Course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) 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 any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalizationaggregate; (f) other than in connection with actions permitted by Section 5.01(e), make any loans, advances or capital contributions to, or investments in, any other Person, other than advances to Business Employees in the amendment ordinary course of business consistent with past practice; (g) other than in the ordinary course of business consistent with past practice, enter into any transaction that would constitute an Assumed Liability in excess of $500,000 individually or modification $2,000,000 in the aggregate; (h) except as required by Applicable Law, (i) amend or termination of modify in any material respect or terminate any Material Contract Contract, or adoption otherwise waive or entering release any material rights, claims or benefits of the Business thereunder or (ii) other than in the ordinary course of business consistent with past practice, enter into a new any contract that would have been a Material Contract or arrangement that, 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any a Material Assets, other than Inventory)Contract; (i) the Business settle, or offer or propose to make any capital expenditures or commitments for capital expendituressettle, other than (i) any material Action involving the Business (excluding any Existing Litigation Right or any right relating solely to an Excluded Asset or Excluded Liability), except where the amount paid in settlement or compromise does not exceed (x) the Ordinary Course amount of Business any reserves specifically reflected on the Balance Sheet in respect of such Action or (y) the aggregate coverage provided for under any insurance policy in respect of such Action, in either case, as long as such settlement or compromise does not impose any material equitable relief on any Purchased Subsidiary, Buyer or its Affiliates and Seller makes provision for delivery to Buyer of all insurance proceeds to which Seller is entitled in respect thereof, or (ii) made in response any Action relating to a current risk of personal injury or damage to propertythe transactions contemplated by this Agreement; (j) the Company with respect to divest or acquireany Purchased Subsidiary, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the Company to: (i) make or change any material Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting accounting, amend any Tax Returns or file claims for Tax accounting period; (ii) makerefunds, change, rescind or revoke any material election in respect of Taxes; (iii) enter into any closing agreement agreement, settle any Tax claim, audit or other similar agreement in respect of a material amount of Taxes; (iv) file any claim for a refund of material Taxes assessment, or surrender any right to claim a material refund or credit of Taxes Tax refund, offset or other reduction in Tax liability, in each case except in the ordinary course of business consistent with past practices or if such action will have no material effect on the Tax benefit; liability of the Purchased Subsidiary (vother than for Pre-Closing Taxes representing Income Taxes); (k) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file make any material Tax Returnchange in any method of accounting or accounting practice, except for any such change required by reason of a concurrent change in GAAP; (l) cancel other than as required by Applicable Law or reduce the terms of a Business Benefit Plan, collective bargaining agreement or works council agreement existing on the date hereof or, to the extent permitted by this Agreement, entered into after the date hereof: (A) (i) increase the compensation or benefits of the Business Employees, other than increases in salaries or wages in the ordinary course of business consistent with past practice for Business Employees whose annual salary (prior to such increase) does not exceed $175,000; provided that any material respect such increases do not exceed 15% individually or 4% in the aggregate; (B) enter into any insurance coverage covering new (x) employment, change in control, or similar agreement with any Business Employee (other than, in jurisdictions outside the BusinessUnited States, whether through employment agreements entered into in the ordinary course of business consistent with past practice that are substantially consistent with the form employment agreements customarily entered into in such jurisdictions by Seller or its Affiliate) or (y) severance or similar agreement with any Business Employee who becomes a third party provider Transferred Employee; (C) (x) amend or captive, except for terminate any cancellation Purchased Subsidiary Benefit Plan (other than immaterial amendments in connection with annual renewals of welfare benefit plans), Assumed Plan or collective bargaining agreement or works council agreement or adopt any collective bargaining agreement or works council agreement or any plan or arrangement that would constitute a Purchased Subsidiary Benefit Plan or Assumed Plan or (y) amend any Retained Benefit Plan, except to the replacements extent such amendment does not disproportionately and materially affect Business Employees or materially increase the benefits of any Business Employee; (D) accelerate the vesting or payment of amounts due to any Business Employee or cause the funding of any rabbi trust or in any way secure the payment of benefits, in each case, under any Purchased Subsidiary Benefit Plan or Assumed Plan; (E) hire or engage any new employee who will be a Business Employee or engage any other individual service provider of a policy by a new or successor policy Purchased Subsidiary, in either case with annual base compensation in excess of similar coverage$175,000; or (F) terminate the employment or engagement, other than for cause, of any Business Employees with annual base compensation in excess of $175,000; (m) authorize for issuance, issue, sell or deliver (i) any agreement capital stock of, or commitment by Seller in connection with the conduct other equity or voting interest in, any of the Purchased Subsidiaries or (ii) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire any (x) shares of capital stock of, or other equity or voting interest in any of the Purchased Subsidiaries, (y) securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of the capital stock of, or other equity or voting interest in, any of the Purchased Subsidiaries (including rights, warrants or options) or (z) phantom stock or similar equity-based payment option with respect to any Purchased Subsidiary; (n) split, combine, redeem, reclassify, purchase or otherwise acquire directly, or indirectly, any shares of capital stock of, or other equity or voting interest in, any of the Purchased Subsidiaries, or make any other change in the capital structure of any of the Purchased Subsidiaries; (o) enter into or materially amend any lease of real property for use in the Business, assign any Real Property lease or enter into any sublease of the premises covered by the Real Property leases; (p) other than in the ordinary course of business consistent with past practice, undertake any alterations or improvements to the owned Real Property or Real Property subject to a Real Property lease in excess of $500,000 in the aggregate; (q) except for changes or modifications of an administrative or ministerial nature and changes or modifications which would not reasonably be expected to have an adverse impact on the Business or the net asset value of the Business, change or modify its now existing credit, collection or payment policies, procedures or practices, including acceleration of collections of receivables (whether or not past due) or fail to pay or delay payment of payables in a manner inconsistent with its now existing practices; (r) pay, discharge, settle or satisfy any Liability which if not so discharged, settled or satisfied, would be an Assumed Liability, other than payment of current Liabilities in the ordinary course of business or if such discharge, settlement or satisfaction would reasonably be expected to have any adverse impact on the Business, the Purchased Assets or Assumed Liabilities; or (s) agree or commit to do any of the foregoing. For the avoidance of doubt, nothing in this Section 5.01 shall restrict Seller or any of its Subsidiaries, in any respect, from taking any action to (i) cause each Purchased Subsidiary to dividend, distribute or otherwise pay to Seller or any of its Affiliates any or all of the cash and cash equivalents of such Purchased Subsidiary; (ii) remove, or cause any Subsidiary to remove, and pay to Seller or any of its Affiliates any cash and cash equivalents held in any bank account that is a Purchased Asset, (iii) settle intercompany balances between any Purchased Subsidiary, on the one hand, any Seller or any Retained Subsidiary, on the other hand, and make capital increases or decreases in connection therewith, in each case in a manner that does not increase Assumed Liabilities or the Liabilities of any Purchased Subsidiary as of the Closing or thereafter (other than any Liability reflected in the Modified Net Asset Value Adjustment or for which Seller would have an indemnification obligation under Section 11.02(a) that is not subject to any limitation thereunder) and (iv) in connection with any of clauses (i), (ii) and (iii) above, cause any Purchased Subsidiary to incur Indebtedness for borrowed money from another Purchased Subsidiary.

Conduct of the Business. From the date hereof until the earlier of Closing Date, Seller will cause the Closing or Company to, and Seller will conduct the termination of this Agreement Company's business in accordance the ordinary course consistent with its termspast practice, except for use their reasonable best efforts to (i) as required by Lawpreserve intact the business organization of the Company and relationships with third parties having business relations with the Company, and (ii) any Emergency Measures, (iii) as contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10) or keep available the Ancillary Agreements or as set forth in Section 2.8 or Section 4.1 services of the Seller Disclosure Letter or (iv) as otherwise requested or consented to in writing by Buyerpresent employees of the Company. Without limiting the generality of the foregoing, which consent shall not be unreasonably conditioned, withheld or delayedfrom the date hereof until the Closing Date, Seller and its Affiliates shall use commercially reasonable efforts to will cause the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall Company not permitto: (a) the Company to amend its certificate acquire a material amount of incorporation or by-laws (or assets from any other comparable Organizational Documents)Person; (b) except sell, lease, license or otherwise dispose of any assets (i) as may be required by any Benefit Plan, (ii) other than accounts receivable in the Ordinary Course ordinary course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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 Planbusiness); (c) the Company to issue, sell merge or grant options, warrants consolidate with any other Person or rights to purchase or subscribe to, enter into any arrangement or contract with respect to the issuance or sale acquire a material amount of assets of any Equity Interestsother Person; (d) issue any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Lawcapital stock; (e) (i) grant any severance or termination pay to any director, officer or employee of the Company, (ii) enter into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company, (iii) change benefits payable under existing severance or termination pay policies of the Company or employment agreements to effect which the Company is a party, (iv) change compensation, bonus or other benefits payable to directors, officers or employees of the Company, (v) accelerate the vesting or otherwise modify any mergerCompany option, consolidation recapitalizationrestricted stock or other outstanding rights or other securities, reclassification, stock split or like (vi) change in its capitalization;any other Company policy or practice; or (f) the amendment agree or modification or termination of any Material Contract or 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct of the Business commit to do any of the foregoing. The Seller will not, and will cause the Company not to, (i) take or agree or commit to take any action that would make any representation and warranty of the Company or Seller under this Agreement on the date of its execution and delivery inaccurate in any material adverse respect at, or as of any time prior to, the Closing Date or (ii) intentionally omit or agree or commit to omit to take any action necessary to prevent any such representation or warranty from being inaccurate in any material adverse respect at any such time.

Conduct of the Business. From (a) Seller will and Sentex will cause Seller to use its reasonable efforts under its existing financial condition to, prior to the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, except for Closing: (i) as required by Law, maintain its corporate existence; (ii) any Emergency Measurespreserve its material business organization intact, retain its permits, licenses and franchises, preserve the existing contracts and do nothing to intentionally diminish its goodwill of its customers, suppliers, personnel and others having business relations; (iii) as contemplated or permitted by this Agreement conduct its business only in the ordinary course; and (including Section 4.9 iv) not take any action to intentionally cause a material breach of representations and Section 4.10) or the Ancillary Agreements or as warranties of Sentex and Seller set forth in Section 2.8 this Agreement. (b) Seller will not, and Sentex will cause Seller not to, prior to the Closing, without Buyer's prior written consent: (i) change its method of management or Section 4.1 operations; (ii) dispose of or acquire any material assets or properties, other than inventory and the collection of its accounts receivables in the ordinary course of Seller's business or any of the Seller Disclosure Letter Excluded Assets; (iii) except in the ordinary course of Seller's business, subject any of its properties or assets to any lien, security interest or encumbrance; (iv) as otherwise requested or consented to in writing by Buyer, which consent shall not be unreasonably conditioned, withheld or delayed, Seller and its Affiliates shall use commercially reasonable efforts to cause the Business to be conducted in all material respects except in the Ordinary Course ordinary course of Business and Seller shall not permit:Seller's business, modify, amend, cancel or terminate any existing agreement material to the Business; (av) except in the Company ordinary course of Seller's business, make any change in the compensation paid or payable to amend its certificate any officer, director, employee, agent, representative or consultant of incorporation Seller listed on SCHEDULE 6.01(j) or by-laws pay or agree to pay any bonus or similar payment (or other comparable Organizational Documentsthan bonus payments to which Seller is committed, and which are disclosed in this Agreement); (b) except (i) as may be required by any Benefit Plan, (ii) in the Ordinary Course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) 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 any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the 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; (iiivi) enter into any closing contract or agreement with respect to which Seller has any liability or obligation, contingent or otherwise, or that may otherwise have any continuing effect after the Closing, other than in the ordinary course of business, or that may place any material limitation on the method of conducting or scope of the Business; (vii) declare, pay or set aside for payment any dividend (in stock or property, excluding cash) or other similar agreement distribution of property, excluding cash, in respect of a material amount of Taxes; (iv) file any claim for a refund of material Taxes or surrender any right to claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax ReturnSeller's capital stock; (lviii) cancel discharge any indebtedness, the effect of which might adversely affect Buyer's future relationships with customers or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements suppliers of a policy by a new or successor policy of similar coverageSeller; or (mix) take any agreement other action that would materially and adversely affect or commitment by Seller in connection with detract from the conduct value of Seller, its assets or the Business to do any of the foregoingBusiness.

Conduct of the Business. From the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its termsand the First Effective Time, except for (ia) as required by Law, (ii) any Emergency Measures, (iii) as expressly contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10) or the Ancillary Agreements herein or as set forth in on Section 2.8 or Section 4.1 4.01 of the Seller Company Disclosure Letter Schedules, or (ivb) as otherwise requested or if Parent shall have consented to in writing by Buyer, (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed), Seller and its Affiliates (i) the Company shall use its commercially reasonable efforts to cause (A) conduct its business in the Business usual, regular and ordinary course of business in substantially the manner heretofore conducted, (B) pay its debts and Taxes when due (subject to Parent’s review and consent to the filing of any Tax Return, such consent not to be conducted unreasonably withheld, conditioned or delayed), (C) pay or perform other obligations when due, (D) preserve intact in all material respects in the Ordinary Course present business organizations of Business the Company, (E) keep available the services of the present officers and Seller employees of the Company and (F) preserve the relationships of the Company with customers, suppliers, distributors, licensors, licensees, and others having business dealings with them, each of (A) through (F) herein with the goal of preserving unimpaired the goodwill and ongoing business of the Company at the First Effective Time and (ii) the Company shall not permitnot: (a) except for issuances as may result from the conversion of Company to amend its certificate Preferred Stock or the exercise of incorporation Company Options or by-laws for issuances of replacement certificates for shares of Company Stock and except for issuance of new certificates for shares of Company Stock in connection with a transfer of Company Stock by the holder thereof, issue, sell or deliver (or other comparable Organizational Documents)authorize or propose the issuance, sale or delivery of) any of its equity securities or issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any of its equity securities; (b) except (i) as may be required by any Benefit Plan, (ii) in the Ordinary Course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) 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 any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock equity split or like change in its capitalization; (c) cause or permit any modifications, amendments or changes to any Organizational Document of the Company or alter, or enter into any commitment to alter, its interest in any corporation, association, joint venture, partnership or business entity in which the Company directly or indirectly holds any interest; (d) declare, set aside, or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of its equity interests, or directly or indirectly make any redemption or purchase of its equity interests (other than with respect to the repurchase of Company Stock from former Employees of the Company pursuant to agreements in effect as of the date hereof); (e) sell, assign or transfer any of its material tangible assets, except for sales of products in the ordinary course of business consistent with past practice; (f) sell, assign, transfer or license any Owned Intellectual Property, nor grant any sublicenses under, or other rights with respect to, any Licensed Intellectual Property, except for non-exclusive licenses granted in the amendment ordinary course of business in connection with the performance of services or modification other activities on behalf and for the benefit of the Company and consistent with past practice; (g) amend, modify and/or terminate, nor waive, release or termination of assign any material rights or claims under any Material Contract; (h) enter into or materially amend, modify and/or voluntarily terminate any Contract or adoption or entering into a new contract that would have been constitute a Material Contract if adopted or it had been entered into prior to as of the date hereof, except in each case ; (i) fail to take commercially reasonable efforts which are customary in the Ordinary Course Company’s industry to protect and maintain the Owned Intellectual Property and, to the extent the Company is responsible for the prosecution and maintenance thereof, the Licensed Intellectual Property; (j) make any capital investment in, or any loan to, any other Person, except pursuant a Contract for which the Company is a party to as of Business the date hereof and a copy of which has been provided to Parent; (k) make any capital expenditures or commitments therefor in excess of $25,000, except pursuant a Contract for which the Company is a party to as of the date hereof and a copy of which has been provided to Parent; (l) make any loan to, or enter into any other material transaction with, any of its officers, Employees or any party described in Section 2.17 except pursuant to a Contract for which the Company is a party to as of the date hereof and a copy of which has been provided to Parent; (m) except to the extent required by applicable Law, (ii1) grant or announce any such activity otherwise permitted incentive awards or any increase in the salaries, bonuses or other compensation (cash, equity or otherwise) and benefits payable by the Company to any of its Employees, officers, directors or other service providers; (2) enter into or amend any employment, change in control, severance, retention, consulting or similar contract with any officer, Employee, consultant or other agent of the Company; (3) grant any severance or termination pay (cash, equity or otherwise) to any Employee, except pursuant to another clause of this Section 4.1written agreements outstanding, or policies existing, on the date hereof and as previously disclosed in writing to Parent, or adopt any new severance plan, or amend or modify or alter in any respect any severance plan, agreement or arrangement existing on the date hereof; or (iii4) terminate or materially amend any Company Employee Benefit Plan or adopt any arrangement for the current or future benefit or welfare of any officer or employee of the Company that would be a Company Employee Benefit Plan if it were in existence as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10)of the date hereof; (gn) except as set forth in Section 4.01(n) of the Company Disclosure Schedules, hire, offer to hire or terminate (except for cause or non-performance) any Employees, or encourage any Employees to resign from the Company; (o) commence or settle any material claim or Action; (p) waive or release any material right or claim of the Company, including any write-off or other compromise of accounts receivable of the Company; (q) cancel any material third-party Indebtedness owed to the Company; (r) other than the New Debt, incur any Indebtedness, amend the terms of any outstanding loan agreement, guarantee any Indebtedness of any Person, issue or sell any debt securities or guarantee the Indebtedness of any Person or encumber any assets of the Company; (s) cancel or amend any insurance policy of the Company; (t) grant any discounts, credits or rebates to any customer or supplier of the Company other than in the ordinary course of business consistent with past practices; (u) change the Company’s accounting policies or procedures in any material respect (other than as required by GAAP), including with respect to reserves for doubtful accounts, or payment or collection policies or practices; (v) revalue any assets of the Company (orwhether tangible or intangible), including writing down the value of inventory or writing off notes or accounts receivable; (w) enter into any agreement to purchase or sell any interest in real property, grant any security interest in any real property, enter into any lease, sublease, license or other occupancy agreement with respect to any real property or alter, amend, modify, violate or terminate any of the terms of any Real Property Leases; (x) acquire or agree to acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or any equity securities, that are material individually or in the aggregate, to the extent it would constitute an Assumed Liability, Seller or any business of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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 1.1Company; (hy) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 with respect to the Business (Company and excluding any Material Assetsits Subsidiaries, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the 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) , adopt or change any accounting period or method in respect of Taxes, enter into any closing agreement or other similar agreement in respect of a material amount Taxes with any Governmental Entity, settle any claim or assessment in respect of Taxes; (iv) file any claim for a refund of material Taxes or , surrender any right to claim a material refund any Tax refunds, consent to any extension or credit waiver of the limitation period applicable to any claim or assessment in respect of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file amend any material Tax Return; (lz) cancel accelerate the payment of receivables, or reduce engage in any material respect any insurance coverage covering the Business, whether through a third party provider channel-loading or captive, except for any cancellation in connection with the replacements other similar acceleration of a policy by a new or successor policy of similar coveragesales; or (maa) any agreement take, commit, or commitment by Seller agree in connection with the conduct of the Business writing or otherwise to do take, any of the foregoingactions described in Section 4.01.

Conduct of the Business. From Pending the date hereof until Closing. Until the earlier of closing, Transferor and the Closing or the termination of this Agreement in accordance with its terms, except for (i) as 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, which consent Stockholders shall not be unreasonably conditioned, withheld or delayed, Seller and its Affiliates shall use commercially reasonable efforts to cause operate the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permitordinary course in a manner consistent with past practices and: (a) 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 Company Business or any material development with respect to amend its certificate any such claim, litigation, proceeding or governmental investigation, (ii) the occurrence of incorporation any event or by-laws 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 other comparable Organizational Documents)the Assets; (b) except Transferor shall not (i) as may grant or agree to grant any 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 required by at an annual rate in excess of $30,000, or any Benefit Planincrease 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, (ii) in the Ordinary Course of Business amend, adopt or terminate any Plans or (iii) in connection enter into any employment, bonus, deferred compensation or any other agreement with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business Employee of any material increase in compensation employee or benefits, including severance or termination pay or adopt, entry into or the material amendment of any Seller Planagent; (c) Transferor shall use reasonable efforts, consistent with its past practices, (i) to preserve the Company business organization of the Business intact and to issuepreserve the goodwill and business of those having business relations with the Business, sell or grant options(ii) to retain the services of the employees of the Business, warrants or rights and (iii) to purchase or subscribe topreserve all trademarks, enter into any arrangement or contract with respect to trade names, logos and copyrights and related registrations of the issuance or sale of any Equity InterestsBusiness; (d) Transferor shall not (i) enter into or renew any material change to the accounting policies agreement, commitment or practices presently used by the Company or the Businesslease which, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or adoption or entering into a new contract that would have been a Material Contract if adopted or entered into prior to the date hereofof this agreement, except would have been required to be included in each case (i) in the Ordinary Course of Business or as required by applicable Lawschedule 4.8, (ii) cause or take any such activity action to allow any lease, agreement or commitment relating to the Business to lapse (other than in accordance with its terms), to be modified in any material adverse respect, or otherwise permitted pursuant to another clause 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 this Section 4.1substantial value to the Business, or (iiiiv) as otherwise contemplated make or permitted by this Agreement commit to make any capital expenditures which, individually or in the aggregate, involve payments in excess of $50,000; (including Section 4.9 e) except in the ordinary course and Section 4.10)substantially consistent with past practice, Transferor 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, 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 the operation of the Business; (f) Transferor shall not make any material change in the manner in which the Business is operated or the accounting principles or practices employed in connection with the Business; (g) the Company (orTransferor shall duly comply, in all material respects, with all laws, ordinances, orders, injunctions and decrees applicable to the extent it would constitute an Assumed Liability, Seller or any operation of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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 1.1Business; (h) the sale, assignment, transfer, conveyance, lease or other disposal of any properties, rights or assets Transferor shall maintain all of the Business other than tangible assets sold or disposed of used in the Ordinary Course of Business or which are otherwise immaterial in customary repair, maintenance and condition, except to the Business (extent of normal wear and excluding tear, and Transferor shall replace any Material Assets, other than Inventory)items of equipment at time intervals consistent with past practices; (i) Transferor shall maintain insurance on the tangible assets used in the Business to make any capital expenditures or commitments for capital expenditures, other than (i) and on the Business in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to propertyaccordance with past practices; (j) Transferor shall not take any action to accelerate collection of accounts receivable or to defer payment of liabilities, except in the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof;ordinary course consistent with past practices; and (k) the Company to: (i) Transferor may make or change any material method of Tax accounting or Tax accounting period; (ii) makecash distributions to its Stockholders provided such distributions do not result, 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct as of the Business to do any of the foregoingclosing, in current liabilities exceeding current assets.

Conduct of the Business. 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 required by Law, (ii) any Emergency Measures, (iii) as contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10) or until 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, which consent shall not be unreasonably conditioned, withheld or delayedClosing Date, Seller shall conduct the Business in the ordinary and its Affiliates shall 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 cause preserve 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 hereof to the Closing Date, except as may be conducted first approved by the Parent in all material respects in writing, or as is otherwise expressly permitted or required by this Agreement, the Ordinary Course of Business and Seller shall not permitnot: (a) Cancel, encumber, or in any way discharge, terminate, adversely modify or amend or impair the Company Real Property Lease or any Assumed Contract other than in the ordinary course of business, or commit any act or fail to amend its certificate take any action that would cause a material breach of incorporation any such Assumed Contract or by-laws (or other comparable Organizational Documents)the Real Property Lease; (b) except (iExcept for refunds described in Schedule 6.2(b)(i) as may be required and royalty relief described in Schedule 6.2(b)(ii), waive, modify, alter, reduce or compromise any amounts payable by any Benefit Plan, (ii) in the Ordinary Course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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 PlanFranchisee; (c) the Company to issue, sell 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 dispose of any Equity Interestsof the Purchased Assets except for immaterial sales or other dispositions in the ordinary course of business; (d) Create or suffer or permit the creation of any material change Encumbrance (other than Permitted Encumbrances) on any of the Purchased Assets or with respect thereto, unless such Encumbrance will be discharged prior to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable LawClosing; (e) Take any action that would prevent Seller from consummating the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change transactions contemplated in its capitalizationthis Agreement; (f) the amendment Knowingly violate any applicable law, statute, rule, governmental regulation or modification or termination order of any Material Contract court or adoption governmental regulatory authority (whether federal, state 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10local); (g) Make any capital commitment or addition to property, plant or equipment of the Company (orSeller, to individually or in the extent it would constitute an Assumed Liabilityaggregate, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness for borrowed money in excess of $100,00010,000, other than any indebtedness those to be paid for borrowed money that will be repaid, settled and/or as in full prior to which the Company will be released from obligations thereunder pursuant to Section 1.1Closing; (h) the saleTake, assignmentor fail to take, transfer, conveyance, lease any other action which would reasonably be expected to result in a material breach or other disposal of inaccuracy in any properties, rights or assets of the Business other than assets sold representations or disposed warranties of Seller contained in the Ordinary Course of Business or which are otherwise immaterial to the Business (and excluding any Material Assets, other than Inventory)this Agreement; (i) 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 transaction whereby Seller receives an advance or lump sum payment that provides value or a discount to make any capital expenditures or commitments future value for capital expenditures, other than (i) a period in the Ordinary Course excess of Business or (ii) made in response to a current risk of personal injury or damage to property;six months; and (j) the Company to divest Agree or acquirecommit, by merger, consolidation, acquisition of stock or assets, whether in writing or otherwise, any Person or business or division thereof; (k) the 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct of the Business to do take any of the foregoingactions specified in the foregoing clauses.

Conduct of the Business. (a) From the date hereof until the earlier of Closing Date, the Closing or Asset Sellers shall, and the termination of this Agreement in accordance with its terms, except for (i) as 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, which consent Share Sellers shall not be unreasonably conditioned, withheld or delayed, Seller and its Affiliates shall use commercially reasonable efforts to cause the Transferred Subsidiaries to, conduct the Business to be conducted in all material respects only in the Ordinary Course of Business and Seller shall use its commercially reasonable efforts to preserve intact the relationships of the Business with third parties and to keep available the services of their respective Business Employees. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except as disclosed on Schedule 5.01, the Asset Sellers will not permitand the Share Sellers will not, without the written consent of Buyer, permit any Transferred Subsidiary to: (ai) the Company to amend its certificate sell, lease, license or otherwise dispose of incorporation any Purchased Assets or by-laws (or other comparable Organizational Documents); (b) assets of any Transferred Subsidiaries except (iA) as may be required by any Benefit Plan, pursuant to existing contracts or commitments disclosed on Schedule 3.10 or (iiB) otherwise in the Ordinary Course of Business in individual amounts of less than $50,000; (ii) create or incur any Lien on any Purchased Asset, asset of any Transferred Subsidiary, Interest or AI Interest, in each case other than Permitted Liens; (iii) terminate, amend in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to material respect or waive any Business Employee material provision of any material increase in compensation Material Contract, or benefits, including severance or termination pay or adopt, entry into or the material amendment of any Seller Plan; (c) 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 any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or adoption or entering into a new contract that or agreement that, if in existence on the date of this Agreement, would have been a Material Contract if adopted required to have been set forth on Schedule 3.10, other than exhibitor, sponsor or custom publishing contracts or agreements entered into prior to the date hereof, except in each case (i) in the Ordinary Course of Business; (iv) except as otherwise provided in this Agreement, (i) amend any employment, deferred compensation, severance, retirement or other similar agreement with any Business or as required by applicable LawEmployee, (ii) grant any such activity otherwise permitted pursuant severance or termination pay to another clause of this Section 4.1, any Business Employee or (iii) as otherwise contemplated change any compensation or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (orother benefits payable to any Business Employee pursuant to any severance or retirement plans or policies or otherwise, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness for borrowed money in excess of $100,000, each case 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 Business; (v) change any method of accounting with respect to the Business or any Purchased Assets or Assumed Liabilities, except as may be required by GAAP; (vi) adopt or propose any change in the Organizational Documents of any Transferred Subsidiary; (vii) merge or consolidate any Transferred Subsidiary with any other Person; (viii) change or revoke any material Tax election of any Transferred Subsidiary or HEE, change methods of accounting for Tax purposes of any Transferred Subsidiary or HEE, enter into a settlement in respect of Taxes of any Transferred Subsidiary or HEE or enter into an agreement with respect to Taxes of any Transferred Subsidiary or HEE with any Governmental Authority (except for settlements and excluding any Material Assetsagreements for which reserves have been established, other than Inventoryin accordance with Brazilian GAAP, Hong Kong GAAP or GAAP, as applicable, as reflected on the Brazil Balance Sheet, the Asia Balance Sheet or the Statement of Net Liabilities, respectively); (iix) materially increase or materially alter the aggregate compensation payable or paid, or materially alter the timing or method of such payments, whether conditionally or otherwise, to any Business to make any capital expenditures or commitments for capital expendituresEmployee, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (mx) any agreement agree or commitment by Seller in connection with the conduct of the Business commit to do any of the foregoing.

Conduct of the Business. From the date hereof Effective Date until the earlier of the Closing or the termination of this Agreement in accordance with its terms, except for (i) as 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, which consent shall not be unreasonably conditioned, withheld or delayedDate, Seller and its Affiliates shall use commercially reasonable efforts to cause the Business to be conducted in all material respects conduct the Business in the Ordinary Course of Business (including routine maintenance and routine preventative maintenance, and in material compliance with Applicable Law) and shall use its commercially reasonable efforts to preserve intact the Assets, the Business and its relationships with employees, agents, lessors, suppliers, customers and other third parties having business dealings with the Business, and to keep available the services of the present Business Employees. Without limiting the generality of the foregoing, from the Effective Date until the Closing Date, except as set out on Section 7.1 of the Seller’s Disclosure Schedule or in connection with the completion of the Internal Reorganization or as expressly contemplated hereby, Seller shall cause each of the Combined Companies not permit:to, without the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed): (a) acquire a material amount of assets from any other Person (other than acquisitions of any materials, supplies or goods on a spot market basis in the Company to amend its certificate Ordinary Course of incorporation or by-laws (or other comparable Organizational DocumentsBusiness); (b) sell, lease, license or otherwise dispose of, or grant any right or Lien, except Permitted Liens, with respect to any Assets except (i) pursuant to existing Contracts or (ii) otherwise in the Ordinary Course of Business; (c) (i) enter into any Contract or arrangement that limits or otherwise restricts in any material respect the conduct of the Business or that could, after the Closing Date, limit or restrict in any material respect the Business, Buyer or any of its respective Affiliates, from engaging or competing in any line of business, in any location or with any Person, or (ii) enter into, amend or modify in any material respect or terminate any Material Contract other than in the Ordinary Course of Business; (d) (i) grant or increase any severance, change in control, retention, termination or similar pay to (or amend any existing arrangement with) any Participant, (ii) increase benefits payable under any existing severance, change in control or termination pay policies or employment Contracts or other Benefit Contracts with any Participant, (iii) enter into any employment, deferred compensation or other similar Contract or Benefit Contract (or amend any such existing Contract or Benefit Contract) with any Participant, (iv) establish, adopt or amend any Employee Plan or any collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any Participant, (v) increase the compensation, bonus or other benefits payable to any Participant, or (vi) pay to any Participant any compensation or benefit not required under any Employee Plan or Benefit Contract, other than the payment of base cash compensation, in each case referred to in clauses (i)—(vi), other than (A) as may be expressly required by the provisions of any Benefit Employee Plan, (iiB) in the Ordinary Course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) 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 any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, except (C) as required by GAAP Applicable Law, (D) as required by the terms of any Material Contract set forth on the Seller’s Disclosure Schedule or applicable Lawany Collective Bargaining Agreement or (E) as set forth on Section 7.1(d) of the Seller’s Disclosure Schedule; (e) enter into any settlement of any pending or threatened litigation or claim, or enter into any amendment of any existing settlement Contract, to the Company to effect extent such settlement or amendment will materially interfere with or impose material additional cost in connection with Buyer’s ownership of the Shares or ownership or operation of the Assets or any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalizationportion of the Business from and after the Closing; (f) the amendment or modification or termination of any Material Contract or adoption or entering into a new contract that would have been a Material Contract if adopted or entered into prior consent to the date hereofentry of (or amendment to) any decree, except judgment or order by any Governmental Authority, or enter into (or amend) any other Contracts with any Governmental Authority, in each case to the extent such decree, judgment, order or Contract (ior amendment) will materially interfere with or impose material additional costs in connection with Buyer’s ownership of the Shares or ownership or operation of the Assets or any portion of the Business from and after the Closing; (g) fail to maintain the Facilities in the Ordinary Course of Business or as required by applicable Law, (ii) any such activity otherwise permitted pursuant to another clause Applicable Laws or the direction of this Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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 1.1Governmental Authority; (h) fail to maintain insurance on the saleAssets at levels equal to or superior to existing insurance including with respect to coverage, assignmentdeductibles or any other material terms, transfer, conveyance, lease or other disposal subject to commercially reasonable variations in coverage in connection with renewals for expiring insurance policies; (i) fail to maintain levels of any properties, rights or assets of supplies and spare parts at the Business other than assets sold or disposed of levels maintained in the Ordinary Course of Business or which are otherwise immaterial (without regard to the Business (and excluding any Material Assets, other than Inventoryplanned Refinery turnaround); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest make or acquirechange any material Tax election; settle or compromise any claim, by mergernotice, consolidation, acquisition audit report or assessment in respect of stock or assets, or otherwise, material Taxes; change any Person or business or division thereof; (k) the Company to: (i) make annual Tax accounting period; adopt or change any material method of Tax accounting or accounting; file any amended material Tax accounting periodReturn; (ii) make, change, rescind or revoke any material election in respect of Taxes; (iii) enter into any Tax sharing agreement, advance pricing agreement or closing agreement or other similar agreement in respect of a relating to any material amount of TaxesTax; (iv) file any claim for a refund of material Taxes or surrender any right to claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coveragerefund; or (mk) any agreement agree or commitment by Seller in connection with the conduct of the Business commit to do any of the foregoing.

Conduct of the Business. Pending the Effective Time. From and after the date hereof until hereof, prior to the earlier of the Closing or the termination of this Agreement in accordance with its termsEffective Time, except for (i) as 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 6.1 of the Seller Company Disclosure Letter Schedule or (iv) required by Law or regulation, or unless Parent shall otherwise agree in writing, the Company covenants and agrees that it shall, and shall cause XxxxXxxxxx.xxx to, carry on its business in the usual, regular and ordinary course in substantially the same manner as otherwise requested or consented heretofore conducted and to use reasonable efforts to conduct their Business in writing by Buyera manner consistent with the budgets and plans heretofore made available to Parent, which consent including all capital expenditure and plant expansion plans, use all reasonable efforts to preserve intact its present business organizations, keep available the services of its employees and consultants and preserve its relationships and goodwill with customers, suppliers, licensors, licensees, distributors and others having business dealings with the Company and to protect their Technology to the end that their goodwill and on-going Business shall not be unreasonably conditioned, withheld or delayed, Seller and its Affiliates shall use commercially reasonable efforts to cause impaired in any material respect at the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permit:Effective Time. (a) Unless Parent shall otherwise agree in writing, prior to the Effective Time, the Company shall not, and shall not permit XxxxXxxxxx.xxx, to: (i) declare, set aside, or pay any dividends on, or make any other distributions in respect of, any of its capital stock, split, combine or reclassify any of its capital stock 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, purchase, redeem or otherwise acquire, other than pursuant to the exercise of Vested Company Stock Options outstanding on the date of this Agreement, any shares of capital stock of the Company or any other equity securities thereof or any rights, warrants, or options to acquire any such shares or other securities other than purchases, redemptions or acquisitions of equity securities of subsidiaries of the Company as provided in Section 7.3 or rights, warrants or options to acquire such securities; (ii) grant, award or enter into any compensation or change of control arrangement with any employee including the repricing of any outstanding stock options; (iii) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock including any Company Options, any other voting securities of the Company or any securities convertible into, or any rights, warrants or options to acquire, any such shares or voting securities (other than the issuance of Company Common Stock upon the exercise of Company Stock Options outstanding on the date of this Agreement) or amend its the terms of any such securities, rights, warrants or options or, except as described in Section 3.3(g) take any action to accelerate the vesting thereof; (iv) amend the certificate of incorporation or by-laws (of the Company or other comparable Organizational Documents)XxxxXxxxxx.xxx; (bv) except (i) as may be required acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any Benefit Planother manner, (ii) any business or any corporation, partnership, joint venture, association or other business organization or division thereof, or any assets that are material, individually or in the Ordinary Course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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 Planaggregate; (cvi) subject to a Lien or sell, lease, license or otherwise dispose of or transfer any of its properties or assets or any Technology used in the Business other than in connection with: (y) the Company sale of Products in the ordinary course of Business, and (z) the sale of tangible personal property from inactive lines of business which are not currently used in the Business pursuant to issue, sell or grant options, warrants or rights to purchase or subscribe to, enter into any arrangement or contract with respect agreements in effect as of the date of this Agreement and disclosed on Schedule 4.9 to the issuance Company Disclosure Schedule or sale for consideration which is not less than the greater of any Equity Intereststhe book value of the asset or its fair market value; (dvii) any material change to the accounting policies incur or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for modify any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities, guarantee any debt securities of another person, or enter into any "keep well" or other agreement to maintain any financial condition of another person, except, in excess any such case, for borrowings or other transactions incurred in the ordinary course of $100,000, other than business under any existing credit facility including to repay existing 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 1.1the terms thereof, enter into any leases, guarantees, assumptions of indebtedness or letters of comfort or similar instruments or make any loans, advances or capital contributions to, or investments in, any other person, or compromise any material claims or litigation; (hviii) the salealter, assignment, transfer, conveyance, lease amend or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce delay in any material respect the implementation of its plans for capital expenditures and completion/expansion of plant and production facilities previously delivered to Parent; (ix) take any insurance coverage covering action or omit to take any action that would cause any of its representations and warranties herein to become untrue in any material respect; and (x) authorize any of, or commit or agree to take any of, the Businessforegoing actions. (b) Within 10 days after the end of each month following the date of this Agreement, whether through the Company shall deliver to Parent financial statements presented on a third party provider basis consistent with the Quarterly Financial Statements and copies of any Material Contracts entered into in accordance with this Agreement during the preceding month. The Company shall promptly provide the Parent copies of all filings made by the Company with any Governmental Entity, including any Company SEC Reports. (c) The Company and XxxxXxxxxx.xxx shall, before settling or captivecompromising any material litigation, except for claim, income tax or other liability, consult with Parent and its advisors as to the positions and elections that will be taken or made with respect to such matter and shall not enter into any cancellation such settlement or compromise without the consent of Parent, which will not be unreasonably withheld or delayed. After the date of this Agreement, the Company shall promptly provide copies to Parent of all pleadings made and any public document filed in connection with the replacements all pending litigation or claim and copies of a policy by a new all notices or successor policy of similar coverage; or (m) any agreement correspondence relating to insurance coverage with respect to such litigation or commitment by Seller in connection with the conduct of the Business to do any of the foregoingclaims.

Conduct of the Business. From the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its termsuntil the Closing, except for (ia) as otherwise expressly contemplated, permitted or required by Law, (ii) any Emergency Measures, (iii) as contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10the Pre-Closing Restructuring), (b) or the Ancillary Agreements or as set forth in Section 2.8 or Section 4.1 4.01 of the Seller Disclosure Letter Schedule, (c) as may be required by applicable Law, (d) for any action taken in accordance with the Contagion Protocol or (ive) as otherwise requested or consented to in writing by Buyer, which consent shall not be unreasonably conditioned, withheld or delayed, Seller and shall (x) not transfer any liabilities to, or permit any liabilities to be incurred in, New Holdco or ALOC Holdings, or contribute any material assets or transfer any material liabilities to any other Acquired Company or permit such contributions or transfers by any of its Affiliates shall use commercially reasonable efforts to (including the Acquired Companies), and (y) cause the Acquired Companies to conduct the Business to be conducted in all material respects in the Ordinary Course of Business ordinary course and Seller shall not permitpermit any Acquired Company to: (ai) the Company to amend its certificate of incorporation Organizational Documents or by-laws (take or other comparable Organizational Documents)authorize any action to wind up its affairs or dissolve; (bii) amend any Company Benefit Plan in any material respect or establish any new arrangement that would (if it were in effect on the date of this Agreement) constitute a material Company Benefit Plan or materially increase the rate of compensation of the Employees, other than, in each case, (A) in the ordinary course of business in a manner consistent with past practice (including the hiring and promoting of Employees), (B) to the extent required under any Company Benefit Plan or other contractual arrangement or by applicable Law, or (C) to the extent Buyer has provided written consent with respect to changes that impact any Employee, for such actions that are generally applicable to Employees and to employees of Seller and its Affiliates who are not Employees; (iii) except (i) in the ordinary course of business or as may be required by Law, make any Benefit Plan, (ii) in the Ordinary Course of Business material changes to compensation or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business Employee benefits of any material increase in compensation Key Employee or benefits, including severance or termination pay or adopt, entry into or terminate (except for cause) the material amendment employment of any Seller Plansuch Key Employees; (civ) 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, or redeem or repurchase any New Holdco Securities or any Acquired Company Securities or make any changes (by combination, reorganization or otherwise) in the capital structure of any Equity Intereststhe Acquired Companies (other than pursuant to the Pre-Closing Restructuring); (dv) pay any amount of Leakage, other than Permitted Leakage; (vi) sell, assign, transfer, pledge, exclusively lease, exclusively license, abandon, or encumber, or grant any Lien (other than a Permitted Lien) on, any material portion of its Assets, except in the ordinary course of business; (vii) make any material change to the its accounting policies or practices presently used except (A) as required by GAAP, SAP, or applicable Law or changes in the Company interpretation or enforcement thereof or (B) for such changes that are generally applicable to Seller and its other Subsidiaries and which are not contrary to applicable Law or inconsistent with the Businessrespective accounting principles (GAAP or SAP) applicable to the Acquired Companies; (viii) make any material change to its reserving policies, practices or methodologies regarding its aggregate reserves for life, accident and health, and deposit-type contracts, including reserves for future policy benefits and expenses, reserves for unearned revenue, reserves for claims and benefits payable, asset valuation reserves, and interest maintenance reserves, except as required by GAAP GAAP, SAP, generally accepted actuarial principles, or applicable LawLaw or changes in the interpretation or enforcement thereof; (eix) the Company to effect make any merger, consolidation recapitalization, reclassification, stock split or like material change in its capitalizationmethods, policies or practices concerning investment, substitution or trading of assets, harvesting of unrealized gains, valuation of investment portfolios, hedging, underwriting, pricing, risk management, or reinsurance, except as is required as a result of a change in GAAP, SAP, or applicable Law or changes in the interpretation or enforcement thereof; (fx) the amendment merge or modification consolidate with any other Person, acquire any business, assets or termination capital stock of any other Person, or issue or make any loans, advances or capital contributions to any other Person; (xi) modify or amend in any material respect, or voluntarily terminate, any Material Contract or adoption waive, release or entering assign any material rights or claims thereunder or enter into a new contract any agreement that would have been be a Material Contract if adopted or entered into it had been executed 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10)Agreement; (gxii) the Company (ormodify or amend in any material respect any Intercompany Contract or waive, release or assign any material rights or claims thereunder or enter into any agreement that would be a Intercompany Contract if it had been executed prior to the extent it would constitute an Assumed Liability, Seller or date of this Agreement; (xiii) incur any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness for borrowed money in excess of $100,000Indebtedness, other than any indebtedness for borrowed money that will be repaidaccounts payable and other short-term financing, settled and/or as to which in each case, incurred in the Company will be released from obligations thereunder pursuant to Section 1.1ordinary course of business; (hxiv) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expendituresexpenditures in excess of $1,000,000 individually or $5,000,000 in the aggregate, other than (i) in the Ordinary Course ordinary course of Business or (ii) made in response to a current risk of personal injury or damage to propertybusiness consistent with past practice; (jxv) the Company to divest forgive, cancel or acquire, by merger, consolidation, acquisition of stock compromise any material debt or assetsclaim, or otherwise, waive or release any Person or business or division thereofright of material value; (kxvi) fail to pay or satisfy when due any material liability (other than any such liability that is being contested in good faith); (xvii) settle any litigation or claim against any Acquired Company (other than claims under insurance policies, or any binders, slips, certificates, endorsements or riders thereto, in each case within applicable policy limits) for an amount that exceeds by $1,000,000 the Company to: amount, if any, reserved for such litigation or claim in the statutory statements of each of the Insurance Subsidiaries as of and for the annual period ended December 31, 2020; (ixviii) make or change any material Tax election, adopt or change any method of Tax accounting or Tax accounting period; (ii) makeaccounting, 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file amend any material Tax Return; (l) cancel Returns or reduce in settle any material respect Tax claim, audit or assessment, make any insurance coverage covering material change in methods, policies or practices concerning the Businessinterpretation or enforcement of the Tax Sharing Agreement (except as provided in Section 5.05), whether through a third party provider in each case except to the extent such action is not reasonably expected to result in an increase in the Tax liability of the Acquired Companies or captive, except New Holdco for any cancellation in connection with Tax period (or portion thereof) ending after the replacements of a policy by a new or successor policy of similar coverageBalance Sheet Date; or (mxix) any agreement agree or commitment by Seller in connection with the conduct of the Business commit to do any of the foregoing. Nothing in this Section 4.01 shall be interpreted to restrict the ability of the Acquired Companies (without the prior consent of Buyer or any other Person) to release any party from or terminate any Intercompany Contract. Except in the case of specific materiality thresholds expressed in terms of dollar amounts, the obligations of Seller and the Acquired Companies under this Section 4.01 shall apply with respect to (and solely to the extent of such obligations in relation to) the entire Business, and accordingly the term “material” (and its derivative forms) as used in this Section 4.01 shall be deemed to apply to the entire Business, and not just the specific portion of the Business as conducted by any Acquired Company.

Conduct of the Business. From Holdings agrees that, during the ------------------------ period from the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its termsAgreement, except for as (ia) as required expressly provided by Law, the Restructuring Transactions; (iib) any Emergency Measures, otherwise expressly contemplated hereby; (iiic) 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 6.1 of the Seller Disclosure Letter Schedule; or (ivd) as otherwise requested or consented to by Parent, in writing by Buyer, (which consent shall not may be unreasonably conditionedwithheld in Parent's sole discretion), withheld or delayedHoldings will, Seller and will cause the Company to: (i) use its Affiliates shall use commercially reasonable efforts to (A) cause the Business Company's business operations to be conducted in the ordinary course of business; (B) preserve intact the Company's assets, Real Property and business organization in all material respects respects, including, but not limited to continuing to manage, operate and maintain the Real Property in materially the same manner as prior to the execution of this Agreement and (C) not enter into any lease or sublease with respect to the Real Property; (ii) maintain all assets of the Company in a state of repair and condition that materially complies with applicable Law and is consistent with the requirements and normal conduct of the Company's business; provided, however, that the Company may use and replace tangible personal -------- ------- property in the Ordinary Course ordinary course of Business and Seller shall not permit:business; (aiii) continue in full force and effect the insurance coverage under the policies set forth in Section 3.15 of the Disclosure Schedule or substantially equivalent policies; (iv) maintain all books and records of Holdings and the Company relating to Holdings' and the Company's business in the ordinary course of business. (v) not amend its certificate of incorporation formation or by-laws limited liability company agreement; (vi) not issue, deliver, sell, pledge, dispose of or encumber, or authorize or commit to the issuance, sale, pledge, disposition or encumbrance of any equity interest, or any other ownership interest, in Holdings or the Company, or any options, warrants, convertible securities or other comparable Organizational Documentsrights of any kind to acquire any equity interest, or any other ownership interest, in Holdings or the Company including, without limitation, any SARs or Options; (vii) not declare, set aside, make or pay any dividend or other distribution, payable in cash, shares, property or otherwise, with respect to the Holdings Shares or the Company Common Interest that would reduce the Estimated Working Capital at Closing below the Target Working Capital; (viii) not reclassify, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, the Holdings Shares or the Company Common Interest; (ix) other than in the ordinary course of business, not (A) incur any Indebtedness (except for short term Indebtedness incurred in the ordinary course of business in an amount not to exceed $50,000 in the aggregate); (B) commit to any new capital expenditures in excess of $25,000 individually or $100,000 in the aggregate; (C) sell or dispose of any of its properties or assets having a value individually or in the aggregate in excess of $25,000; or (D) make any loans, advances or capital contributions to, or investments in, any other Person on behalf of Holdings or the Company; (x) other than in the ordinary course of business, not enter into, amend or terminate any Material Contracts (including, without limitation, in connection with obtaining any consent thereunder to the transactions contemplated hereby); (bxi) perform in all material respects all of Holdings' and the Company's obligations under all of the Material Contracts; (xii) other than in the ordinary course of business, not modify or amend the employment arrangements with its officers, enter into or amend any employment, senior management consultant, severance, termination or other similar agreement (except in connection with the hiring of any new employee earning less than $70,000 per year), adopt any new or amend any existing employee benefit plan, program, agreement or arrangement (i) except as may be required by applicable Law or as necessary or advisable to comply with Section 409A of the Code), or make any Benefit Plan, (ii) in the Ordinary Course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant loans to any Business Employee of any material increase in compensation its officers, directors, employees, agents or benefits, including severance or termination pay or adopt, entry into or the material amendment of any Seller Planconsultants; (cxiii) the Company to issue, sell or grant options, warrants or rights to purchase or subscribe to, not enter into any arrangement new unrelated line of business or contract with respect to the issuance acquire by merging or sale of any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or 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 Section 4.1consolidating with, or (iii) as otherwise contemplated by purchasing a material portion of the assets of, or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (orany other manner, to the extent it would constitute an Assumed Liability, Seller any business or any of its Affiliates) to incurcorporation, createpartnership, assume or otherwise become liable for any indebtedness for borrowed money in excess of $100,000joint stock company, other than any indebtedness for borrowed money that will be repaidlimited liability company, settled and/or as to which the Company will be released from obligations thereunder pursuant to Section 1.1; (h) the sale, assignment, transfer, conveyance, lease association or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business organization or division thereof; (kxiv) not enter into any joint venture, partnership or other similar arrangement; (xv) not knowingly waive any right of material value to Holdings or the Company to: or settle or compromise any claim in excess of $50,000 individually or $100,000 in the aggregate; (ixvi) not adopt a plan of complete or partial liquidation with respect to Holdings or the Company or resolutions providing for or authorizing such a liquidation or dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (xvii) not recognize any labor union (unless legally required to do so) or enter into or amend any collective bargaining agreement; (xviii) not make or change any material Tax election, change any method of accounting (except as required by changes in GAAP), file any amended Tax accounting Return, settle or compromise any Tax accounting period; (ii) makeliability, changeenter into any closing agreement, rescind surrender any claim for refund, consent to any extension or revoke waiver of the limitation period applicable to any material election Tax claim or assessment, or take any other similar action in respect of Taxes; (xix) not delay or postpone the payment of accounts payable and not accelerate the collection of accounts receivable, in each case other than in the ordinary course of business consistent with past practice; (xx) materially comply with all Laws applicable to the operations of the business of the Company; provided, however, that the Company shall have no obligation to comply with any Laws that the Company challenges in good faith; (iiixxi) 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 claim a material refund or credit pay, when due, the required amounts of Taxes related to the business; and (xxii) not agree, commit, or other material Tax benefit; adopt any plan or proposal to take any of the actions set forth in clauses (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or through (vixix) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct of the Business to do any of the foregoingabove.

Conduct of the Business. From the date hereof until the earlier of Closing Date, except (a) as disclosed on the Closing or disclosure schedule delivered by the termination Company Parties to the Quadrangle Parties on the date of this Agreement in accordance with its terms, except for (i) as required by LawAgreement, (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 (ivb) as otherwise requested contemplated by the Restructuring Documents or consented (c) with the prior written consent of Acquisition LLC and QMFL, POI shall, and shall cause its Subsidiaries to, manage its working capital in the ordinary course consistent with past practice and to otherwise conduct its businesses in writing by Buyer, which consent shall not be unreasonably conditioned, withheld or delayed, Seller the ordinary course consistent with past practice and its Affiliates shall to use commercially reasonable best efforts to preserve intact its business organizations, material contracts, permits and authorizations and relationships with third parties and to keep available the services of its present officers and employees. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except (x) as disclosed on the disclosure schedule delivered by the Company Parties to the Quadrangle Parties on the date of this Agreement, (y) as otherwise contemplated by the Restructuring Documents or (z) with the prior written consent of Acquisition LLC and QMFL, POI shall not, and shall cause the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall its Subsidiaries not permitto: (a) the Company to amend adopt or propose any change in its certificate of incorporation or by-laws (or other comparable Organizational Documents)laws; (b) merge or consolidate with any other Person or acquire a material amount of assets of any Person; (c) sell, lease, license or otherwise dispose of any material assets or property except pursuant to existing contracts or commitments or otherwise in the ordinary course; (d) declare, set aside or pay any dividend or other distribution with respect to any shares of Common Stock, or repurchase, redeem or otherwise acquire any outstanding shares of Common Stock or other securities of POI or its Subsidiaries (including the Senior Sub Discount Notes and POAMI’s Senior Notes or Subordinated Notes (each term as defined in the Amended and Restated Credit Agreement)); (e) incur, assume, refinance or guarantee any material indebtedness for borrowed money; (f) issue, sell, transfer, encumber or otherwise dispose of shares of its capital stock (other than shares of its Common Stock issued and sold in accordance with the terms of options, warrants or other stock purchase rights outstanding on the date hereof or issued under employee benefit plans in effect as of the date hereof or pursuant to any of the transactions comprising the Restructuring), options, warrants, subscriptions, rights or other securities convertible into or exercisable or exchangeable for capital stock; (g) (i) grant any increase in compensation, benefits or any severance or termination pay to any present or former director, officer, employee or independent contractor (for the avoidance of doubt, this shall not prohibit the payment of increased compensation, benefits or any severance or termination pay (A) pursuant to any arrangement existing on the date of this Agreement or (B) in the ordinary course of business to any employee or independent contractor that is not a present or former director or officer); (ii) adopt any new severance, retention or change in control arrangement, except as required by applicable law or pursuant to written agreements in effect or policies existing on the date of this Agreement; (iii) loan or advance any money or other property to any present or former director, officer, employee or independent contractor of POI or any Subsidiary of POI, other than travel advances or similar advances made in the ordinary course consistent with past practice; (iv) (A) establish, adopt, enter into, amend or terminate any employee benefit plan or (B) grant any equity or equity-based awards or allow for the commencement of any new offering periods under POI’s employee stock purchase plans; (h) establish, adopt, enter into, amend or terminate any, collective bargaining agreement (other than as may be required under the terms of an existing collective bargaining agreement, or as may be required by applicable law); (i) settle or compromise any Benefit Plansuit, claim, proceeding or dispute or threatened suit, claim, proceeding or dispute if such settlement or compromise would result in (i) any injunctive or similar relief, (ii) in the Ordinary Course of Business or (iii) in connection with any action that applies uniformly an obligation to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) 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 any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or adoption or entering into make 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness for borrowed money payment in excess of $100,000, other than any indebtedness for borrowed money that will except to the extent such payments are to be repaid, settled and/or as to which the Company will be released from obligations thereunder pursuant to Section 1.1; made with insurance proceeds (h) the sale, assignment, transfer, conveyance, lease or other disposal net of any propertiesinsurance policy indemnity or retrospective premium adjustment), 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (iiiii) made in response to a current risk any restructuring of personal injury or damage to propertyany of its indebtedness; (j) enter into any negotiations with holders of the Company Senior Sub Discount Notes or POAMI’s Senior Notes or Subordinated Notes (each term as defined in the Amended and Restated Credit Agreement) with respect to divest or acquire, by merger, consolidation, acquisition any payment in respect of stock or assets, or otherwiseany principal amount under any such indebtedness, any Person restructuring of such indebtedness or business or division thereofthe amendment of any indenture governing any such indebtedness; (k) the Company to: (i) make or change any material method of Tax accounting tax election, file any material amended tax returns or Tax accounting period; (ii) makesettle any material tax claim, audit or assessment if such election, change, rescind filing or revoke any material election settlement would result in respect an obligation to make payments, in the aggregate, in excess of Taxes; (iii) enter into any closing agreement or other similar agreement in respect the amount reserved by POI for such payments as of a material amount of Taxes; (iv) file any claim for a refund of material Taxes or surrender any right to claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or disputeSeptember 30, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return2004; (l) cancel or reduce make any change in any material respect method of accounting or accounting practice by POI or any insurance coverage covering the Business, whether through a third party provider or captiveSubsidiary of POI, except for as required by law or to comply with United States generally accepted accounting principles; (m) make any cancellation material capital expenditures or commitments that aggregate in connection excess of $100,000, excluding capital expenditures made in accordance with the replacements of a policy by a new projections previously provided to Acquisition LLC and QMFL; (n) hire, retain or successor policy of similar coverageotherwise engage any outside consultant or financial advisor; or (mo) any agreement agree or commitment by Seller in connection with the conduct of the Business commit to do any of the foregoing.

Conduct of the Business. From the date hereof until the earlier Closing Date, Seller shall conduct the Business in the ordinary course consistent with past practice and shall use its best efforts to preserve intact the business organizations and relationships with third parties and to keep available the services of the Closing or the termination of this Agreement in accordance with its terms, except for (i) as 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 present employees of the Seller Disclosure Letter or (iv) as otherwise requested or consented to in writing by BuyerBusiness. Without limiting the generality of the foregoing, which consent shall not be unreasonably conditioned, withheld or delayedfrom the date hereof until the Closing Date, Seller and its Affiliates shall use commercially reasonable efforts to cause the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permitwill not: (a) with respect to the Company to amend its certificate Business acquire a material amount of incorporation or by-laws (or assets from any other comparable Organizational Documents)Person; (b) sell, lease, license, or otherwise dispose of any Purchased Assets except (i) as may be required by any Benefit Plan, pursuant to existing contracts or commitments and (ii) in the Ordinary Course of Business or (iii) in connection ordinary course consistent with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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 Planpast practice; (c) the Company to issue, sell settle or grant options, warrants compromise any litigation in which Seller or rights to purchase any of its subsidiaries is a defendant (whether or subscribe to, enter into any arrangement or contract with respect not commence prior to the issuance or sale date of this Agreement) which would result in the imposition of any Equity Interestsorder, writ, judgment, decree or determination having a material adverse effect on the Business following the Closing; (d) enter into any new line of business or open any new offices except in accordance with Seller's current business plan as disclosed to Buyer in writing prior to the date of this Agreement, or change in any material change respect any of its existing policies or procedures with respect to the accounting policies or practices presently used by marketing of its business, the Company servicing of customer accounts or the Business, except as required by GAAP or applicable Lawsupervision of its personnel; (e) the Company terminate, cancel or modify any insurance coverage maintained by Seller or any of its subsidiaries with respect to effect any merger, consolidation recapitalization, reclassification, stock split of their material assets or like change in its capitalizationtheir business operations which is not replaced by an adequate amount of comparable insurance coverage; (f) the amendment into any employment or modification or termination of any Material Contract or 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) consulting agreements other than in the Ordinary Course normal course of Business or as required by applicable Law, (ii) any such activity otherwise permitted pursuant to another clause of this Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10)business; (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller agree or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct of the Business commit to do any of the foregoing; or (h) (i) take or agree or commit to take any action that would make any representation or warranty of Seller hereunder inaccurate in any respect at, or as of any time prior to, the Closing Date or (ii) omit or agree or commit to omit to take any action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time.

Conduct of the Business. (a) From the date hereof until the earlier Closing Date, the Company shall, and shall cause each of the Closing Acquired Companies to, conduct its business according to its ordinary and usual course of business consistent with past practice and, without limiting the generality or effect of the termination of this Agreement in accordance with foregoing, use its terms, except for commercially reasonable efforts to: (i) as required by Lawpreserve intact in all material respects its business organization, (ii) any Emergency Measureskeep available the services of its officers and key employees, and (iii) maintain its relationships and goodwill with material suppliers. (b) From the date hereof until the Closing Date or the earlier termination of this Agreement, except as contemplated or permitted otherwise provided for by this Agreement (including Section 4.9 and Section 4.10) or Agreement, required by applicable Law, with the Ancillary Agreements prior written consent of Buyer or as set forth in Section 2.8 or Section 4.1 on Schedule 4.01(b), the Company shall not, and shall not permit any Acquired Company to, do any of the Seller Disclosure Letter or (iv) as otherwise requested or consented to in writing by Buyer, which consent shall not be unreasonably conditioned, withheld or delayed, Seller and its Affiliates shall use commercially reasonable efforts to cause the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permitfollowing: (a) the Company to amend its certificate of incorporation or by-laws (or other comparable Organizational Documents); (b) except (i) as may be required by (A) issue or sell any Benefit Planequity interests or securities convertible into, (ii) in the Ordinary Course of Business or (iii) in connection options with any action that applies uniformly respect to, or warrants to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) the Company to issue, sell or grant options, warrants purchase or rights to purchase subscribe for, any Company Capital Stock or subscribe to, enter into any arrangement or contract with respect to the issuance or sale other equity securities of any Equity Interests; Acquired Company; (dB) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock equity dividend, equity split or like change in its capitalization; (C) declare or pay any dividends or make any distributions with respect to the Company Capital Stock; or (D) make any redemption or purchase with respect to the Company Capital Stock or any equity securities of any Acquired Company; (f) the amendment or modification or termination of any Material Contract or 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for incur any indebtedness for borrowed money in excess of $100,000or issue any debt securities or options, warrants, calls or other than rights to acquire 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 1.1debt securities; (hiii) the salemake, assignmentassume or become responsible for any loan, transfer, conveyance, lease guaranty or other disposal extension of credit, or enter into any commitment to make any loan, guaranty or other extension of credit, to or for the benefit of any properties, rights or assets of the Business Person other than assets sold or disposed of payment terms extended to customers in the Ordinary Course ordinary course of Business or which are otherwise immaterial to the Business (and excluding any Material Assets, other than Inventory)business; (iiv) the Business to make (A) acquire, or dispose of, any capital expenditures material property or commitments for capital expendituresassets, (B) mortgage or encumber any material property or assets other than (i) in the Ordinary Course of Business Permitted Liens, or (iiC) made in response cancel any debts owed to a current risk of personal injury or damage to propertyclaims held by any Acquired Company; (jA) outside the ordinary course of business, enter into, amend, modify or terminate any Material Contract or Plan; (B) enter into or extend the term or scope of any Contract that purports to restrict any Acquired Company to divest from engaging in any line of business or acquirein any geographic area, by merger, consolidation, acquisition of stock or assets(C) enter into any contract that would be breached by, or otherwiserequire the consent of any third party in order to continue in full force following, consummation of the transactions contemplated by this Agreement, or (D) release any Person from, or modify or waive any provision of, any Person confidentiality agreement or business or division thereofstandstill agreement; (kvi) other than as required by a Plan existing as of the date hereof, (A) increase the salary or other compensation of any director, officer or employee of the Company to: or any of its Subsidiaries other than increases to non-officer employees in the ordinary course of business consistent with past practice that do not exceed five percent of such individual’s annual base salary or wages as of the date of this Agreement, (iB) grant any unusual or extraordinary bonus, benefit or other direct or indirect compensation to any director, officer, employee or consultant, (C) establish, or amend to increase the coverage or benefits under, any Plan or otherwise fund, modify or amend or terminate any such Plan or arrangement (except to the extent necessary to comply with applicable Law), (D) enter into any employment, deferred compensation, severance, special pay, individual consulting, collective bargaining agreement, non-competition or similar agreement or arrangement with any directors, officers or employees of any of the Acquired Companies (or amend any such agreement to which any of the Acquired Companies is a party), except standard employment agreements with new employees entered into in the ordinary course of business, or (E) make any loan to any current or change former director, officer or employee of any Acquired Company; (vii) make any material method of change to any Acquired Company’s accounting (including Tax accounting accounting) methods, principles or Tax accounting period; practices, except as may be required by GAAP; (iiviii) make, change, rescind or revoke amend any material election in respect Tax elections; amend any Tax Return; change any Tax accounting period or any method of Taxesaccounting for Tax purposes; (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 claim a material refund Tax refund, offset or credit of other reduction in Tax liability; settle or compromise any claim relating to Taxes or enter into any closing or similar agreement relating to Taxes with any Governmental Authority; (ix) amend its Organizational Documents; (x) sell, transfer, lease, mortgage, pledge, encumber or otherwise dispose of or subject to any Lien (other than Permitted Liens) any of any Acquired Company’s properties or assets (other than sales of inventory in the ordinary course of business or disposition of obsolete equipment consistent with past practice), waive or release any rights of material Tax benefit; value or cancel, compromise, release or assign any Indebtedness owed to any Acquired Company or any claims held by any Acquired Company; (vxi) make or commit to make any expenditure of a capital nature except in the ordinary course of business consistent with the Acquired Companies’ capital expenditures budget; (xii) enter into any new line of business; (xiii) permit any insurance policy naming any Acquired Company as a beneficiary or a loss payee to be cancelled or terminated or any of the coverage thereunder to lapse without obtaining a policy with comparable coverage in connection with such cancellation, termination or lapse; (xiv) enter into any labor or collective bargaining agreement covering any employees of any Acquired Company; (xv) terminate or fail to renew or preserve any material Permit; (xvi) adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (xvii) directly or indirectly acquire by merging or consolidating with, or make any material investment, by purchase, contribution to capital, property transfer or otherwise in, any other Person; (xviii) license, sublicense, sell, assign, transfer or otherwise dispose of any Acquired Company IP, other than the sale or non-exclusive license of Acquired Company Products to Acquired Company customers in the ordinary course of business consistent with past practice; (xix) fail to (A) pay any annuity or any filing, prosecution, maintenance or other fee or file any document, response to office action or other filing in connection with any Registered IP in which any Acquired Company has or purports to have an ownership interest of any nature when due or (B) diligently prosecute and maintain all Registered IP in which any Acquired Company has or purports to have an ownership interest of any nature; (xx) settle or compromise any Action material to the Acquired Companies or dispute, claim, or assessment with a Governmental Authority with respect to a material amount commence an Action other than (A) for the routine collection of Tax; bills or (viB) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering such cases where it in good faith determines that the Business, whether through a third party provider or captive, except for any cancellation in connection with commencement of such Action would not materially impair the replacements business of a policy by a new or successor policy of similar coveragethe Acquired Companies; or (mxxi) any agreement or commitment by Seller in connection with the conduct of the Business agree to do take any of the foregoingactions described in sub-clauses (i) through (xx) above.

Conduct of the Business. From (a) Until the date hereof until Closing, the earlier Sellers shall cause the Company and its Subsidiaries to, and the Company and its Subsidiaries shall, conduct business only in the ordinary course consistent with past practice. Without limiting the generality of the foregoing, the Sellers shall cause the Company and its Subsidiaries to, and the Company and its Subsidiaries shall, use their best efforts to preserve intact their present business organization, and retain the services of the key officers and employees and preserve their relationships with customers, suppliers and others having business dealings with the Company or any of its Subsidiaries, all with the intent of preserving unimpaired their goodwill and ongoing businesses at the Closing Date. In addition, the Sellers will cause the Company and its Subsidiaries to refrain from, and the Company and its Subsidiaries shall refrain from, except as set forth in Schedule 6.1: (i) amending their Organizational Documents or taking any action with respect to any such amendment; (ii) authorizing, issuing, selling or otherwise disposing of, or committing to sell or deliver any shares of capital stock of or any Option, Right or Warrant with respect to the Company or its Subsidiaries (except upon exercise of the Options and Warrants pursuant to the terms of this Agreement), or modifying or amending any right of any holder of outstanding shares of capital stock of or Option, Right or Warrant with respect to the Company or its Subsidiaries; (iii) splitting, combining or reclassifying any shares of the Company's or any of its Subsidiaries' capital stock, declaring, setting aside or paying any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of the capital stock of the Company or its Subsidiaries or the termination D&B Note (other than payments of this Agreement interest on the D&B Note when due in accordance with its terms), except for (i) as required by Lawor directly or indirectly redeeming, (ii) purchasing or otherwise acquiring any Emergency Measurescapital stock of or any Option, (iii) as contemplated Right or permitted by this Agreement (including Section 4.9 and Section 4.10) Warrant with respect to the Company or the Ancillary Agreements or as set forth in Section 2.8 or Section 4.1 of the Seller Disclosure Letter or its Subsidiaries; (iv) as increasing or otherwise requested changing the rate or consented to in writing by Buyernature of employee compensation (including wages, which consent shall not be unreasonably conditioned, withheld or delayed, Seller salaries and its Affiliates shall use commercially reasonable efforts to cause the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permit: (a) the Company to amend its certificate of incorporation or by-laws (or other comparable Organizational Documentsbonuses); (bv) entering into any employment agreement with any employee or prospective employee of the Company or its Subsidiaries or adopting any new employee benefit plan, policy, program or arrangement, or amending any benefit plan in a way that would serve to increase the benefits payable thereunder; (vi) adopting a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or its Subsidiaries; (vii) except (i) as may be required as a result of a change in Law or in GAAP, changing any of the accounting principles or practices (whether for financial accounting or tax purposes) used by any Benefit Plan, (ii) in the Ordinary Course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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 Planit; (cviii) revaluing any of its assets, including, without limitation, writing-off notes or accounts receivable other than in the Company to issue, sell ordinary course of business 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 any Equity Interestsas required by GAAP; (dix) making or revoking any material Tax election, changing an accounting period or adopting or changing an accounting method, filing any amended Tax Return, entering into any closing agreement or settling or compromising any Tax liability; (x) (A) incurring, assuming or compromising any Indebtedness or issuing any debt securities; (B) assuming, guaranteeing, endorsing or otherwise becoming liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; (C) making any loans, advances or capital contributions to any other Person; (D) pledging or otherwise encumbering shares of capital stock of the Company or its Subsidiaries; or (E) mortgaging or pledging any of the Assets of the Company or its Subsidiaries, or creating or suffering to exist any Encumbrance thereupon; (xi) selling, licensing, leasing or otherwise disposing of any Assets except pursuant to Contracts existing as of the date hereof; (xii) entering into, amending, extending or terminating any Contract, license, lease or other agreement; (xiii) acquiring (by merger, consolidation, or acquisition of stock or assets) any material change corporation, partnership or other business organization or division thereof or any equity interest therein, or any assets; (xiv) authorizing or making any capital expenditures individually in excess of $10,000 or in the aggregate in excess of $20,000, except for those capital expenditures made pursuant to Contracts of the accounting policies Company or practices presently its Subsidiaries existing as of the date hereof; (xv) taking or failing to take any action whereby any Intellectual Property rights owned or used by the Company or the Businessits Subsidiaries may lapse, except as required by GAAP become abandoned, or applicable Lawunenforceable; (exvi) entering into any transaction or Contract which restricts the Company to effect Company, its Subsidiaries or any merger, consolidation recapitalization, reclassification, stock split of their respective Affiliates from engaging in any business or like change activity anywhere in its capitalizationthe world; (fxvii) the amendment instituting any Action or modification settling or termination of compromising any Material Contract pending or adoption or entering into a new contract that would have been a Material Contract if adopted or entered into prior threatened Actions (A) which relate 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 Section 4.1, transactions contemplated hereby or (iiiB) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10)that are material; (gxviii) requesting or requiring any Person to accelerate the payment of the accounts receivable of the Company (oror its Subsidiaries except in the ordinary course of business, to the extent it would constitute an Assumed Liability, Seller or factoring any accounts receivable of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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 1.1or its Subsidiaries; (hxix) deferring the sale, assignment, transfer, conveyance, lease or other disposal of any properties, rights or assets payment of the Business other than assets sold accounts payable of the Company or disposed of its Subsidiaries beyond the Company's or its Subsidiaries' payment practices in the Ordinary Course ordinary course of Business or which are otherwise immaterial to the Business (and excluding any Material Assets, other than Inventory)business; (ixx) the Business to make taking any capital expenditures or commitments for capital expenditures, other than (i) action not in the Ordinary Course ordinary course of Business business resulting in a decrease in Working Capital or (ii) made an increase in response to a current risk cash of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverageits Subsidiaries; or (mxxi) any agreement taking or commitment by Seller agreeing in connection with the conduct of the Business writing or otherwise to do take any of the foregoingactions described in Sections 6.1(a)(i) through 6.1(a)(xx) or any action which would make any of the representations or warranties of the Sellers contained in this Agreement untrue or incorrect. (b) Sellers shall cause the Company and its Subsidiaries to comply, as of the Closing Date, with the representations contained in clauses (i) through (v) of Section 4.13 above for all periods through and including the Closing Date. (c) From the date hereof through the Closing, Sellers shall not sell, transfer, assign, pledge or take any other action that would result in any Encumbrance on the Shares.

Conduct of the Business. From (a) The Sellers will cause each Company to, prior to the Closing: (i) maintain its corporate or limited liability company existence; (ii) use all reasonable efforts to preserve the Business and its business organization intact, retain its permits, licenses and franchises, preserve the existing contracts and goodwill of its customers, suppliers, personnel and others having business relations with it; (iii) conduct the Business only in the ordinary course (including without limitation the maintenance of inventory levels, supply levels and operational standards, consistent with past practice); and (iv) use all reasonable efforts to operate in such a manner as to assure that the representations and warranties of the Sellers set forth in this Agreement on the date hereof until the earlier will be true and correct as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. (b) Except as set forth on SCHEDULE 4.1(b), the Sellers will cause each Company not to, prior to the Closing, without Buyer's prior written consent (such consent not to be unreasonably withheld or the termination of this Agreement in accordance with its terms, except for delayed): (i) as required by Law, change its method of management or operations in any material respect; (ii) dispose of or acquire any Emergency Measuresmaterial assets or properties or make any commitment to do so, other than inventory in the ordinary course of business; (iii) as contemplated incur, create or permitted by this Agreement (including Section 4.9 and Section 4.10) become obligated with respect to any material liabilities or material obligations to purchase or supply goods or services, other than in the Ancillary Agreements or as set forth in Section 2.8 or Section 4.1 ordinary course of the Seller Disclosure Letter or business; (iv) subject any of its properties or assets to any lien, security interest, mortgage or encumbrance, in each case other than in the ordinary course of business; (v) modify, amend, cancel or terminate any Material Contract or any other existing agreement, contract or instrument material to any Company or the Business; (vi) make any change in the compensation paid or payable to any officer, director, employee, agent, representative or consultant as otherwise requested shown or consented to in writing by Buyer, which consent shall not be unreasonably conditioned, withheld or delayed, Seller and its Affiliates shall use commercially reasonable efforts to cause the Business required to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permit: shown on a schedule hereto, or pay or agree to pay any bonus or similar payment (a) the Company to amend its certificate of incorporation or by-laws (other than bonus payments or other comparable Organizational Documentsamounts to which any Company is committed and which are expressly disclosed in this Agreement or a schedule hereto); (bvii) except (i) as may be required by promote, change the job title of, or otherwise alter in any Benefit Planmaterial respect the responsibilities or duties of, (ii) in the Ordinary Course of Business any management employee or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business Employee officer of any material increase in compensation or benefits, including severance or termination pay or adopt, entry into or the material amendment of any Seller PlanCompany; (c) 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 any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the 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; (iiiviii) enter into any closing lease, contract or agreement or other similar agreement that if in respect of existence on the date hereof would have constituted a material amount of Taxes; (iv) file any claim for a refund of material Taxes or surrender any right to claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax ReturnMaterial Contract; (lix) cancel make any change in its accounting practices or reduce procedures; (x) change its customer pricing, rebates or discounts, other than in the ordinary course of business; (xi) take any other action which could have a material respect adverse effect on the Business or the affairs, assets, condition (financial or otherwise) or prospects of any insurance coverage covering Company, or could adversely affect or detract from the value of any Company, its assets or the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (mxii) any agreement or commitment by Seller in connection with the conduct of the Business commit to do any of the foregoingforegoing referred to in clauses (i) - (xi).

Conduct of the Business. From the date hereof until the earlier Closing Date, Seller shall conduct the business of the A/TS Network in the ordinary course and consistent with past practice and preserve intact the Acqui sition Assets and the A/TS Network's business organization and relationships and goodwill with third parties and use its best efforts to keep available the services of the pre sent officers, employees and agents of Seller employed in the business of the A/TS Network. Without limiting the generality of the foregoing, from the date hereof until the Closing or the termination of this Agreement in accordance with its termsDate: (a) without Buyer's prior written consent, except for Seller will not and will not agree to: (i) as required by Law, purchase or otherwise acquire assets that would constitute Acquisition Assets from any Person other than in the ordinary course of business; (ii) sell, assign, lease, license, transfer or otherwise dispose of, or mortgage, pledge or encumber (other than with Permitted Liens), any Emergency MeasuresReal Property or amend, terminate or renew any lease thereof; (iii) as contemplated sell, assign, lease, license, transfer or permitted by this Agreement otherwise dispose of, or mortgage, pledge or encumber (including Section 4.9 and Section 4.10other than with Permitted Liens), any Acquisition Assets (other than Real Property) or the Ancillary Agreements or assets that would constitute Acquisition Assets (other than Real Property) except (x) pursuant to existing obliga tions of Seller as set forth in Section 2.8 or Section 4.1 5.1(a)(iii) of the Seller Disclosure Letter or (iv) as otherwise requested or consented to in writing by Buyer, which consent shall not be unreasonably conditioned, withheld or delayed, Seller and its Affiliates shall use commercially reasonable efforts to cause the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permit: (a) the Company to amend its certificate of incorporation or by-laws (or other comparable Organizational Documents); (b) except (i) as may be required by any Benefit PlanSchedule, (iiy) in the Ordinary Course ordinary course of Business or business (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) the Company to issue, sell or grant options, warrants or rights to purchase or subscribe to, enter into any arrangement or contract but only with respect to the issuance or sale of any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or adoption or entering into Acquisition Assets with 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness for borrowed money fair market value not 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); (hiv) amend or modify any material respect or terminate or renew any Scheduled Contract or any other Contract entered into by Seller after the saledate hereof which, assignmentif in existence on the date hereof, transfer, conveyance, lease or other disposal of any properties, rights or assets would be required to be set forth in Section 3.13 of the Business other than assets sold or disposed of Disclosure Schedule as a Scheduled Contract (each, a "Subsequent Material Contract"); (v) except in the Ordinary Course ordinary course of Business business, waive, cancel or which are otherwise immaterial take any other action mate rially impairing any of its rights relating to the Business Acquisition Assets (and excluding any Material but only with respect to Acqui sition Assets with a fair market value not in excess of $100,000); (vi) commit to make capital expenditures in excess of an aggregate of $100,000 for all such capital expenditures relating to the A/TS Network or the Acquisition Assets, other than Inventory)capital expenditures set forth on Section 5.1(a)(vi) of the Disclosure Schedule and capital expenditures required under any Scheduled Contract; (ivii) the Business enter into or commit or propose to make enter into any capital expenditures or commitments for capital expenditures, Subsequent Material Contract other than (ithe entering into of a Subsequent Material Contract as provided in Section 5.1(a)(vii) in of the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to propertyDisclosure Schedule; (jviii) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assetstake any action that would consti tute, or otherwisefail to take any action that would prevent, a breach of or a default under any Person Contract or business Subsequent Material Contract or division thereofa violation of the terms of any Permit; (kix) other than a Designated Employee who the Company to: Buyer has notified Seller is to no longer provide services on behalf of the Buyer (i1) make Seller shall not increase a Designated Employee's wage or change any material method salary level except in the ordinary course of Tax accounting or Tax accounting periodbusiness; (ii2) makeamend any ERISA Plan or Benefit Arrangement, change, rescind or revoke including 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claimEmployment Agreement, or assessment with a Governmental Authority with respect adopt any new such plan or arrangement applicable to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captiveDesignated Employee, except for changes made to Seller's similarly situated employees generally and in the ordinary course of business; and (3) there has been no (a) material change in the compensation, benefits, title or respon sibilities of any cancellation in connection Designated Employee or (b) the termination or re-assignment of any Designated Employee with the replacements of a policy by a new or successor policy of similar coveragesignificant A/TS Network managerial responsi bilities; or (mx) make any agreement change in the accounting methods for any Contract or commitment by Seller other Acquisition Asset or in connection with the conduct manner of keeping the books and records of the Business A/TS Network or financial statements relating to do any the operation of the foregoingA/TS Network.

Conduct of the Business. (a) From the date hereof until the earlier Closing Date, the Company shall use its reasonable best efforts to carry on its business according to its ordinary and usual course of business, substantially in the same manner as heretofore conducted, and preserve intact the current business organization of the Company, keep available the services of current officers, employees and consultants of the Company and preserve the current relationships of the Company with customers, suppliers and other Persons with whom the Company has significant business relations. (b) From the date hereof until the Closing or the termination of this Agreement in accordance with its termsDate, except as otherwise provided for (i) as 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 Agreement, or consented to in writing by the Buyer, which consent the Company shall not be unreasonably conditioned, withheld or delayed, Seller and its Affiliates shall use commercially reasonable efforts to cause the Business to be conducted in all material respects in the Ordinary Course of Business and Seller shall not permit: (a) the Company to amend its certificate of incorporation or by-laws (or other comparable Organizational Documents); (b) except (i) as may be required by any Benefit Plan, (ii) in the Ordinary Course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business 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) the Company to issue, sell or grant optionsdeliver any of its equity securities, or any options with respect to, or any warrants to purchase or rights to purchase or subscribe tofor, enter into any arrangement or contract with respect to the issuance or sale of any Equity Interests; its equity securities; (dii) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock equity dividend, equity split or like change in its capitalization;; (iii) amend its governing organizational documents (e.g., the Company Operating Agreement, etc.); (iv) declare or pay any dividends or make any distributions with respect to the Shares, except for tax liability payments to the Shareholders consistent with historical Company practices; (v) make any redemption or purchase of any of the Shares; (vi) take or omit to take any action the effect of which would be to cause any of the representations and warranties set forth in Section 4.06 above to be untrue, except for the payment of tax liability payments to the Shareholders consistent with historical Company practices; or (vii) take or omit to take any action the effect of which would be to cause any of the conditions to Closing set forth in Article 2 not being satisfied. (fc) The Company shall take all action necessary to terminate the amendment or modification or termination of any Material Contract or adoption or entering into a new contract that would have been a Material Contract if adopted or entered into Company’s Stock Option Plan, dated January 1, 2006, and the Company’s Stock Rights Plan, dated January 1, 2006, prior to the date hereofClosing Date, except in without any liability to the Company other than the Stock Rights Payments to be paid at Closing pursuant to Section 1.02(b)(iii) above. (d) At least ten (10) days prior to the Closing Date, the Shareholders’ Representative shall deliver to the Buyer a written statement (the “Stock Rights Statement”), which shall set forth the aggregate Stock Rights Payments (the “Aggregate Stock Rights Payments”) and, with respect to each case Person entitled to any payment or other benefit pursuant to the Stock Rights Plan (each, a “Stock Rights Participant”): (i) in the Ordinary Course name of Business or as required by applicable Lawsuch Stock Rights Participant, (ii) any the gross amount of the Appreciation in Value (as defined in the Stock Rights Plan) to which such activity otherwise permitted Stock Rights Participant is entitled pursuant to another clause the terms of this Section 4.1the Stock Rights Plan as a result of the consummation of the transaction contemplated hereunder (each, or a “Stock Rights Payment”), (iii) as otherwise contemplated or permitted the amount of all Taxes and other amounts required by this Agreement (including Section 4.9 and Section 4.10); (g) applicable law to be withheld from the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness for borrowed money amount specified 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or clause (ii) made in response to a current risk of personal injury or damage to property; above (j) the Company to divest or acquire“Stock Rights Withholding Amount”), by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the 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; and (iv) file any claim the net amount payable to each Stock Rights Participant after reduction for the Stock Rights Withholding Amount (each, a refund of material Taxes or surrender any right to claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce in any material respect any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct of the Business to do any of the foregoing“Net Stock Rights Payment”).

Conduct of the Business. (a) 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 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, which consent shall not be unreasonably conditioned, withheld or delayedDate, Seller shall conduct the Business in the ordinary course consistent with past practices and its Affiliates shall use commercially reasonable efforts to cause preserve intact its business organization and relationships with third parties and to keep available the services of its present officers, employees and independent contractors and preserve the goodwill, reputation and present relationships of the Business to be conducted in all material respects in with suppliers, customers, licensors and others having business relations with Seller. Without limiting the Ordinary Course generality of Business and the foregoing, from the date hereof until the Closing Date, Seller shall not permitwill not: (ai) adopt or propose any change in its Articles of Incorporation or Bylaws; (ii) merge or consolidate with any other entity; (iii) sell, lease, license, encumber or otherwise dispose of any material assets or property except (A) pursuant to existing contracts or commitments and (B) in the Company ordinary course consistent with past practices; (iv) except for salary increases or the introduction of new or modifications to amend employee benefit arrangements consistent with the ordinary course of business, (A) materially increase in any manner the base compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of its certificate of incorporation employees or by-laws independent contractors, (B) enter into any new employment, severance, consulting, or other comparable Organizational Documentscompensation agreement with any of its existing employees or independent contractors, (C) amend or enter into a new Employee Plan (except as required by law), or (iv) make or agree to make any bonus or profit sharing payments to any employee or independent contractor; (v) issue any capital stock or other equity interests of, or any securities convertible into, or any rights, warrants, calls, subscriptions or options to acquire, any such capital stock, equity interests, or convertible securities of Seller; (vi) incur any indebtedness for borrowed money, except in the ordinary course consistent with past practice, or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of such party or guarantee any debt securities of others; or (vii) may make cash distributions to the Shareholders except for tax obligations of the Shareholders in the ordinary course consistent with past practices. (b) except Seller will not, (i) as may be required by any Benefit Plan, (ii) in the Ordinary Course of Business take or (iii) in connection with agree or commit to take any action that applies uniformly to Business Employees would make any representation and other similarly situated employees warranty made by Seller under this Agreement on the date of Seller its execution and its Affiliatesdelivery inaccurate in any respect at, or as of any time prior to, the grant to any Business 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) 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 any Equity Interests; (d) any material change to the accounting policies or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or 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 Section 4.1, or (iii) as otherwise contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) the Company (or, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for any indebtedness 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) the sale, assignment, transfer, conveyance, lease or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business Closing Date or (ii) made in response omit or agree or commit to a current risk of personal injury omit to take any action necessary to prevent any such representation or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business or division thereof; (k) the 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 claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return; (l) cancel or reduce warranty from being inaccurate in any material respect at any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct of the Business to do any of the foregoingsuch time.

Conduct of the Business. From The Corporation shall maintain primary responsibility for obtaining all regulatory approvals required to be obtained, and with the date hereof until completion and filing of all reports and documents, including the earlier Listing Statement and the Proxy Circulars, required to be completed and filed, in respect of the Closing or transactions contemplated by this Agreement. The Corporation shall convene and hold a special meeting of its shareholders for the termination purpose of this Agreement considering the Amalgamation as soon as reasonably practicable and in accordance connection therewith, as promptly as reasonably practicable, prepare the Corporation Proxy Circular, together with its terms, except for (i) as any other documents required by Law, (ii) any Emergency Measures, (iii) as contemplated or permitted by this Agreement (including Section 4.9 and Section 4.10) or applicable legislation in connection with the Ancillary Agreements or as set forth in Section 2.8 or Section 4.1 approval of the Seller Disclosure Letter or (iv) as otherwise requested or consented to in writing by BuyerAmalgamation, which consent Corporation Proxy Circular shall include a recommendation of the board of directors of the Corporation that the Shareholders vote in favour of the Amalgamation, and which recommendation shall not be unreasonably conditionedwithdrawn or amended in any manner other than where required in connection with the exercise by the board of directors of the Corporation of their fiduciary duties. During the Interim Period, withheld or delayedother than with the express written approval of the Acquiror, Seller the Corporation shall conduct the Business in the ordinary course consistent with past practice and its Affiliates shall use its commercially reasonable best efforts to cause preserve intact the Business to be conducted in all material respects in organization, relationships with third parties and goodwill of the Ordinary Course Corporation and keep available the services of Business the present officers, employees, agents and Seller shall not permitother personnel of the Business. Without restricting the generality of the foregoing, the Corporation will not: (a) the Company to amend its certificate of incorporation articles or by-laws (or other comparable Organizational Documents)bylaws; (b) except (i) as may be required by any Benefit Plansell, (ii) in the Ordinary Course of Business mortgage, pledge or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, the grant to any Business Employee otherwise dispose of any material increase in compensation substantial assets or benefits, including severance or termination pay or adopt, entry into or properties of the material amendment of any Seller PlanCorporation; (c) the Company to issuedeclare, sell set aside or grant options, warrants pay any management fee or rights to purchase dividend or subscribe to, enter into make any arrangement or contract other distribution with respect to the issuance capital stock of the Corporation or sale of otherwise make a distribution or payment to any Equity InterestsShareholder; (d) any material change amalgamate, merge or consolidate with or agree to the accounting policies amalgamate, merge or practices presently used by the Company or the Business, except as required by GAAP or applicable Law; (e) the Company to effect any merger, consolidation recapitalization, reclassification, stock split or like change in its capitalization; (f) the amendment or modification or termination of any Material Contract or 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 Section 4.1consolidate with, or (iii) as otherwise contemplated purchase or permitted by this Agreement (including Section 4.9 and Section 4.10); (g) agree to purchase all or substantially all of the Company (orassets of, to the extent it would constitute an Assumed Liability, Seller or any of its Affiliates) to incur, create, assume or otherwise become liable for acquire, any indebtedness for borrowed money in excess of $100,000corporation, 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) the sale, assignment, transfer, conveyance, lease partnership or other disposal of any 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 the Business (and excluding any Material Assets, other than Inventory); (i) the Business to make any capital expenditures or commitments for capital expenditures, other than (i) in the Ordinary Course of Business or (ii) made in response to a current risk of personal injury or damage to property; (j) the Company to divest or acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any Person or business organization or division thereof; (ke) authorize for issuance, issue, sell or deliver any additional shares of its capital stock of any class or any securities or obligations convertible into shares of its capital stock of any class or commit to doing any of the Company to: foregoing except in connection with the Private Placement and as provided for in Schedule 3.3 of the Corporation Disclosure Letter; (f) split, combine or reclassify any shares of the capital stock of any class of the Corporation or redeem or otherwise acquire, directly or indirectly, any shares of such capital stock; (g) incur or agree to incur more than $100,000 of any debt or guarantee any debt for borrowed money, including any debt to any Shareholder, or to any Affiliate or Associate of any Shareholder, except debt incurred with the Acquiror; (h) make any loan, advance or capital contribution to or investment in any person other than loans, advances and capital contributions to or investments in joint ventures or other similar arrangements in which the Corporation has an equity interest in the ordinary course of business and travel advances made in the ordinary course of business by the Corporation to its employees to meet business expenses expected to be incurred by such employees; (i) make or change any material method of Tax accounting or Tax accounting period; (ii) makeexcept as provided for in Section 6.1(g), change, rescind or revoke any material election in respect of Taxes; (iii) enter into any closing agreement or other similar agreement in respect contract which binds the Corporation for payments of a material amount of Taxesmore than $50,000; (iv) file any claim for a refund of material Taxes or surrender any right to claim a material refund or credit of Taxes or other material Tax benefit; (v) settle or compromise or dispute, claim, or assessment with a Governmental Authority with respect to a material amount of Tax; or (vi) file any material Tax Return;or (lj) cancel or reduce fail in any material respect to comply with any insurance coverage covering the Business, whether through a third party provider or captive, except for any cancellation in connection with the replacements of a policy by a new or successor policy of similar coverage; or (m) any agreement or commitment by Seller in connection with the conduct of the Business to do any of the foregoingApplicable Laws.