Common use of Conduct of the Company Pending the Closing Clause in Contracts

Conduct of the Company Pending the Closing. From the Effective Date through the Closing, each Stockholder shall, or shall cause the Company to: (a) operate the Company’s business and conduct its affairs only in the Ordinary Course of Business, and in accordance with all applicable Laws; (b) provide the Buyer, its representatives and advisors, during normal business hours, reasonable access to and the right to inspect the books, records, and other documents related to the Company and its business; (c) take all necessary actions to maintain the continued validity and good standing of each License and such Stockholder’s ability to consummate the Transactions; and (d) promptly notify the Buyer if such Stockholder is in default of this Agreement or if it obtains knowledge that any of its representations and warranties are untrue or incorrect. In addition, from the Effective Date through the Closing, the Stockholders shall cause the Company not to: (i) sell, transfer, assign, lease or dispose of any of the Licenses or any interests therein or, other than in the Ordinary Course of Business, any of its other assets or any interests therein; (ii) create, incur or suffer to exist any Lien (other than Permitted Encumbrances) or other liability on any of its assets or any interests therein (other than in the Ordinary Course of Business, and provided that all such Liens (other than Permitted Encumbrances) are removed on or before the Closing); (iii) seek to modify or allow modification of any of the parameters under any License; or (iv) incur any Selling Expenses that are not paid on or prior to the Closing Date. Nothing in this Section 5.1 shall be deemed to prohibit the Company from paying Selling Expenses or paying compensation, dividends or other distributions to the Stockholders prior to the Closing. In the event that (A) on the Closing Date, the Company has any unexpended funds in its bank account listed on Schedule 4.2(i) (net of the amount required to pay any uncollected checks issued by the Company on or prior to the Closing Date) or (B) after the Closing Date, the Company receives any Tax refunds or credits (including overpayments of estimated Taxes) attributable to any Pre-Closing Tax Period, the aggregate amount of such cash, refunds and credits shall, at the option of the Stockholders, be used to (1) increase the amount of the Indemnity Deductible, or (2) offset any liability of the Stockholders for indemnification pursuant to Section 5.6 above.

Conduct of the Company Pending the Closing. From the Effective Date through date of this Agreement until the Closingearlier of the Closing or valid termination of this Agreement pursuant to Article IX, each Stockholder shall, or shall cause the Company to: except (a) operate the Company’s business and conduct its affairs only as set forth in the Ordinary Course of BusinessSchedule 6.1, and in accordance with all applicable Laws; (b) provide the Buyeras required by applicable Law or Order, its representatives and advisors, during normal business hours, reasonable access to and the right to inspect the books, records, and other documents related to the Company and its business; (c) take all necessary actions to maintain the continued validity and good standing of each License and such Stockholder’s ability to consummate the Transactions; and as otherwise contemplated by this Agreement or (d) promptly notify with the Buyer if such Stockholder is in default prior written consent of this Agreement Purchaser (which consent shall not be unreasonably withheld, delayed, or if it obtains knowledge that any of its representations and warranties are untrue or incorrect. In additionconditioned), from the Effective Date through the Closing, the Stockholders shall cause (x) the Company not to: shall conduct the Business in the ordinary course of business consistent with past practice and (y) the Company shall not: (i) sellrepurchase, transfer, assign, lease redeem or dispose otherwise acquire any outstanding shares of any capital stock or other Equity Interests of the Licenses or any interests therein or, other than in the Ordinary Course of Business, any of its other assets or any interests therein; Company; (ii) createdeclare, incur set aside, or suffer to exist pay any Lien (other than Permitted Encumbrances) dividend or other liability on any distribution in respect of its assets or any interests therein (other than in the Ordinary Course of Business, and provided that all such Liens (other than Permitted Encumbrances) are removed on or before the Closing); Shares; (iii) seek transfer, issue, sell or dispose of, or grant options, warrants or other rights to modify purchase or allow modification otherwise acquire, any shares of any capital stock, membership interests or other Equity Interests of the parameters under any License; or Company; (iv) effect any recapitalization, reclassification or like change in the capitalization of the Company; (v) adopt a plan of liquidation, dissolution, restructuring, bankruptcy, suspension of payments, or other reorganization; (vi) amend the articles of incorporation or bylaws of the Company; ​ ​ (vii) (A) incur or assume any Selling Expenses that are not paid on Indebtedness for borrowed money except in the ordinary course of business where such Indebtedness will be discharged at or prior to the Closing Date. Nothing in this Section 5.1 shall be deemed to prohibit the Company from paying Selling Expenses or paying compensation, dividends or other distributions to the Stockholders prior to the Closing. In the event that (A) on the Closing Date, the Company has any unexpended funds in its bank account listed on Schedule 4.2(i) (net of the amount required to pay any uncollected checks issued by the Company on or prior to the Closing Date) or (B) after the Closing Date, the Company receives make any Tax refunds loans or credits (including overpayments of estimated Taxes) attributable advances to any Pre-Closing Tax Periodother Person; (viii) (A) acquire any corporation, the aggregate amount limited liability company, partnership or other business organization or division thereof or (B) sell, lease, assign, transfer, license, abandon, convey, let lapse, or otherwise dispose of such cash, refunds and credits shall, at the option material assets of the StockholdersCompany, be used to except, in the case of clause (1B), in the ordinary course of business; (ix) settle or compromise any Legal Proceedings; (A) materially increase the amount compensation or benefits payable or to become payable to any employee of the Indemnity DeductibleCompany, other than (x) as required by applicable Law or the terms of a Benefit Plan or (y) to the extent such increase or benefit will be considered an Unpaid Company Transaction Expense or Contingent Consideration, (B) adopt, amend or terminate any Benefit Plan, except in each case in the ordinary course of business or as may be required by an existing Contract disclosed to Purchaser in accordance with the terms of this Agreement, or (2C) offset take any liability employment termination action that would constitute an “employment loss,” “layoff,” or “termination” within the meaning of the Stockholders WARN Act; (xi) enter into, modify, supplement, amend, renew, terminate, release, or waive any rights under any Material Contract or that if entered into prior to the date hereof would be a Material Contract, except for indemnification pursuant any termination of expiration of a Material Contract by its own terms; (xii) amend, terminate or waive any provision under any Real Property Lease or Sublease; (xiii) make, change or revoke any Tax election, method of Tax accounting, or Tax accounting period, settle or compromise any Tax Liability or claim, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, prepare any Tax Return in a manner not consistent with the past practice of the Company, file any amended Tax Return, surrender any claim for refund of Taxes, or enter into any closing agreement relating to any Tax; (xiv) make any material change in the operations or policies with respect to selling products or services, accounting for such sales, cash management practices, or any method of accounting or accounting policies (except to the extent required by GAAP), including any change or modification of the Company’s credit, collection, or payment policies, procedures, or practices (i.e., acceleration of the collection of Receivables (whether or not past due), writing off any Receivables, or failing to pay, or delaying payment of, payables or other Liabilities); (xv) enter into any new line of business or abandon or discontinue any existing lines of business; ​ (xvi) enter into any Contract or transaction with any Related Party; or (xvii) enter into any agreement or otherwise make a commitment to do anything prohibited by this Section 5.6 above6.1.

Conduct of the Company Pending the Closing. From the Effective Date through date of this Agreement until the Closingearlier of the Closing or valid termination of this Agreement pursuant to Article VIII, each Stockholder shallexcept (i) as set forth in Section 5.1 of the Company Disclosure Schedule, (ii) as required by applicable Law (including as required to comply with any quarantine, “shelter in place”, “stay at home”, social distancing, shut down, closure, sequester or any other Law or Order or other directive or guidelines promulgated or issued by any Governmental Authority exercising competent jurisdiction over any Acquired Company in connection with or in response to COVID-19), (iii) as otherwise explicitly contemplated by this Agreement or the Pre-Closing Restructuring Plan or (iv) with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed, or conditioned); provided that, with respect to any action requiring Parent’s consent hereunder proposed to be taken by any Acquired Company in connection with COVID-19, Parent shall provide a response to the Company specifying approval or disapproval no later than two (2) Business Days following delivery of a request with respect thereto by email in accordance with Section 10.11 (and the Company shall use reasonable best efforts to follow any such email request with a telephone call to a Person designated for notices to Parent in Section 10.11); provided, further, that if Parent fails to provide a response specifying its disapproval within such (2) Business Day period, Parent shall be deemed to have consented to any such action, (x) the Company shall and shall cause its Subsidiaries to conduct the Company to: (a) operate Business of the Company’s business and conduct its affairs only Acquired Companies in the Ordinary Course of Business, use its commercially reasonable efforts to preserve their respective assets in good repair and condition in accordance all material respects and use commercially reasonable efforts to preserve their respective Permits and relationships with all applicable Laws; Persons having business dealings with them and (y) the Company shall not and shall cause its Subsidiaries not to: (a) repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other equity interests (such as warrants, options or other similar rights with respect to equity interests) of the Acquired Companies; (b) provide the Buyertransfer, its representatives and advisorsissue, during normal business hourssell or dispose of, reasonable access or grant options, warrants or other rights to and the right to inspect the bookspurchase or otherwise acquire, recordsany shares of capital stock, and membership interests or other documents related equity interests (such as “phantom” units or rights, stock appreciation rights, performance stock units or other rights that are linked in any way to the Company and its business; price or value of such capital stock or other equity interests) of the Acquired Companies; (c) take all necessary actions declare, authorize, set aside for payment or pay any dividend (in stock or property or any combination thereof) on, or make any other distribution in respect of any capital stock or other equity interests of the Acquired Companies or for Tax purposes, other than dividends or distributions from one Acquired Company to maintain the continued validity and good standing of each License and such Stockholder’s ability to consummate the Transactions; and another Acquired Company; (d) promptly notify adopt, declare, authorize or effect any recapitalization, reclassification or like change in the Buyer if such Stockholder is in default capitalization of this Agreement the Acquired Companies or if it obtains knowledge that any of its representations and warranties are untrue complete or incorrect. In additionpartial liquidation or dissolution thereof; (e) amend, from the Effective Date through the Closingmodify or waive any provision of, or terminate, the Stockholders shall cause articles of incorporation, limited liability company agreement or bylaws, as applicable, of the Company not to: Acquired Companies; (f) (i) sellcreate, transferincur, assignrefinance, lease replace, guaranty or dispose of assume any of the Licenses Indebtedness or (ii) make any interests therein orloans, capital contributions or advances to any other than Person, except in each case (A) in the Ordinary Course of BusinessBusiness (including to purchasers of Ownerships or Other Company Products), (B) to the extent any such Indebtedness, loans or advances will be discharged at or prior to Closing or (C) the financing of its receivables of loans to purchasers of Ownerships or Other Company Products; (g) Enter into interest rate swaps, foreign exchange or commodity Contracts and other similar hedging arrangements (other than intercompany debt among the Acquired Companies); (h) (i) acquire or authorize, recommend, propose or announce the acquisition of any corporation, limited liability company, partnership or other business organization or division thereof, whether by merger or purchase of stock or assets or any interests therein; (ii) createsell, incur lease, license or suffer otherwise dispose of material assets or securities, except in the Ordinary Course of Business (which shall include the sale or lease of Ownerships and Other Company Products); (i) fail to exist maintain in full force and effect all Project and Ownerships registration statements and regulatory approvals, material Permits and consents for the sale, operation and use of the Projects and Ownerships; (j) settle or compromise any Lien Legal Proceedings for an amount in excess of Two Hundred Thousand Dollars ($200,000) (except for any such Legal Proceeding for which adequate reserves have been established in accordance with GAAP or that result in any other liability or other continuing obligation, restriction or undertaking of any Acquired Company or Managed Association (other than Permitted Encumbrancesde minimis liabilities or obligations incidental to such settlement or compromise, including confidentiality obligations); (k) enter into any commitment for capital expenditures of the Acquired Companies for tangible assets in excess of One Hundred Thousand Dollars ($100,000) for all commitments in the aggregate, other than to replace or repair obsolete, worthless or damaged assets; (l) except as required by any Benefit Plan in effect as of the date of this Agreement or by applicable Law (other than any transaction, change of control or retention payments which shall not exceed Five Hundred Thousand Dollars ($500,000) in the aggregate) (A) increase the compensation or benefits payable or to become payable to Business Employees, other than increases in compensation or benefits in the Ordinary Course of Business consistent with past practice to Business Employees not otherwise receiving an annual base salary of One Hundred Twenty-Five Thousand Dollars ($125,000) or above, or (B) enter into or amend any employment, change-in-control or severance Contract with any current or former director or executive officer of an Acquired Company or any Business Employee, other liability on than employment Contracts with employees hired by the Company after the date of this Agreement if such hiring is not prohibited by Section 5.1(n), (C) adopt or terminate any material Benefit Plans, other than as required by this Agreement, or amend or modify, in a manner that would materially increase costs to the Company, any material Benefit Plans, (D) grant to any current or former director or executive officer of an Acquired Company or any Business Employee any right to receive, or pay to any of its assets the foregoing Persons any severance, retention, change-in-control, termination or other similar compensation or benefits or any interests therein increases thereof or (E) accelerate any payment or benefit, or the funding of any payment or benefit, payable or to become payable to any current or former director of officer of an Acquired Company or any Business Employee, other than as contemplated by Section 2.4 of this Agreement; (m) implement any employee layoffs or take any other action contemplated in Section 3.16(f) with respect to actions subject to regulation under the WARN Act; (n) hire, engage or terminate (other than for cause) the employment or engagement of any employee or independent contractor who earns or will earn annually base compensation or consulting fees in excess of One Hundred Twenty-Five Thousand Dollars ($125,000); (o) enter into, renew, amend or terminate any Material Contract, Management Agreement or Real Property Lease or any Contract that would have been a Material Contract, Management Agreement or Real Property Lease if entered into on or prior to the date hereof, except for any renewal (at the time of or in anticipation of), termination or expiration of any Material Contract, Management Agreement or Real Property Lease by its own terms (and without the giving of notice thereunder or the occurrence or allegation of any breach thereof); (p) enter into any Contract if the performance of the transactions contemplated by this Agreement and the consummation thereof will conflict with, or result in any breach or violation of, or default under (with or without the giving of notice or the lapse of time, or both) such Contract; (q) change any of the Acquired Companies’ methods of accounting or methods of reporting income or deductions for Tax or accounting practice or policy, except in each case as required by applicable Law, GAAP or as disclosed in the notes to the audited Company Financial Statements; (r) make any changes in cash management practices or policies, practices or procedures with respect to collection of accounts receivable, establishment of reserves for uncollected accounts, accrual of accounts receivable, write-offs, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, in each case, except as required by applicable Law or GAAP; (s) make or change any Tax election, adopt or change any accounting method with respect to Taxes, file any amended Tax Return, enter into any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provisions of state, local or other Law), settle or abandon any material Tax claim or assessment, surrender any right to claim a refund or credit of Taxes involving a material amount, incur any liability for Taxes (other than in the Ordinary Course of Business, and provided that all such Liens (other than Permitted Encumbrances) are removed on Business or before in connection with the Closing); (iii) seek to modify or allow modification of any of the parameters under any License; or (iv) incur any Selling Expenses that are not paid on or prior to the Pre-Closing Date. Nothing in this Section 5.1 shall be deemed to prohibit the Company from paying Selling Expenses or paying compensation, dividends Restructuring Plan or other distributions to the Stockholders prior to the Closing. In the event that (A) on the Closing Datetransactions contemplated by this Agreement), the Company has any unexpended funds in its bank account listed on Schedule 4.2(i) (net of the amount required fail to pay or withhold any uncollected checks issued by the Company on or prior to the Closing Date) or (B) after the Closing Date, the Company receives any Tax refunds or credits Taxes (including overpayments of estimated Taxes) attributable as they become due, consent to any Pre-Closing Tax Period, the aggregate amount of such cash, refunds and credits shall, at the option extension or waiver of the Stockholderslimitation period applicable to any Tax claim or assessment; (t) retain or otherwise purchase more than six (6) month’s reasonably estimated supply in the Ordinary Course of Business of soft goods, be bath amenities or other similar supplies that incorporate any Retained Marks and are used to (1) increase or associated with the amount operation of the Indemnity Deductible, Projects; (u) enter into any agreement or (2) offset any liability of the Stockholders for indemnification pursuant otherwise make a commitment to do anything prohibited by this Section 5.6 above5.1.

Conduct of the Company Pending the Closing. From the Effective Date through the Closing, each Stockholder shall, or shall cause the Company to: (a) operate Except as listed in Section 8.2 of the Company’s business Company Disclosure Schedule, as otherwise expressly provided by this Agreement, or with the prior written consent of Parent, between the date of this Agreement and the Effective Time, the Company shall: (i) conduct its affairs the Business only in the Ordinary Course of Business; (ii) use commercially reasonable efforts to (A) preserve the Business, organization (including officers and Company Employees) and goodwill of the Business and (B) preserve the present relationships with its material Customers, material suppliers, material service providers, lenders and others having material business relationships with it; (iii) maintain (A) all of its owned and leased assets and properties and those assets and properties used in the Business, in their current condition, ordinary wear and tear excepted, and (B) insurance upon all of its assets and properties in accordance such amounts and of such kinds comparable to that in effect on the date of this Agreement; (A) maintain its books, accounts and records in the Ordinary Course of Business, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, and (C) comply in all material respects with all of its material contractual and other material obligations; (v) comply in all material respects with all applicable LawsLegal Requirements; and (vi) recommend the Merger and approval and adoption of this Agreement and each of the Transactions by its Shareholders, and exercise its reasonable best efforts to obtain such approval and adoption by its Shareholders. (b) provide Without limiting the Buyergenerality of the foregoing, its representatives and advisors, during normal business hours, reasonable access to and the right to inspect the books, records, and other documents related to except as listed in Section 8.2 of the Company and its business; (c) take all necessary actions to maintain Disclosure Schedule, as otherwise expressly provided in this Agreement, or with the continued validity and good standing prior written consent of each License and such Stockholder’s ability to consummate Parent, between the Transactions; and (d) promptly notify the Buyer if such Stockholder is in default date of this Agreement and the Effective Time, the Company shall not directly or if it obtains knowledge that indirectly (whether by merger, consolidation or otherwise): (i) (A) increase the salary or other compensation of any manager, director, officer, or Company Employee except for normal year-end increases in the Ordinary Course of Business, (B) grant any unusual or extraordinary bonus, benefit, or other direct or indirect compensation to any Company Employee, officer, manager, director, or consultant, (C) increase the coverage or benefits available under any (or create any new) severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, or arrangement made to, for, or with any of its representations managers, directors, officers, Company Employees, agents, or representatives or otherwise modify, amend, or terminate any such plan or arrangement, or (D) enter into any employment, deferred compensation, severance, special pay, consulting, non-competition, or similar agreement or arrangement with any of its managers, directors, or officers (or amend any such agreement to which it is a party); (ii) except in the Ordinary Course of Business, (A) issue, create, incur, assume, guarantee, endorse, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness, (B) pay, repay, discharge, purchase, repurchase, or satisfy any Indebtedness issued or guaranteed by it, (C) modify the terms of any Indebtedness or other Liability, or (D) make any loans to, advances of capital contributions to, or investments in, any other Person (other than routine travel and warranties are untrue business expense advances made to directors or incorrect. In addition, from employees); (iii) in each case to the Effective Date through the extent it could bind or adversely affect Parent or Merger Sub post-Closing, (A) make, change, or revoke any Tax election, settle or compromise any Tax claim or Liability, enter into a settlement or compromise of any Tax claim or liability, or change (or make a request to any taxing authority to change) any aspect of its method of accounting for Tax purposes or (B) prepare or file any Tax Return (or any amendment thereof) unless such Tax Return is prepared in a manner consistent with past practice and it has provided Parent a copy thereof (together with supporting papers) at least three (3) Business Days before the Stockholders shall cause due date thereof for Parent to review and approve (such approval not to be unreasonably withheld or delayed); (iv) subject to any Lien or otherwise encumber or, except for Permitted Exceptions, permit, allow, or suffer to be encumbered, any of the Company not to: material assets (iwhether tangible or intangible) of, or used by, it; (v) acquire any material properties or assets or sell, assign, license, transfer, assignconvey, lease lease, or otherwise dispose of any of its material assets, other than for fair consideration in the Licenses Ordinary Course of Business; (vi) enter into or agree to enter into any merger or consolidation with any corporation or other entity; (vii) engage in any new business or invest in, make a loan or advance (except as permitted by Section 8.2(b)(ii) above), or capital contribution to, or otherwise acquire the securities of any other Person; (viii) declare, set aside, make, or pay any dividend or other distribution in respect of the Capital Stock of or other securities of, or other ownership interests therein in, it or repurchase, redeem, or otherwise acquire any outstanding equity interests or other securities of, or ownership interests in it; (ix) cancel or compromise any material debt or claim or waive or release any material right except in the Ordinary Course of Business; (x) introduce any material change with respect to its operation (including any material change in the types, nature, composition, or quality of products or services) or, other than in the Ordinary Course of Business, make any change in product specifications or prices or terms of distributions of such products or change its other assets pricing, discount, allowance, or return policies or grant any interests therein; pricing, discount, allowance, or return terms for any customer or supplier not in accordance with such policies; (iixi) createenter into any Contract, incur understanding, or suffer commitment that restrains, restricts, limits, or impedes its ability, or the ability of Parent, to exist compete with or conduct any Lien business or line of business in any geographic area or solicit the employment of any Persons; (other than Permitted Encumbrancesxii) terminate, amend, restate, supplement, abandon, or other liability on waive any material rights under any (A) Material Contract, Real Property Lease, material Personal Property Lease, or material lease or license of its assets or any interests therein (Intellectual Property, other than in the Ordinary Course of Business, and provided that all such Liens (other than Permitted Encumbrances) are removed on or before the Closing); (iii) seek to modify or allow modification of any of the parameters under any License; or (iv) incur any Selling Expenses that are not paid on or prior to the Closing Date. Nothing in this Section 5.1 shall be deemed to prohibit the Company from paying Selling Expenses or paying compensation, dividends or other distributions to the Stockholders prior to the Closing. In the event that (A) on the Closing Date, the Company has any unexpended funds in its bank account listed on Schedule 4.2(i) (net of the amount required to pay any uncollected checks issued by the Company on or prior to the Closing Date) Business or (B) after Permit; (xiii) change or modify its credit, collection, or payment policies, procedures, or practices, including acceleration of collections or receivables (whether or not past due) or fail to pay or delay payment of payables or other Liabilities; (xiv) take any action that would adversely affect the ability of the Parties to consummate the Transactions; (xv) enter into any commitment for capital expenditures or any Liabilities in respect thereof, other than any unbudgeted capital expenditures that do not exceed $10,000 individually or $25,000 in the aggregate; (xvi) amend its governing documents; (xvii) enter into any transaction or enter into, modify, or renew any Contract that by reason of its size, nature, or otherwise is not in the Ordinary Course of Business; or (xviii) agree to do anything (A) prohibited by this Section 8.2, (B) that would make any of the representations and warranties of the Company or the Shareholders in this Agreement or any of the Transaction Documents untrue or incorrect in any material respect or could result in any of the conditions to the Closing Date, the Company receives any Tax refunds or credits (including overpayments of estimated Taxes) attributable to any Pre-Closing Tax Period, the aggregate amount of such cash, refunds and credits shall, at the option of the Stockholders, be used to (1) increase the amount of the Indemnity Deductiblenot being satisfied, or (2C) offset any liability of the Stockholders for indemnification pursuant that would be reasonably expected to Section 5.6 abovehave a Company Material Adverse Effect.

Conduct of the Company Pending the Closing. (a) From the date of this Agreement until the earlier of the Effective Date through Time or the Closingtermination of this Agreement in accordance with Section 9.01, except as set forth in Section 6.01(a) of the Company Disclosure Letter or as required by Applicable Law or expressly contemplated by this Agreement or disclosed in the Company SEC Documents prior to the date of this Agreement or otherwise with the prior written consent of Purchaser (which shall not be unreasonably withheld, conditioned or delayed), the Company shall use reasonable best efforts to, and shall cause each Stockholder shallof its Subsidiaries to use reasonable best efforts to, (i) conduct its operations, in all material respects, in the ordinary course of business and (ii) preserve the goodwill and current relationships of the Group Companies with customers, suppliers and other Persons with which the Company or any of its Subsidiaries has significant business relations, subject, in each case, to modifications to the Company’s business which were publicly announced or otherwise disclosed to Purchaser prior to the date of this Agreement; provided, however, that no action by the Group Companies with respect to matters specifically permitted by any provision of the following sentence, and no failure to take any action specifically prohibited by any provision of the following sentence, shall in either case be deemed a breach of the covenants contained in this sentence. Without limiting the foregoing, and as an extension thereof, except as set forth in Section 6.01(a) of the Company Disclosure Letter or as required by (and to the extent permitted by) Applicable Law or expressly contemplated by this Agreement or disclosed in the Company SEC Documents prior to the date of this Agreement, or otherwise with the prior written consent of Purchaser (which shall cause not be unreasonably withheld, conditioned or delayed), the Company undertakes that it shall not, and shall not permit any of its Subsidiaries to, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 9.01: (i) issue, sell, grant options or rights to purchase or receive, pledge, or authorize or propose the issuance, sale, grant of options or rights to purchase or pledge, any Company Ordinary Shares, other than issuances of Class A Ordinary Shares: (a) operate in connection with the Company’s business and conduct its affairs only in vesting and/or settlement of Company Restricted Share Awards existing as at the Ordinary Course date of Business, and this Agreement in accordance with all applicable Lawstheir terms; or (b) provide the Buyer, its representatives and advisors, during normal business hours, reasonable access to and the right to inspect the books, records, and other documents related in connection with a Relevant Acquisition Proposal; (ii) make or declare any dividend or distribution to the shareholders of the Company; (iii) merge or consolidate any Group Company and its business; with any Person or adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of any Group Company, except (cA) take all necessary actions with respect to maintain any wholly owned Subsidiary of the continued validity and good standing Company or (B) as would not materially delay, materially impede or prevent the consummation of each License and such Stockholder’s ability to consummate the Transactions; ; (iv) excluding, for the avoidance of doubt, (a) any trading of Playing Staff or Players or (b) transactions between wholly-owned members of the Group Companies, any (1) sale, transfer or disposal (howsoever structured) of an operating business of the Group Companies or (2) purchase or acquisition (howsoever structured) of an operating business of the Group Companies, in each case (x) whether by a single transaction or series of connected transactions and (dy) promptly notify the Buyer if where such Stockholder is in default of this Agreement or if it obtains knowledge that any of its representations and warranties are untrue or incorrect. In addition, from the Effective Date through the Closing, the Stockholders shall cause the Company not to: (i) sellsale, transfer, assigndisposal, lease purchase or dispose acquisition (as relevant) is for a gross price (in the case of any asset) or enterprise value (in the case of any business or undertaking) in excess of $250 million; or (v) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 6.01(a). Notwithstanding anything to the Licenses contrary in this Agreement: any action or omission that Sellers or the Group Companies take pursuant to any Applicable Law or any interests therein orother directive, pronouncement or guideline issued by a Governmental Authority or industry group providing for business closures, “sheltering-in-place” or other than in the Ordinary Course of Businessrestrictions that relates to, or arises out of, any of its other assets pandemic (including COVID-19), epidemic or any interests therein; (ii) create, incur disease outbreak or suffer that is responsive to exist any Lien (other than Permitted Encumbrances) or other liability on any of its assets or any interests therein (other than in the Ordinary Course of Business, and provided that all such Liens (other than Permitted Encumbrances) are removed on or before the Closing); (iii) seek to modify or allow modification as a result of any pandemic (including COVID-19), epidemic or disease outbreak, as determined by the Group Companies in their sole and reasonable discretion, shall in no event be deemed to constitute a breach of the parameters under any License; or (iv) incur any Selling Expenses that are not paid on or prior to the Closing Datethis Section 6.01(a). Nothing in this Section 5.1 Agreement is intended to and shall be deemed not operate so as to prohibit require the Company from paying Selling Expenses or paying compensationthe Club to take any action or give Purchaser or its Affiliates any powers or rights which would result in a breach of PL Rules, dividends FA Rules or other distributions football governing body rules or impose any sanctions on the Company or the Club pursuant to such rules. (b) Nothing contained in this Agreement shall give Purchaser, directly or indirectly, any right to control or direct the Stockholders operations of the Group Companies prior to the Closing. In Prior to the event Closing, each of the Company and Purchaser shall exercise, consistent with the other terms and conditions of this Agreement, complete control and supervision over their respective businesses. (c) Subject to Applicable Law and Section 7.03, the parties agree that between the date of this Agreement and Closing, the Group Companies shall afford reasonable access to the Group Companies (Aincluding to the Club and employees of the Group Companies) on to such person as Purchaser may specify in writing to Sellers’ Representative from time to time (the “Purchaser’s Representative”) and shall discuss, in good faith, matters relating to the sporting performance, sporting management and sporting operation of the of the Club with the Purchaser’s Representative. At such meetings, subject to Applicable Law and Section 7.03, Sellers undertake to procure that Purchaser’s Representative is provided with all information as they may reasonably request in order to assess the sporting performance, sporting management and sporting operation of the of the Club. (d) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 9.01, subject to Applicable Law, unless the Company first uses reasonable best efforts to consult with Purchaser in good faith, the Company shall not (i) carry out any action that would, if such action were to take place immediately following the Closing Date, require the Company has any unexpended funds in its bank account listed on Schedule 4.2(i) (net consent of the amount required to pay any uncollected checks issued by the Company on or prior to the Closing Date) or (B) after the Closing Date, the Company receives any Tax refunds or credits (including overpayments of estimated Taxes) attributable to any Pre-Closing Tax Period, the aggregate amount of such cash, refunds and credits shall, at the option of the Stockholders, be used to (1) increase the amount of the Indemnity Deductible, or (2) offset any liability of the Stockholders for indemnification Purchaser pursuant to Section 5.6 above4.1(a) of the Governance Agreement or (ii) adopt a transfers plan or act (including through deliberate omission) in a manner which is inconsistent with the Transfers Plan, or change or supplement the Transfers Plan, including, without limitation, by (to the extent not contemplated in the Transfers Plan): (i) appointing, dismissing or accepting the resignation of any Director of Football or First Team Manager of the Company and/or any of its Subsidiaries; (ii) entering into, or continuing any existing, discussions or negotiations relating to the purchase, sale or other transfer, whether on a permanent or temporary basis, of, or agreeing to exercise or vary any option or other right held by any Group Company over, any registration of any Player, or entering into any agreement or binding understanding with respect to the same; (iii) amending, extending or waiving any rights under (or agreeing to amend, extend or waive any such rights under) any existing transfer or loan agreement related to a Player, or entering into any agreement with any employee, agent or intermediary agreement, or any professional player’s football agreement to which any Group Company is a party and which is material to the substance or the value of the activities or the business of the Group Companies; or (iv) taking any other steps that would impact on the rights of any Group Company to full and unencumbered title to the registration of any Player held by any Group Company. (e) Purchaser shall not, and shall not permit any of its Affiliates to, take any action or fail to take any action that could reasonably be expected to result in any of the conditions set forth in Article VIII or Annex I not being satisfied or that could otherwise be reasonably expected to prevent or delay the consummation of the Transactions. From the date of this Agreement, until the Expiration Time (as may be extended), Purchaser shall not, and shall cause all covered persons (as defined in Rule 14e-5 under the Exchange Act) not to, directly or indirectly purchase or arrange to purchase any Class A Ordinary Shares or other subject securities (as defined in Rule 14e-5 under the Exchange Act) except as part of the Offer or except as, and to the extent permitted by, such Rule 14e-5.

Conduct of the Company Pending the Closing. From The Company agrees that, between the Effective Date through date of this Agreement and the Closing, each Stockholder shallexcept as expressly set forth in this Agreement, the Ancillary Agreements or Schedule 6.1, the Company shall cause the Company to: (a) operate the Company’s business and conduct its affairs only REIT Business to be conducted in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, and the Company shall use commercially reasonable efforts to preserve substantially intact the REIT Business and to preserve, in accordance all material respects, the current relationships of the REIT Entities with all applicable Laws; (b) provide customers, suppliers, key employees and other persons with which the BuyerREIT Entities have significant business relations, its representatives and advisors, during normal business hours, reasonable access to and the right to inspect the books, recordsCompany shall not, and other documents related to the Company and its business; (c) take all necessary actions to maintain the continued validity and good standing of each License and such Stockholder’s ability to consummate the Transactions; and (d) promptly notify the Buyer if such Stockholder is in default of this Agreement or if it obtains knowledge that any of its representations and warranties are untrue or incorrect. In addition, from the Effective Date through the Closing, the Stockholders shall cause the Company its Subsidiaries not to: (i) sell, transfertake any action that would, assignas of the Closing Date, lease cause or dispose result in OpCo being in violation of any of the Licenses covenants set forth in the Lease Agreement. Except as expressly set forth in this Agreement, the Ancillary Agreements or set forth in Schedule 6.1, the Company shall not, and the Company shall cause the REIT Entities to not, between the date of this Agreement and the Closing, do any interests therein orof the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed: Section 6.1.1 with respect to the REIT Business, change in any material manner any of its methods, principles or practices of accounting in effect at the Reference Balance Sheet Date, except as may be required by applicable Law or GAAP; Section 6.1.2 fail to duly and timely file any material reports, Tax Returns or other material documents required to be filed with Government Entities, subject to extensions permitted by Law; Section 6.1.3 make or rescind any material Tax election (including, but not limited to, any entity classification election); Section 6.1.4 except with respect to Indebtedness for Borrowed Money with respect to which all Liabilities are fully discharged at or prior to the Closing, incur, prepay, or refinance any Indebtedness for Borrowed Money that would be a Liability of a REIT Entity or enter into any commitment or contractual obligation to incur, prepay or refinance any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money under existing credit facilities; Section 6.1.5 amend any of the organizational documents of the REIT Entities or change the legal form of the Company, Manor Care, Seller or any REIT Entity; Section 6.1.6 classify or re-classify, grant or issue, sell, pledge, dispose of, encumber, combine, split, subdivide, redeem or otherwise make any change in the Ordinary Course number of Businessissued and outstanding, shares of beneficial interest, capital stock, membership interests, units of limited partnership interest, or other Equity Interests, in each case, of any REIT Entity or authorize any of its the foregoing (other assets than (i) as contemplated by the Reorganization Agreement or any interests therein; (ii) createin connection with the exercise of Company Options); (a) sell, incur or suffer lease, mortgage, assign, subject to exist any Lien Encumbrance (other than Permitted Encumbrances) or other liability on otherwise dispose of any of its assets the REIT Entities or any interests therein of their respective material assets, except for disposals of inventories, consumables and FF&E and Tangible Personal Property, and, except for obsolete assets, in each case, in the ordinary course of business or (b) make one or more capital expenditures with respect to the REIT Business or REIT Assets which (i)(A) involves the purchase of any real property or the entry into any lease or sublease of real property as tenant or sub-tenant, or (B) is not in connection with a Construction Project, and (ii) is not consistent with the capital expenditure forecasts delivered by the Company to Parent prior to the date hereof. (i) with respect to the REIT Business, pay, discharge, settle or satisfy any claims or Liabilities other than the payment, discharge, settlement or satisfaction (A) in the ordinary course of business consistent with past practice or (B) in full of claims or Liabilities which involve an amount of Liabilities of the REIT Entities no greater than $750,000 with respect to an individual claim or Liability, or one or more related claims or Liabilities, or $2,000,000 in the aggregate, and do not impose any material Liability on the REIT Entities other than the payment of money or (ii) waive, assign, transfer or release any claims or rights that are REIT Assets and of material value; Section 6.1.9 enter into any Contract between any REIT Entity on the one hand, and any officer or director of the Company or a Subsidiary of the Company, on the other hand; Section 6.1.10 other than in the Ordinary Course ordinary course of Businessbusiness, and provided consistent with past practice, (i) materially amend modify, renew, extend or terminate or waive rights under, compliance with the terms of or breaches under, any Company Material Contract, or (ii) enter into a new Contract that all would constitute a Company Material Contract unless such Liens new Contract is terminable by the Company or its applicable Subsidiary without any penalty, premium, termination payment or other Liabilities upon not more than ninety (90) days notice; Section 6.1.11 settle or compromise any material Tax Liability to the extent such settlement or compromise would reasonably be expected to materially reduce the tax basis in any asset of the REIT Entities; Section 6.1.12 modify the general business of the REIT Entities or (in any material sense) the OpCo Entities; Section 6.1.13 with respect to the Company, NewCo 1, Manor Care or the REIT Entities, merge or consolidate itself with any other person, or restructure, reorganize or completely or partially liquidate itself; Section 6.1.14 other than Permitted Encumbrances) are removed on or before the Closing); Dividends (iii) seek to modify or allow modification of any of the parameters under any License; or (iv) incur any Selling Expenses that are not paid on or prior which, notwithstanding anything to the Closing Date. Nothing contrary in this Section 5.1 shall be deemed to prohibit Agreement, the Company from paying Selling Expenses may declare and pay without Parent’s consent), declare or paying compensation, pay any dividends or other distributions in respect of Equity Interests in the Company payable in cash, stock, property or otherwise; Section 6.1.15 enter into any Contract or other agreement, commitment or arrangement to do any of the Stockholders prior foregoing prohibited actions; Section 6.1.16 not enter into, adopt or amend (i) any Company Employee Plan or any other employee compensatory program, policy or arrangement with respect to any employee of any REIT Entity (including any employment agreement (not terminable at will)) or severance or change of control agreement with any employee of the REIT Entities or (ii) any Company Employee Plan for which Parent could be liable following the Closing. In the event that , except (A) on the Closing Dateas required by Law, the Company has any unexpended funds in its bank account listed on Schedule 4.2(i) (net of the amount required to pay any uncollected checks issued by the Company on or prior to the Closing Date) or (B) after in the Closing Dateordinary course of business consistent with past practice; provided that in no event shall any action be taken that would expand the positions eligible for participation in any Company Employee Plan or any other employee compensatory program, policy or arrangement with respect to the Company receives any Tax refunds or credits (including overpayments of estimated Taxes) attributable to any Pre-Closing Tax Period, the aggregate amount of such cash, refunds and credits shall, at the option employees of the Stockholders, be used to (1) REIT Entities; or Section 6.1.17 not increase the amount rate of compensation of, or pay or agree to pay any benefit to, any employee of the Indemnity DeductibleREIT Entities, except as may be required by applicable Law or by any Company Employee Plan in existence as of the date hereof, hire any employee, or (2) offset terminate the employment of any liability employee of the Stockholders for indemnification pursuant to Section 5.6 aboveREIT Entities whose aggregate compensation is, as of the date of this Agreement, in excess of $100,000.

Conduct of the Company Pending the Closing. From the Effective Execution Date through until the Closingearlier of the Closing or valid termination of this Agreement pursuant to Article XI, each Stockholder shallexcept (i) as set forth on Section 6.1 of the Company Disclosure Schedule, (ii) as required by applicable Law or any existing Contract or Benefit Plan, (iii) as otherwise specifically contemplated by this Agreement, (iv) as is solely between or among the Company and any of its Subsidiaries or (v) with the prior written consent of Purchaser or Merger Sub (which consent shall not be unreasonably withheld, delayed or conditioned), (A) the Company shall and shall cause the Company’s Subsidiaries to (1) conduct the business of the Company to: (a) operate and the Company’s business and conduct its affairs only Subsidiaries in the Ordinary Course of BusinessBusiness and (2) use reasonable best efforts to maintain and preserve intact the current organization, business and in accordance with all applicable Laws; (b) provide the Buyer, its representatives and advisors, during normal business hours, reasonable access to and the right to inspect the books, records, and other documents related to franchise of the Company and its business; (c) take all necessary actions Subsidiaries and to maintain preserve the continued validity rights, franchises, goodwill and good standing relationships of each License its employees, customers, lenders, suppliers, regulators and such Stockholder’s ability to consummate others having business relationships with the Transactions; Company and its Subsidiaries, and (dB) promptly notify the Buyer if such Stockholder is in default of this Agreement or if it obtains knowledge that any of its representations Company shall not, and warranties are untrue or incorrect. In addition, from the Effective Date through the Closing, the Stockholders shall cause the Company Company’s Subsidiaries not to: : (a) (i) sell, transfer, assign, lease declare or dispose of pay any of the Licenses or any interests therein or, other than in the Ordinary Course of Business, any of its other assets or any interests therein; (ii) create, incur or suffer to exist any Lien (other than Permitted Encumbrances) or other liability on any of its assets or any interests therein (other than in the Ordinary Course of Business, and provided that all such Liens (other than Permitted Encumbrances) are removed on or before the Closing); (iii) seek to modify or allow modification of any of the parameters under any License; or (iv) incur any Selling Expenses that are not paid on or prior to the Closing Date. Nothing in this Section 5.1 shall be deemed to prohibit the Company from paying Selling Expenses or paying compensation, dividends or other distributions of cash or other property to the Stockholders prior to Company or any of the Closing. In the event that Equity Holders or their respective Affiliates or (Aii) on the Closing Daterepurchase, redeem or otherwise acquire any outstanding shares of capital stock, membership interests or other equity interests of the Company has or its Subsidiaries; (b) transfer, issue, sell or dispose of, or grant options, warrants or other rights to purchase or otherwise acquire, any unexpended funds in its bank account listed on Schedule 4.2(i) (net shares of capital stock, membership interests or other equity interests of the amount required to pay any uncollected checks issued by Company or its Subsidiaries, except for issuances upon the exercise or settlement of outstanding equity incentive awards of the Company on or prior to its Subsidiaries in accordance with the Closing Date) or (B) after the Closing Date, the Company receives any Tax refunds or credits (including overpayments of estimated Taxes) attributable to any Pre-Closing Tax Period, the aggregate amount of such cash, refunds terms and credits shall, at the option conditions in effect as of the Stockholders, be used to (1) increase the amount of the Indemnity Deductible, or (2) offset any liability of the Stockholders for indemnification pursuant to Section 5.6 above.Execution Date;

Conduct of the Company Pending the Closing. From The Company and Sellers covenant and agree that, except with the Effective Date through prior written consent of Buyer, between the Closingdate of this Agreement and the Closing Date, each Stockholder shall, or shall cause the Company to: (a) operate shall use its best efforts to preserve intact the Company’s business Business and conduct its affairs only shall not take any action except in the Ordinary Course of Business, and in accordance with all applicable Laws; (b) provide the Buyer, its representatives and advisors, during normal business hours, reasonable access to and the right to inspect the books, recordsexcept as set forth on Schedule 6.2. By way of illustration, and other documents related to not limitation, the Company and its business; (c) take all necessary actions to maintain Sellers shall not between the continued validity and good standing of each License and such Stockholder’s ability to consummate the Transactions; and (d) promptly notify the Buyer if such Stockholder is in default date of this Agreement and the Closing Date, directly or if it obtains knowledge that indirectly, do or propose or agree to do any of its representations and warranties are untrue or incorrect. In addition, from the Effective Date through following without the Closing, the Stockholders shall cause the Company not toprior written consent of Buyer: (i) sellamend or otherwise change the Company's articles of incorporation or bylaws, transfer(ii) issue or authorize the issuance of, assignany shares of capital stock of the Company or any options, lease warrants, convertible securities or dispose other rights of any kind to acquire any shares of capital stock or other ownership interest of the Licenses Company, (iii) declare, set aside, make or pay any interests therein ordividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than in the Ordinary Course of Business, (iv) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its other assets or capital stock, (v) acquire any interests therein; interest in any Person except as set forth on Schedule 6.2, (iivi) createincur any Indebtedness in an amount exceeding $15,000, incur or suffer to exist any Lien (other than Permitted Encumbrances) or other liability on any of its assets or any interests therein (other than in the Ordinary Course of Business, and provided that all such Liens (vii) create any Lien on any Assets of the Business or the Company, other than Permitted Encumbrancesin the Ordinary Course of Business, (viii) are removed on make any loans or before advances to any Person or guarantee the Closing); indebtedness of any Person, (iiiix) seek to sell or dispose of any assets of the Business or the Company, other than in the Ordinary Course of Business, (x) enter into, modify or allow modification terminate any contract or agreement of the Company, other than in the Ordinary Course of Business, (xi) agree, in writing or otherwise, to take or authorize any of the parameters under foregoing actions other than in the Ordinary Course of Business or any License; other action which would make any representation or (iv) incur any Selling Expenses that are not paid on or prior to the Closing Date. Nothing in this Section 5.1 shall be deemed to prohibit warranty of the Company from paying Selling Expenses or paying compensation, dividends Seller untrue or other distributions to the Stockholders prior to the Closing. In the event that (A) on the Closing Date, the Company has any unexpended funds in its bank account listed on Schedule 4.2(i) (net of the amount required to pay any uncollected checks issued by the Company on or prior to the Closing Date) or (B) after the Closing Date, the Company receives any Tax refunds or credits (including overpayments of estimated Taxes) attributable to any Pre-Closing Tax Period, the aggregate amount of such cash, refunds and credits shall, at the option of the Stockholders, be used to (1) increase the amount of the Indemnity Deductible, or (2) offset any liability of the Stockholders for indemnification pursuant to Section 5.6 aboveincorrect.

Conduct of the Company Pending the Closing. From the Effective Date through date of this Agreement until the Closingearlier of the Closing or valid termination of this Agreement pursuant to Article XI, each Stockholder shallexcept (i) as set forth on Schedule 6.1, (ii) as required by applicable Law, (iii) as otherwise specifically contemplated by this Agreement, or (iv) with the prior written consent of Purchaser (which shall not be unreasonably withheld, conditioned or delayed), (A) the Company shall and shall cause the Company’s Subsidiaries to (1) conduct the business of the Company and the Company’s Subsidiaries in the Ordinary Course of Business and (2) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Company and its Subsidiaries and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company and its Subsidiaries, and (B) the Company shall not, and shall cause the Company’s Subsidiaries not to: : (a) operate (i) declare or pay any dividends or other distributions of cash or other property to any of the Company’s Equity Holders or their respective Affiliates or (ii) repurchase, redeem or otherwise acquire any outstanding Equity Interests; (b) except for (i) the issuance of Certificates for shares of Company Stock upon the exercise of Company Warrants issued and outstanding as of the date hereof, or (ii) the issuance of replacement Certificates for shares of Company Stock issued and outstanding as of the date hereof: (x) issue, sell, transfer, grant, adjust or otherwise dispose of, or authorize to issue, sell, transfer, grant or otherwise dispose of, any Equity Interests of the Company or any Subsidiary, (y) issue, sell, transfer, grant or otherwise dispose of, any other securities convertible into or exchangeable for, or options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise), any Equity Interests of the Company or any Subsidiary, or (z) enter into any Contract with respect to the issuance, sale, transfer, grant or other disposition of any Equity Interests of the Company or any Subsidiary or other securities convertible into or exchangeable for, or options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise), any Equity Interests of the Company or any Subsidiary; (c) effect any stock split, recapitalization, reclassification or like change in the capitalization of the Company or its Subsidiaries; (d) amend any of the Organizational Documents of the Company or its Subsidiaries; (e) (i) incur, issue, assume, guarantee or otherwise become liable for any Indebtedness, or in any material respect, modify any Indebtedness of the Company or a Subsidiary existing on the date hereof, or (ii) make any loans or advances to, or any capital investments in, any other Person; (f) acquire by merging or consolidating with, or agreeing to merge or consolidate with, or purchase substantially all the Equity Interests or assets of, or otherwise ​ acquire, any business and conduct its affairs only or any corporation, partnership, association or other business organization or division thereof; (g) except for sales of inventory in the Ordinary Course of Business, and in accordance with all applicable Laws; (b) provide the Buyer, its representatives and advisors, during normal business hours, reasonable access to and the right to inspect the books, records, and other documents related to the Company and its business; (c) take all necessary actions to maintain the continued validity and good standing of each License and such Stockholder’s ability to consummate the Transactions; and (d) promptly notify the Buyer if such Stockholder is in default of this Agreement or if it obtains knowledge that any of its representations and warranties are untrue or incorrect. In addition, from the Effective Date through the Closing, the Stockholders shall cause the Company not to: (i) sell, transferlease, assignsublease, lease mortgage, pledge or otherwise encumber or dispose of any of the Licenses material assets owned by the Company or its Subsidiaries (including any interests therein orCompany Intellectual Property), or enter into any Contract regarding the foregoing; (h) except for the Merger, adopt any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (i) other than in the Ordinary Course of Business, make or cause to be made any capital expenditures or (ii) fail to make or cause to be made any planned capital expenditure or repairs, restoration, replacements and maintenance reasonably necessary to maintain its tangible assets and Real Property (including the buildings, fixtures and improvements thereon) in reasonable operating condition based upon the circumstances, normal wear and tear excepted; (j) fail to preserve or maintain its Permits other than any failure that would not have any material impact on the Company or any of its Subsidiaries; (k) fail to continue in full force and effect and without modification all Insurance Policies, except as required by applicable Law; (l) settle or compromise any Legal Proceedings, other assets than settlements for which the only obligation of the Company or the applicable Subsidiary is the payment of cash in an amount less than $40,000; (m) (i) grant any interests therein; bonus or increase the compensation or benefits payable or to become payable to any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any Material Contract or required by applicable Law, (ii) create, incur change the terms of employment for any employee or suffer to exist terminate any Lien (other than Permitted Encumbrances) or other liability on any of its assets or any interests therein (employee other than in the Ordinary Course of BusinessBusiness with respect to employees earning annual compensation (both before and after such change or termination) less than $50,000, and provided that all such Liens (other than Permitted Encumbrances) are removed on or before the Closing); (iii) seek adopt, amend or terminate any employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (iv) adopt, amend or terminate any Benefit Plan, or (v) hire or promote any person as or to, as the case may be, an executive officer or hire or promote any employee below executive officer, except to modify fill a vacancy in the Ordinary Course of Business; (n) terminate or allow modification of materially amend (including with respect to pricing, payment or other economic terms), permit to expire, waive, terminate or rescind any Material Contract or enter into any new Contract which, had it been entered into prior to the date hereof, would have been a Material Contract; (o) fail to pay its material debts, Taxes and other material Liabilities when due; ​ (p) change any of the parameters under Company’s or its Subsidiaries’ methods of accounting or methods of reporting income or deductions for Tax or accounting practice or policy, except in each case as required by applicable Law or GAAP; (q) materially change any Licenseof the Company’s or its Subsidiaries’ cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; or (r) enter into any agreement or (iv) incur any Selling Expenses that are not paid on or prior otherwise make a commitment to the Closing Date. Nothing in do anything prohibited by this Section 5.1 shall be deemed to prohibit the Company from paying Selling Expenses or paying compensation, dividends or other distributions to the Stockholders prior to the Closing. In the event that (A) on the Closing Date, the Company has any unexpended funds in its bank account listed on Schedule 4.2(i) (net of the amount required to pay any uncollected checks issued by the Company on or prior to the Closing Date) or (B) after the Closing Date, the Company receives any Tax refunds or credits (including overpayments of estimated Taxes) attributable to any Pre-Closing Tax Period, the aggregate amount of such cash, refunds and credits shall, at the option of the Stockholders, be used to (1) increase the amount of the Indemnity Deductible, or (2) offset any liability of the Stockholders for indemnification pursuant to Section 5.6 above6.1.

Conduct of the Company Pending the Closing. From the Effective Date through date of this Agreement until the Closingearlier of the Closing or valid termination of this Agreement pursuant to Article XI, each Stockholder shallexcept (i) as set forth on Section 6.1 of the Company Disclosure Schedule, (ii) as required by applicable Law, (iii) as otherwise expressly contemplated by this Agreement, or (iv) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed, or conditioned, and which will be deemed granted if Purchaser does not respond to a written request for consent within ten (10) Business Days), (1) Seller and the Company shall and shall cause the Company’s Subsidiaries to conduct the business of the Company and its Subsidiaries in the Ordinary Course of Business and use commercially reasonable efforts to preserve intact their respective business organizations and relationships with customers, suppliers and others having material business relationships with the Company and its Subsidiaries and (2) Seller (with respect to the Company and its Subsidiaries) and the Company shall not, and shall cause the Company’s Subsidiaries not to: : (a) operate repurchase, redeem or otherwise acquire any outstanding shares of the Company’s capital stock or other equity interests or limited partnership interests or rights or obligations convertible into or exchangeable for shares of capital stock or other equity interests or limited partnership interests or other securities of the Company or its Subsidiaries or declare or pay any non-cash dividends on or make other non-cash distributions in respect of any of its capital stock or other equity interests; (b) transfer, issue, sell, pledge, encumber or otherwise dispose of any shares of capital stock or other equity interests or rights or obligations convertible into or exchangeable for shares of capital stock or other equity interests of the Company or its Subsidiaries or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other equity interests or rights or obligations convertible into or exchangeable for shares of capital stock or other equity interests of the Company or its Subsidiaries; (c) effect any recapitalization, reclassification or like change in the capitalization of the Company or its Subsidiaries; (d) amend the certificate of incorporation, bylaws, partnership agreement or comparable organizational documents of the Company or its Subsidiaries; (e) (A) incur or assume any Indebtedness, or mortgage or pledge any properties or assets (whether tangible or intangible) of the Company or its Subsidiaries (other than among the Company and its Subsidiaries), or create or suffer to exist any Lien thereupon, other than Permitted Liens, or (B) make any loans or advances to any other Person (other than among the Company and its Subsidiaries), except in each case in the Ordinary Course of Business or to the extent any such Indebtedness, loans or advances are incurred to or from one or more Affiliates of the Company and will be discharged at or prior to Closing; (f) (A) acquire (by merger, consolidation or acquisition of equity interests or assets) any corporation, limited liability company, partnership or other business and conduct its affairs only organization or division thereof or (B) sell, lease or otherwise dispose of material assets or securities (other than the Retained Properties), except in the Ordinary Course of Business; (g) settle or compromise any material claim, and action, suit, proceeding or investigation other than in accordance with all applicable Laws; (b) provide the Buyer, its representatives and advisors, during normal business hours, reasonable access to and the right to inspect the books, records, and other documents related to the Company and its business; (c) take all necessary actions to maintain the continued validity and good standing Ordinary Course of each License and such Stockholder’s ability to consummate the Transactions; and (d) promptly notify the Buyer if such Stockholder is in default of this Agreement or if it obtains knowledge Business that any of its representations and warranties are untrue or incorrect. In addition, from the Effective Date through the Closing, the Stockholders shall cause the Company not to: (i) sell, transfer, assign, lease involves only the payment of money and does not exceed Fifty Thousand Dollars ($50,000) individually or dispose of (ii) that has become due and payable prior to the date hereof; (h) enter into any commitment for or incur capital expenditures of the Licenses Company or any interests therein orits Subsidiaries in excess of Fifty Thousand Dollars ($50,000) for all commitments and expenses in the aggregate, other than to replace or repair obsolete, worthless or damaged assets; (i) other than in the Ordinary Course of Business, knowingly and intentionally take any action to convert any asset of the Company or any of its other assets Subsidiaries that would not otherwise have been included as a current asset in the calculation of Working Capital into an asset that would be included as a current asset in the calculation of Working Capital if such converted asset continued to be held by the Company or one of its Subsidiaries at the Closing, including (i) taking any interests therein; action or omitting to take any action outside the Ordinary Course of Business for the principal purpose of conserving cash and cash equivalents or (ii) createselling, incur exchanging, leasing, licensing or suffer to exist otherwise disposing of any Lien material assets of the Company or any of its Subsidiaries (other than Permitted Encumbrancesthe Retained Properties) outside the Ordinary Course of Business; (j) other than in Ordinary Course of Business and other than with respect to the Retained Properties, (i) transfer, sell, lease, sublease, or other liability on otherwise grant any right to use or occupy and of the Owned Real Property, (ii) acquire, lease, sublease or otherwise enter into any agreement to use or occupy any real property or (iii) amend or modify in any material respect, terminate, extend or renew any Real Property Lease; (k) file any material amendment to a non-income Tax Return, enter into any material closing agreement with respect to non-income Taxes, settle or compromise any material claim or assessment in respect of Taxes, or consent in writing to any extension or waiver of the statutory period of limitation applicable to any material claim or assessment in respect of non-income Taxes; (l) (i) grant any new incentive compensation award or materially increase the compensation, bonus or benefits payable or to become payable to any Business Employee; or (ii) enter into any new or materially amend or terminate any Benefit Plans, except in each case in the Ordinary Course of Business, or as may be required by an existing employment Contract; (m) enter into any new or amend any existing employment, severance, change in control, retention, termination, or similar agreement with any current or former directors, officers, employees or consultants of the Company or any Subsidiary; (n) enter into any agreement, arrangement or commitment that limits or otherwise restricts the Company, any of its assets Subsidiaries or any interests therein of their respective post-Closing Affiliates from engaging or competing in any line of business; (o) transfer, pledge, license, abandon or fail to maintain or renew any Owned Intellectual Property, except any transfers between the Company and a Subsidiary or between Subsidiaries, and any non-exclusive licenses to end users in the Ordinary Course of Business; (p) other than in the Ordinary Course of Business, and provided that all such Liens permit the Company or any of its Subsidiaries to enter into, materially amend or terminate any Material Contract; (other than Permitted Encumbrancesq) are removed on or before the Closing); (iii) seek to modify or allow modification of change any of the parameters under Company’s or its Subsidiaries methods of accounting or methods of reporting income or deductions for accounting practice or policy, except in each case as required by applicable Law or GAAP or to correspond with any Licenseof the foregoing occurring at the Company’s ultimate parent company; or (r) enter into any agreement or (iv) incur any Selling Expenses that are not paid on or prior otherwise make a commitment to do anything prohibited by this Section 6.1. For the Closing Date. Nothing avoidance of doubt, nothing contained in this Section 5.1 6.1 shall be deemed to prohibit the Company from paying Selling Expenses or paying compensation, any dividends or other distributions of cash (or any cash sweeps or similar treasury functions to transfer cash) from the Company’s Subsidiaries to the Stockholders prior to the Closing. In the event that (A) on the Closing Date, Company or from the Company has any unexpended funds in its bank account listed on Schedule 4.2(i) (net of the amount required to pay any uncollected checks issued by the Company on or prior to the Closing Date) or (B) after the Closing Date, the Company receives any Tax refunds or credits (including overpayments of estimated Taxes) attributable to any Pre-Closing Tax Period, the aggregate amount of such cash, refunds and credits shall, at the option of the Stockholders, be used to (1) increase the amount of the Indemnity Deductible, or (2) offset any liability of the Stockholders for indemnification pursuant to Section 5.6 aboveSeller.