Common use of Conduct of the Company Clause in Contracts

Conduct of the Company. From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except (a) as required by Applicable Law, (b) as set forth in Section 6.1 of the Company Disclosure Schedule, (c) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(v), the Company shall, and shall cause each Company Subsidiary to (1) conduct its business in the ordinary course of business consistent with past practice in all material respects and in compliance in all material respects with all Applicable Laws and (2) use its commercially reasonable efforts to (i) preserve intact its business organization and relationships with customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing having material business relationships with the Company and the Company Subsidiaries; (ii) keep available the services of the directors, officers and employees of the Company and its Subsidiaries, and (iii) maintain in effect all material Company Permits. Without limiting the generality of the foregoing, except (A) as required by Applicable Law, (B) as set forth in Section 6.1 of the Company Disclosure Schedule, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, the Company shall not, and shall cause each of the Company Subsidiaries not to:

Conduct of the Company. From Except (t) with the date prior written consent of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except (a) as required by Applicable Law, (b) as set forth in Section 6.1 of the Company Disclosure Schedule, (c) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response delayed), (with email being sufficientu) within three as expressly permitted, required or contemplated by this Agreement, (3v) Business Days after a written request by the Company for such consent, and subject to its covenants as set forth in Sections 6.1(a) through 6.1(v), the Company shall, and shall cause each Company Subsidiary to (1) conduct its business in the ordinary course of business consistent with past practice in all material respects and in compliance in all material respects with all Applicable Laws and (2) use its commercially reasonable efforts to (i) preserve intact its business organization and relationships with customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing having material business relationships with the Company and the Company Subsidiaries; (ii) keep available the services of the directors, officers and employees Section 6.01 of the Company and its SubsidiariesDisclosure Schedule, and (iii) maintain in effect all material Company Permits. Without limiting the generality of the foregoing, except (Aw) as required by Applicable Law, (Bx) pursuant to the terms of any Company Plan in effect as of the date hereof, (y) in connection with any reasonable action taken, or omitted to be taken, pursuant to any COVID-19 Measures or which is otherwise taken, or omitted to be taken, in reasonable response to COVID-19 in good faith, from the date hereof until the Effective Time (provided that the Company shall consult if legally permissible with Parent in good faith prior to taking such actions to the extent reasonably practicable under the circumstances), or (z) as set forth in Section 6.1 of expressly required or contemplated by any Contract between the Company Disclosure Scheduleor any of its Subsidiaries, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, on the Company’s 2024 Business Planone hand, and (D) as otherwise required ONE or expressly permitted by this Agreementany of its Affiliates, without Parent’s prior written consent (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by on the Company for such consentother hand, the Company shall not(a) shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (1)(A) operate the Company Vessels, or cause the Company Vessels to be operated, (i) in a customary manner consistent with past practice, (ii) in accordance with the requirements of the class and flag state of each of the Company Vessels and the applicable manager’s safety management systems and (iii) in compliance with the requirements of port states with which each Company Vessel trades and (B) in the ordinary course of business maintain the Company Vessels, or cause the Company Vessels to be maintained, in good working condition and (2) use commercially reasonable efforts to preserve substantially intact its business, organization, assets and properties, and (3) use commercially reasonable efforts to preserve in all material respects its relationships with any customers, suppliers and any other Persons with which it has material business relations; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 6.01(b) shall be deemed a breach of this sentence unless such action constitutes a breach of such provision of Section 6.01(b), and (b) shall not, and shall not permit any of its Subsidiaries to:

Conduct of the Company. From the date of this Agreement until the Closing or the earlier of the Effective Time and the valid termination of this AgreementAgreement in accordance with Article 8 (the “Pre-Closing Period”), except as (a) as expressly required or expressly contemplated by Applicable Lawthis Agreement, (b) as set forth in on Section 6.1 5.01 of the Company Disclosure ScheduleLetter, (c) as otherwise required by applicable Law or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent consented to in writing by Buyer, in advance (with email being sufficient) (which such consent shall not to be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(vdelayed), the Company shallwill, and shall will cause each Company Subsidiary to of its Subsidiaries to, (1i) conduct its business in the ordinary course of business consistent with past practice in all material respects and in compliance in all material respects with all Applicable Laws and (2ii) use its commercially reasonable efforts to (iA) preserve intact its business organization and relationships with customersorganization, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing having material business relationships with the Company and the Company Subsidiaries; (iiB) keep available the services of the directors, its present officers and employees of the Company employees, (C) preserve its material relationships with manufacturers, suppliers, vendors, distributors, Governmental Authorities, customers, licensors, licensees and its Subsidiaries, others with which it has material business relationships and (iiiD) maintain in effect protect all material Company PermitsIntellectual Property Rights; provided, however, that no action expressly permitted to be taken by the Company or any of its Subsidiaries in clauses (a) through (u) of this Section 5.01 shall be deemed a breach of the preceding sentence unless such action would constitute a breach of such specific provision. Without In addition to and without limiting the generality of the foregoing, during the Pre-Closing Period, except as (Av) as required by Applicable Lawin connection with the Internal Reorganization, (Bw) as set forth in Section 6.1 of the Company Disclosure Schedule, (C) as otherwise expressly required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written (x) set forth on Section 5.01 of the Company Letter, (y) required by applicable Law or (z) consented to in advance by Buyer in writing (such consent (with email being sufficient) (which consent shall not to be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consentdelayed), the Company shall not, and shall cause each of the Company its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement until the Closing or the earlier of the Effective Time and the valid termination of this AgreementAgreement in accordance with Article 8 (the “Pre-Closing Period”), except as (ai) as required by Applicable Law, (b) as set forth in Section 6.1 of the Company Disclosure Schedule, (c) as otherwise expressly required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent (ii) set forth on Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) consented to in writing by Buyer, in advance (with email being sufficient) (which such consent shall not to be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(vdelayed), the Company shall, and shall cause each Company Subsidiary to of its Subsidiaries to, (1A) conduct its business in all material respects in the ordinary course of business consistent with past practice in all material respects and in compliance in all material respects with all Applicable Laws and (2B) use its commercially reasonable efforts to (i) preserve intact its business organization and relationships with customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing having material business relationships with the Company manufacturers, suppliers, vendors, distributors, Governmental Authorities, customers, licensors, licensees and the Company Subsidiaries; (ii) other Third Parties with which it has material business relationships and keep available the services of the directors, its present officers and employees of employees; provided, that no action expressly permitted to be taken by the Company or any of its Subsidiaries in clauses (a) through (s) of this Section 5.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision; provided further, that neither the Company nor any of its Affiliates shall be required to pay any compensation beyond compensation paid in the ordinary course of business to retain such officers and its Subsidiaries, employees. In addition to and (iii) maintain in effect all material Company Permits. Without without limiting the generality of the foregoing, during the Pre-Closing Period, except as (Aw) as required by Applicable Law, (B) as set forth in Section 6.1 of the Company Disclosure Schedule, (C) as otherwise expressly required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written (x) set forth on Section 5.01 of the Company Letter, (y) required by applicable Law or (z) consented to in advance by Parent in writing (such consent (with email being sufficient) (which consent shall not to be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consentdelayed), the Company shall not, and shall cause each of the Company its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement hereof until the earlier of the Effective Time and the termination of Time, except as expressly contemplated by this Agreement, except (a) as required by Applicable Law, (b) as set forth in Section 6.1 6.01 of the Company Disclosure Schedule, (c) as otherwise required consented to in writing by Parent, as contemplated by or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by reasonably necessary to implement the Company Board and previously made available Operating Plan (or, with respect to Parent (any initiative therein, reallocations among line items within such initiative that are not in the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent aggregate more burdensome to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(aany material respect) through 6.1(v)or as required by Applicable Law, the Company shall, and shall cause each Company Subsidiary to (1) of its Subsidiaries to, conduct its business in all material respects in the ordinary course of business consistent with past practice in all material respects and in compliance in all material respects with all Applicable Laws and (2) use its commercially reasonable efforts to (i) preserve intact its business organization organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material customers, supplierslenders, licensors, licensees, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing having material business relationships with the Company and the Company Subsidiaries; (ii) keep available the services of the directors, officers and employees of the Company and its Subsidiaries, and (iii) maintain in effect all material Company Permitsoperations. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent (Asolely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, (B) as set forth in Section 6.1 of the Company Disclosure Schedule, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, the Company shall not, and nor shall cause each it permit any of the Company its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement until the Closing or the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), except as (i) expressly required or expressly contemplated by this Agreement, except (aii) as required by Applicable Law, (b) as set forth in Section 6.1 5.01 of the Company Disclosure ScheduleLetter, (ciii) as otherwise required by applicable Law or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available (iv) consented to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in advance in writing by Parent or Buyer (with email being sufficient) (which such consent shall not to be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(vdelayed), the Company shall, and shall cause each Company Subsidiary to of its Subsidiaries to, (1A) conduct its business in all material respects in the ordinary course of business consistent with past practice practice, (B) use its reasonable best efforts to preserve intact in all material respects and in compliance in all material respects with all Applicable Laws and (2) use its commercially reasonable efforts to (i) preserve intact its business organization and relationships with customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing having material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and the Company Subsidiaries; (ii) keep available the services of the directors, its present officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Letter; provided, that none of the Company or any of its Subsidiaries shall be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationships. In addition to and its Subsidiaries, and (iii) maintain in effect all material Company Permits. Without without limiting the generality of the foregoing, during the Pre-Closing Period, except as (Aw) as expressly required or expressly contemplated by Applicable Lawthis Agreement, (Bx) as set forth in Section 6.1 5.01 of the Company Disclosure ScheduleLetter, (Cy) as otherwise required by applicable Law or expressly permitted by, (z) consented to in advance in writing by Parent or otherwise contemplated in, the Company’s 2024 Business Plan, and Buyer (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written such consent (with email being sufficient) (which consent shall not to be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consentdelayed), the Company shall not, and shall cause each of the Company its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement hereof until the earlier of the Effective Time and the termination of Time, except as expressly contemplated by this Agreement, except (a) as required by Applicable Law, (b) as set forth in Section 6.1 6.01 of the Company Disclosure Schedule, (c) as otherwise required consented to in writing by Parent, as contemplated by or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by reasonably necessary to implement the Company Board and previously made available 50 Operating Plan (or, with respect to Parent (any initiative therein, reallocations among line items within such initiative that are not in the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent aggregate more burdensome to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(aany material respect) through 6.1(v)or as required by Applicable Law, the Company shall, and shall cause each Company Subsidiary to (1) of its Subsidiaries to, conduct its business in all material respects in the ordinary course of business consistent with past practice in all material respects and in compliance in all material respects with all Applicable Laws and (2) use its commercially reasonable efforts to (i) preserve intact its business organization organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material customers, supplierslenders, licensors, licensees, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing having material business relationships with the Company and the Company Subsidiaries; (ii) keep available the services of the directors, officers and employees of the Company and its Subsidiaries, and (iii) maintain in effect all material Company Permitsoperations. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent (Asolely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, (B) as set forth in Section 6.1 of the Company Disclosure Schedule, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, the Company shall not, and nor shall cause each it permit any of the Company its Subsidiaries not to:

Conduct of the Company. From The Company covenants and agrees that, between the date of this Agreement until and the earlier Effective Time, unless the Buyer shall have consented in writing (such consent not to be unreasonably withheld) or this Agreement expressly contemplates or permits, the businesses of the Effective Time Company and the termination Company Subsidiaries shall, in all material respects, be conducted, and the Company and the Company Subsidiaries shall not take any material action except, in the ordinary course of this Agreementbusiness, and the Company shall use commercially reasonable efforts to preserve substantially intact its business organization, to keep available the services of its and the Company Subsidiaries’ current officers, employees and consultants and to preserve its and the Company Subsidiaries’ relationships with customers, suppliers, distributors, creditors, lessors, licensors, licensees, agents, employees, business associates and other persons with which it or any of its subsidiaries has significant business relations. The Company and the Company Subsidiaries shall use commercially reasonable efforts to maintain and keep their properties and assets in such condition as is required for use in the business and maintain in effect all material governmental permits pursuant to which the Company or any of the Company Subsidiaries currently operates. By way of amplification and not limitation, except (ai) as required contemplated or permitted by Applicable Law, this Agreement or (bii) as set forth in Section 6.1 SECTION 6.01 of the Company Disclosure Schedule, (c) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by neither the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(v), the Company shall, and shall cause each Company Subsidiary to (1) conduct its business in the ordinary course of business consistent with past practice in all material respects and in compliance in all material respects with all Applicable Laws and (2) use its commercially reasonable efforts to (i) preserve intact its business organization and relationships with customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing having material business relationships with the Company and the Company Subsidiaries; (ii) keep available the services of the directors, officers and employees of the Company and its Subsidiaries, and (iii) maintain in effect all material Company Permits. Without limiting the generality of the foregoing, except (A) as required by Applicable Law, (B) as set forth in Section 6.1 of the Company Disclosure Schedule, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, the Company shall not, and shall cause each nor any of the Company Subsidiaries shall, between the date of this Agreement and the Effective Time, directly or indirectly do, or propose or agree to do, any of the following without the prior written consent of the Buyer (such consent not to:to be unreasonably withheld):

Conduct of the Company. From the date of this Agreement until the earlier of the Effective Time and or the termination of this AgreementAgreement in accordance with ARTICLE X, except (a) as required by Applicable Law, (b) as set forth in Section 6.1 7.01 of the Company Disclosure Schedule, (c) as otherwise expressly required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless as required by Applicable Law or otherwise with the prior written consent of Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(vdelayed), the Company shall, and shall cause each of its Subsidiaries to, conduct the business of the Company Subsidiary to (1) conduct and its business Subsidiaries, taken as a whole, in the ordinary course of business consistent with past practice in all material respects and in compliance in all material respects with all Applicable Laws and (2) and, to the extent consistent therewith, use its commercially (and cause each of its Subsidiaries to use its) reasonable best efforts to (i) preserve intact its the present business organization and relationships with customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing having material business relationships with the Company and the Company Subsidiaries; (ii) keep available the services of the directors, officers and employees of the Company and its Subsidiaries, and (iiiii) maintain in effect all material Permits of each of the Company Permitsand its Subsidiaries, (iii) keep available the services of present officers and key employees of each of the Company and its Subsidiaries and (iv) preserve intact the material relationships of each of the Company and its Subsidiaries with customers, suppliers, distributors and employees. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with ARTICLE X, except (A) as required by Applicable Law, (B) as set forth in Section 6.1 7.01 of the Company Disclosure Schedule, (C) as otherwise expressly required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s as required by Applicable Law or otherwise with the prior written consent (with email being sufficient) of Parent (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consentdelayed), the Company shall not, and shall cause each of the Company its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement hereof until the earlier of the Effective Time and the termination of Time, except as expressly contemplated or permitted by this Agreement, except (a) as required by Applicable Law, (b) as set forth in Section 6.1 6.01 of the Company Disclosure Schedule, (c) Letter or as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved consented to in writing by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise such consent in writing (with email being sufficient) (which consent shall not to be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficientdelayed) within three (3) Business Days after a written request or except as required by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(v)Applicable Law, the Company shall, and shall cause each Company Subsidiary of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice and use its commercially reasonable efforts to (1i) preserve intact its present business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its directors, officers and key employees, (iv) maintain all material Leases and all material personal property used by the Company and its Subsidiaries and necessary to conduct its business in the ordinary course of business consistent with past practice in all material respects and in compliance in all material respects (but with all Applicable Laws no obligation to renew or extend any Lease or to otherwise exercise any rights or options it may have under any Lease, including but not limited to rights to purchase or increase or decrease its current properties) and (2v) use maintain its commercially reasonable efforts to (i) preserve intact its business organization and existing relationships with its material customers, supplierslenders, licensors, licensees, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations oil and other Third Parties, in the case of each of the foregoing having material business relationships with the Company and the Company Subsidiaries; (ii) keep available the services of the directors, officers and employees of the Company and its Subsidiaries, and (iii) maintain in effect all material Company Permitsgas-related matters. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement, except as set forth in Section 6.01 of the Company Disclosure Letter or as consented to in writing by Parent (A) such consent not to be unreasonably withheld, conditioned or delayed), or except as required by Applicable Law, (B) as set forth in Section 6.1 of the Company Disclosure Schedule, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, the Company shall not, and nor shall cause each it permit any of the Company its Subsidiaries not to:

Conduct of the Company. From During the period from the date of this Agreement hereof until the earlier of the Effective Time and the termination of this AgreementTime, except (ai) as required by Applicable Law, (b) as set forth with the prior written consent of Parent in Section 6.1 of the Company Disclosure Schedule, (c) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email being sufficient) each instance (which consent shall not be unreasonably withheld, conditioned delayed or delayed and such conditioned); provided, that Parent’s consent to will be deemed given obtained if Parent provides no written response has not expressly denied its consent with respect to a given action within five (with email being sufficient) within three (35) Business Days after a written following the Company’s request by the Company for such Parent’s consent, and subject to its covenants (ii) as required by Applicable Law, (iii) as otherwise expressly contemplated or permitted by this Agreement or (iv) as set forth in Sections 6.1(aSection 6.01 of the Company Disclosure Schedule, (A) through 6.1(v), the Company shall, and shall cause each Company Subsidiary of its Subsidiaries to, use commercially reasonable efforts to (1) conduct its business in the ordinary course of business consistent with past practice in all material respects and in compliance respects, (2) preserve substantially intact its present business organization, (3) comply in all material respects with all Applicable Laws and its Contracts, and maintain in effect all necessary material Permits, (2) use its commercially reasonable efforts to (i) preserve intact its business organization and relationships with customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing having material business relationships with the Company and the Company Subsidiaries; (ii4) keep available the services of the its directors, officers and key employees on commercially reasonable terms (other than for terminations of employment services for cause) and (5) preserve satisfactory business relationships with its material customers, lenders, suppliers, lessors, lessees, working interest owners and others having material business relationships with it; provided that no COVID-19 Response shall be deemed to be a breach of this Section 6.01(A) provided that, to the extent reasonably practicable, prior to taking any COVID-19 Response, the Company shall provide advance notice to and its Subsidiariesconsult with Parent in good faith with respect thereto, and (iii) maintain in effect all material Company Permits. Without limiting the generality of the foregoing, except (A) as required by Applicable Law, (B) as set forth in Section 6.1 of the Company Disclosure Schedule, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, the Company shall not, and nor shall cause each it permit any of the Company its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement until the earlier of the Effective Time and the termination of this AgreementAgreement and the Effective Time, except (ax) as prohibited or required by Applicable Law, (by) as set forth in Section 6.1 6.01 of the Company Disclosure Schedule, Schedule or (cz) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(vdelayed), the Company shall, and shall cause each Company Subsidiary to (1) of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice in all material respects and in compliance in all material respects with all Applicable Laws and (2) all Company Permits and use its commercially reasonable efforts to (i) preserve intact its business organization and relationships with customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations distributors and other Third Parties, in the case of each of the foregoing having material business relationships with the Company Parties and the Company Subsidiaries; (ii) keep available the services of the directors, its present officers and employees of employees; provided, however, that no action or failure to take action by the Company and or any of its SubsidiariesSubsidiaries with respect to matters specifically addressed by any provision of Section 6.01(a) through (p) shall constitute a breach under this paragraph unless such action or failure to take action would constitute a breach of such provision of Section 6.01(a) through (p), and (iii) maintain in effect all material Company Permitsas applicable. Without limiting the generality of the foregoing, except (A) as required foregoing and to the fullest extent permitted by Applicable Law, (B) from the date of this Agreement until the earlier of termination of this Agreement and the Effective Time, except as set forth in Section 6.1 6.01 of the Company Disclosure Schedule, (C) as otherwise required Schedule or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without with Parent’s prior written consent (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent (other than with respect to be deemed given if Parent provides no written response (with email being sufficientSection 6.01(a), Section 6.01(c) within three (3) Business Days after a written request by the Company for such consentor Section 6.01(d))), the Company shall not, and shall cause each not permit any of the Company its Subsidiaries not to:

Conduct of the Company. From Except (i) with the date prior written consent of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except (a) as required by Applicable Law, (b) as set forth in Section 6.1 of the Company Disclosure Schedule, (c) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response delayed), (with email being sufficientii) within three as expressly permitted or required by this Agreement, (3iii) Business Days after a written request by the Company for such consent, and subject to its covenants as set forth in Sections 6.1(aSection 6.01 of the Company Disclosure Schedule or (iv) through 6.1(v)as required by Applicable Law from the date hereof until the Effective Time or the termination of this Agreement in accordance with its terms, the Company shall, and shall cause each Company Subsidiary to (1) of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice in all material respects practice, and, to the extent consistent therewith and in compliance in all material respects with all Applicable Laws and (2) permitted hereby, use its commercially reasonable efforts to (ia) maintain its properties and assets in good operating condition and repair, subject to normal wear and tear and natural obsolescence, (b) preserve intact its current business organization and relationships with customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations suppliers and other Third Parties, in Persons with whom the case of each of the foregoing having Company or its Subsidiaries have material business relationships with the Company and the Company Subsidiaries; relationships, (iic) keep available the services of the directors, its present officers and employees of the Company and its Subsidiarieskey employees, and (iiid) maintain an average of month-end Cash and Cash Equivalents for the three month period prior to the Closing Date in effect all material Company Permitsexcess of US$424,000,000. Without limiting the generality of the foregoing, except (Ai) as required by Applicable Law, (B) as set forth in Section 6.1 of with the Company Disclosure Schedule, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) of Parent (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response delayed), (with email being sufficientii) within three as expressly permitted or required by this Agreement, (3iii) Business Days after a written request by as set forth in Section 6.01 of the Company for such consentDisclosure Schedule or (iv) as required by Applicable Law, from the date hereof until the Effective Time or the termination of this Agreement in accordance with its terms, the Company shall not, and nor shall cause each it permit any of the Company its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement hereof until the earlier of the Effective Time and the termination of Time, except as expressly contemplated by this Agreement, except (a) as required by Applicable Law, (b) as set forth in Section 6.1 6.01 of the Company Disclosure Schedule, (c) as otherwise required consented to in writing by Xxxxxx, as contemplated by or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by reasonably necessary to implement the Company Board and previously made available 50 Operating Plan (or, with respect to Parent (any initiative therein, reallocations among line items within such initiative that are not in the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent aggregate more burdensome to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(aany material respect) through 6.1(v)or as required by Applicable Law, the Company shall, and shall cause each Company Subsidiary to (1) of its Subsidiaries to, conduct its business in all material respects in the ordinary course of business consistent with past practice in all material respects and in compliance in all material respects with all Applicable Laws and (2) use its commercially reasonable efforts to (i) preserve intact its business organization organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material customers, supplierslenders, licensors, licensees, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing having material business relationships with the Company and the Company Subsidiaries; (ii) keep available the services of the directors, officers and employees of the Company and its Subsidiaries, and (iii) maintain in effect all material Company Permitsoperations. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Xxxxxx (Asolely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, (B) as set forth in Section 6.1 of the Company Disclosure Schedule, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, the Company shall not, and nor shall cause each it permit any of the Company its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement until the Closing or the earlier of the Effective Time and the valid termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), except as (i) expressly required or expressly contemplated by this Agreement, except (aii) as required by Applicable Law, (b) as set forth in Section 6.1 5.01 of the Company Disclosure ScheduleLetter, (ciii) as otherwise required by applicable Law or expressly permitted by, (iv) requested or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available consented to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing by Parent in advance (with email being sufficient) (which such consent shall not to be unreasonably withheld, conditioned or delayed delayed), the Company will, and will cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice (or the Business Collaboration) and (B) use its commercially reasonable efforts to preserve intact its business organization; provided, however, that no action expressly permitted to be taken by the Company or any of its Subsidiaries in clauses (a) through (z) of this Section 5.01 shall be deemed a breach of the preceding sentence unless such action would constitute a breach of such specific provision. In addition to and without limiting the generality of the foregoing, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 of the Company Letter, (y) required by applicable Law or (z) requested or consented to in advance by Parent in writing (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that Parent shall be deemed given to have consented if Parent provides no written response (with email being sufficient) does not object in writing within three (3) Business Days after a written request for consent regarding any of matters described in clause (e)(i), (f), (h), (n) (but only with respect to items (i), (iv) and (vii)), (p), (q) or (w) is delivered to Purchaser by the Company Company) which request for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(v), the Company consent shall, and shall cause each Company Subsidiary notwithstanding Section 9.01, be delivered via email to (1) conduct its business in the ordinary course of business consistent with past practice in all material respects and in compliance in all material respects with all Applicable Laws and (2) use its commercially reasonable efforts to (i) preserve intact its business organization and relationships with customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing having material business relationships with the Company and the Company Subsidiaries; (ii) keep available the services persons listed on Schedule 5.01, any of the directors, officers and employees of the Company and its Subsidiaries, and (iii) maintain in effect all material Company Permits. Without limiting the generality of the foregoing, except (A) as required by Applicable Law, (B) as set forth in Section 6.1 of the Company Disclosure Schedule, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) (which consent whom shall not be unreasonably withheld, conditioned or delayed and authorized to provide such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consentin writing, the Company shall not, and shall cause each of the Company its Subsidiaries not to:

Conduct of the Company. (a) From the date of this Agreement until the earlier of the Effective Time and the termination of Time, except as expressly required or expressly permitted pursuant to this Agreement, except (a) as required by Applicable Law, (b) as set forth in Section 6.1 6.01 of the Company Disclosure ScheduleLetter, (c) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved consented to in writing by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise such consent in writing (with email being sufficient) (which consent shall not to be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request delayed), or as required by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(v)applicable Law or Order, the Company shall, and shall cause each Company Subsidiary of its Subsidiaries to, use reasonable best efforts (i) to (1) conduct its business in the ordinary course of business consistent with past practice in all material respects and in compliance in all material respects practice, (ii) to the extent consistent with all Applicable Laws and (2) use its commercially reasonable efforts the foregoing, to (i) preserve intact its business operations, organization and ongoing businesses and relationships with customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing having material business relationships with the Company and the Company Subsidiaries; (ii) keep available the services of the directors, officers and employees of the Company and its Subsidiaries, and (iii) maintain to obtain the renewal and prevent the termination or non-renewal of any Advisory Contract, if applicable (except for an automatic termination of an Advisory Contract with a Public Fund that occurs under the Investment Company Act as a result of the Closing, if applicable) and (iv) not to take any action, or fail to take any action, that would reasonably be expected to cause any Managed REIT to fail to qualify as a REIT; provided, that (A) no action by the Company or its Subsidiaries with respect to matters expressly permitted in effect all material Company Permitsthe subclauses of the next sentence shall be deemed a breach of this sentence unless such action would constitute a breach of such subclauses and (B) the failure to obtain the renewal of an Advisory Contract shall not in and of itself be deemed to be a violation of this Section 6.01. Without limiting the generality of the foregoing, from the date of this Agreement until the Effective Time, except (A) as expressly required by Applicable Lawor expressly permitted pursuant to this Agreement, (B) as set forth in Section 6.1 6.01 of the Company Disclosure ScheduleLetter, as consented to in writing by Parent (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written such consent (with email being sufficient) (which consent shall not to be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficientdelayed) within three (3) Business Days after a written request or as required by the Company for such consentapplicable Law or Order, the Company shall not, and nor shall cause each it permit any of the Company its Subsidiaries not to:

Conduct of the Company. From During the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except (a) as required by Applicable Law, (b) as set forth in Section 6.1 of the Company Disclosure Schedule, (c) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consentPre-Closing Period, and subject to its covenants set forth the exceptions in Sections 6.1(aclauses (w) through 6.1(v)and including (z) in the third sentence of this Section 7.01, the Company shall, and shall cause each of its Subsidiaries to, conduct the business of the Company Subsidiary to (1) conduct and its business Subsidiaries in the ordinary course of business consistent with past practice in all material respects respects. Without limiting the generality of the foregoing, the Company shall, and in compliance in all material respects with all Applicable Laws and (2) shall cause each of its Subsidiaries to, use its commercially reasonable efforts to (i) preserve intact its in all material respects the present business organization and relationships with customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case assets of each of the foregoing having material business relationships with the Company and its Subsidiaries, (ii) maintain in effect the Permits of the Company and its Subsidiaries; , (iiiii) keep available the services of the directors, officers officers, key employees and employees key consultants of the Company and its Subsidiaries, Subsidiaries and (iiiiv) maintain in effect all material respects satisfactory relationships with the customers, lenders, suppliers, vendors and others having significant business relationships with the Company Permitsand its Subsidiaries and with Governmental Authorities. Without limiting the generality of the foregoing, except from the date hereof until the Closing, except, subject to Section 12.06, (Aw) as expressly contemplated or required by this Agreement or as required by Applicable Law, (Bx) as set forth in the Table of Contents corresponding subsection of Section 6.1 7.01 of the Company Disclosure Schedule, (Cy) as otherwise required with respect to actions taken or expressly permitted omitted by, or otherwise contemplated inat the specific direction of, any Designated Individual or (z) with the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent of Parent (with email being sufficient) (which such consent shall not to be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consentdelayed), the Company shall not, and shall cause each of the Company its Subsidiaries not to:

Conduct of the Company. From Except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned; provided that such consent will be deemed to have been given by Parent if (A) Parent’s response to the Company’s written request for such consent is not provided within three calendar days of the Company’s written request (it being acknowledged and agreed that, for purposes of this Section 6.01, an email sent to each of the Persons set forth on Section 6.01 of the Parent Disclosure Letter or their designees shall be considered a written request) and (B) the Company provides information reasonably requested by Parent with respect to matter for which consent is requested), (ii) as expressly contemplated by this Agreement, (iii) as set forth in Section 6.01 of the Company Disclosure Letter, or (iv) as required by Applicable Law, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except (a) as required by Applicable Law, (b) as set forth in Section 6.1 of the Company Disclosure Schedule, (c) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(v)Time, the Company shall, and shall cause each Company Subsidiary to of its Subsidiaries to, (1x) conduct its business in the ordinary course of business consistent with past practice practice, (y) conduct its business in all material respects and in compliance in all material respects with all Applicable Laws and (2z) to the extent consistent with clauses (x) and (y) of this sentence, use its commercially reasonable efforts to (i) preserve intact its current business organization organizations and to preserve its relationships with Third Parties (including customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations lenders and other Third Parties, in the case of each of the foregoing others having material business relationships dealings with the Company and or any of its Subsidiaries) (provided, that neither the Company Subsidiaries; (iinor any of its Subsidiaries shall be obligated to make any payments or grant any concessions to such Third Parties other than payments in the ordinary course consistent with past practice) and keep available the services of the its directors, officers and key employees of (provided that neither the Company nor any of its Subsidiaries shall be obligated to increase the compensation of, or make any other payments or grant any concessions to, such directors, officers and its Subsidiaries, and (iii) maintain in effect all material Company Permitsemployees). Without limiting the generality of the foregoing, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned, except in the case of Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g), 6.01(i), 6.01(k), 6.01(m), 6.01(p), 6.01(r) or 6.01(t), and provided that such consent will be deemed to have been given by Parent if (A) Parent’s response to the Company’s written request for such consent is not provided within three calendar days of the Company’s written request (it being acknowledged and agreed that, for purposes of this Section 6.01, an email sent to each of the Persons set forth on Section 6.01 of the Parent Disclosure Letter or their designees shall be considered a written request) and (B) the Company provides information reasonably requested by Parent with respect to matter for which consent is requested), (ii) as expressly contemplated by this Agreement, (iii) as set forth in Section 6.01 of the Company Disclosure Letter, or (iv) as required by Applicable Law, (B) as set forth in Section 6.1 of the Company Disclosure Schedule, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, the Company shall not, and nor shall cause each it permit any of the Company its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement until the earlier of the First Merger Effective Time and or the termination of this Agreement, except (ax) as prohibited or required by Applicable Law, (by) as set forth in Section 6.1 6.01 of the Company Disclosure Schedule, or (cz) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(vdelayed), the Company shall, and shall cause each Company Subsidiary to (1) of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice in all material respects and in compliance in all material respects with all Applicable Laws and (2) use its commercially reasonable efforts to (i) preserve intact its business organization and relationships with customers, members, suppliers, Providers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations licensees and other Third Parties, in the case of each of the foregoing having material business relationships with the Company Parties and the Company Subsidiaries; (ii) keep available the services of the directors, its present officers and employees of employees; provided that no action or failure to take action by the Company and or any of its SubsidiariesSubsidiaries with respect to matters specifically addressed by any provision of Section 6.01(a) through (s) shall constitute a breach under this sentence unless such action or failure to take action would constitute a breach of such provision of Section 6.01(a) through (s), and (iii) maintain in effect all material Company Permitsas applicable. Without limiting the generality of the foregoing, except (Ax) as prohibited or required by Applicable Law, (By) as set forth in Section 6.1 6.01 of the Company Disclosure Schedule, or (Cz) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent (other than with respect to be deemed given if Parent provides no written response (with email being sufficientSection 6.01(a), Section 6.01(c) within three (3) Business Days after a written request by the Company for such consentor Section 6.01(d)), the Company shall not, and shall cause each of the Company its Subsidiaries not to:

Conduct of the Company. From The Company agrees that between the date of this Agreement until the earlier of and the Effective Time and or the termination of date, if any, on which this AgreementAgreement is terminated pursuant to Section 8.01, except (a) as required by Applicable Lawset forth in Schedule 6.01, (b) as set forth in expressly required pursuant to or expressly permitted by this Agreement (including Section 6.1 of the Company Disclosure Schedule6.02 and Section 6.03), (c) as otherwise required by Applicable Law or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent consented to in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request in advance by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(v)Parent, the Company shall, and shall cause each Company Subsidiary to (1i) conduct its business businesses in all material respects in the ordinary course of business consistent with past practice practice, (ii) use commercially reasonable efforts to preserve materially intact its current business organization and to preserve in all material respects the relationships of the Company and in compliance in all material respects its Subsidiaries with all Applicable Laws Company Franchisees and (2) use its commercially reasonable efforts to (i) preserve intact its business organization and relationships with customersthe franchise system as a whole, employees, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations distributors, wholesalers, lessors and other Third Parties, in the case of each of the foregoing others having material business relationships dealings with the Company or any of its Subsidiaries, (iii) use commercially reasonable efforts to keep and maintain the Company Subsidiaries; (ii) keep available the services of the directors, officers assets and employees properties of the Company and its SubsidiariesSubsidiaries in accordance with past practice, normal wear and tear excepted, and (iiiiv) maintain comply in effect all material Company Permitsrespects with Applicable Law. Without limiting the generality of the foregoing, except (Aa) as set forth in Schedule 6.01, (b) as expressly required pursuant to or expressly permitted by this Agreement (including Section 6.02 and Section 6.03), (c) as required by Applicable Law, or (Bd) as set forth consented to in Section 6.1 of the Company Disclosure Schedule, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted writing in advance by this Agreement, without Parent’s prior written consent (with email being sufficient) Parent (which consent shall not be unreasonably withheld, delayed or conditioned with respect to clauses (e)(C), (k), (l), (m), (q) or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficientr) within three (3) Business Days after a written request by of this Section 6.01), the Company for such consentagrees that between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.01, the Company shall not, and shall cause each not permit any of the Company its Subsidiaries not to:

Conduct of the Company. From The Company agrees that between the date of this Agreement until the earlier of and the Effective Time and or, if earlier, the termination of date, if any, on which this AgreementAgreement is terminated pursuant to Section 8.01, except (a) as required by Applicable Lawset forth in Schedule 6.01, (b) as set forth in required pursuant to or permitted by this Agreement (including Section 6.1 of the Company Disclosure Schedule6.02 and Section 6.03), (c) as otherwise may be required by Applicable Law or expressly permitted byany Governmental Authority, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent consented to in writing (with email being sufficient) by Parent (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(vdelayed), the Company shall, and shall cause each the Company Subsidiary Subsidiaries to, (i) use commercially reasonable efforts to (1) conduct its business businesses in all material respects in the ordinary course of business consistent with past practice practice, (ii) use commercially reasonable efforts to preserve materially intact its current business organization and to preserve in all material respects the relationships of the Company and in compliance in all material respects the Company Subsidiaries with all Applicable Laws and (2) use its commercially reasonable efforts to (i) preserve intact its business organization and relationships with customersemployees, suppliers, licensors, licensees, Governmental Authorities lessors, customers and others having business dealings with jurisdiction over the Company’s operations and other Third Parties, in the case of each Company or any of the foregoing having material business relationships with Company Subsidiaries, (iii) use commercially reasonable efforts to keep and maintain the assets and properties of the Company and the Company Subsidiaries; (ii) keep available the services of the directorsSubsidiaries in accordance with past practice, officers normal wear and employees of the Company and its Subsidiariestear excepted, and (iiiiv) maintain use commercially reasonable efforts to comply in effect all material Company Permitsrespects with Applicable Law. Without limiting the generality of the foregoing, except (A) as required by Applicable Law, (Bi) as set forth in Section 6.1 of the Company Disclosure ScheduleSchedule 6.01, (Cii) as otherwise required pursuant to or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this AgreementAgreement (including Section 6.02 and Section 6.03), without Parent’s prior written consent (with email being sufficientiii) as may be required by Applicable Law or (iv) as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by delayed), the Company for such consentagrees that between the date of this Agreement and the Effective Time or, if earlier, the date, if any, on which this Agreement is terminated pursuant to Section 8.01, the Company shall not, and shall cause each not permit any of the Company Subsidiaries not to:

Conduct of the Company. From the date of this Agreement hereof until the earlier Effective Time, the Company and its Subsidiaries shall conduct their business in the ordinary course and in substantially the same manner as heretofore conducted and shall use their reasonable best efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers and employees. Without limiting the generality of the Effective Time and the termination of this Agreementforegoing, except other than (a) as required by Applicable Law, (bi) as set forth in Section 6.1 Schedule 5.1 of the Company Disclosure Schedule, (cii) as otherwise required or expressly permitted by, or otherwise specifically contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this AgreementAgreement or (iii) with the written consent of Buyer, unless Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by from the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(v)date of hereof until the Effective Time, the Company shall, and shall cause each Company Subsidiary of its Subsidiaries to: (a) confer on a regular basis with one or more representatives of Reckson and Crescent to report operational matters of materiality and any proposals to engage in material transactions; (1b) conduct promptly notify Reckson and Crescent after becoming aware of any material change in the condition (financial or otherwise), business, properties, assets, liabilities or the normal course of its business or in the ordinary course operation of business consistent its properties, or of any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated); (c) promptly deliver to Reckson and Crescent true and correct copies of any report, statement or schedule filed with past practice in the SEC subsequent to the date of this Agreement; (d) duly and timely file all material respects reports, tax returns and in compliance in all material respects other documents required to be filed with all Applicable Laws federal, state, local and (2) use its commercially reasonable efforts other authorities, subject to (i) preserve intact its business organization extensions permitted by law, provided the Company notifies Reckson and relationships with customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over Crescent that it is availing itself of such extensions and provided such extensions do not adversely affect the Company’s operations and other Third Parties, in 's status as a qualified REIT under the case of each of the foregoing having material business relationships with the Company and the Company SubsidiariesCode; (iie) keep available not make or rescind any express or deemed election relative to Taxes (unless required by law or necessary to preserve the services Company's status as a REIT or the status of the directors, officers and employees any noncorporate Subsidiary of the Company and its Subsidiaries, and (iiias a partnership for federal income Tax purposes or as a Qualified REIT Subsidiary under section 856(i) maintain in effect all material Company Permits. Without limiting the generality of the foregoingCode, except (A) as required by Applicable Law, (B) as set forth in Section 6.1 of the Company Disclosure Schedule, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, the Company shall not, and shall cause each of the Company Subsidiaries not to:case may be);

Conduct of the Company. From The Company covenants and agrees that, between the date of this Agreement and continuing until the earlier to occur of the Effective Time and or the termination election of this Agreementthe Buyer's designees representing a majority of the members of the Board in accordance with Section 1.03, except (a) as required by Applicable Lawunless Buyer shall have consented in writing, (b) as set forth in Section 6.1 the businesses of the Company Disclosure Schedule, (c) as otherwise required or expressly permitted by, or otherwise contemplated and the Company Subsidiaries shall be conducted in, the Company’s business plan for fiscal year 2024 as approved by and the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”)Company Subsidiaries shall not take any action except in the ordinary course of business, consistent with past practice, and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(v), the Company shall, and shall cause each the Company Subsidiary to (1) conduct its business in the ordinary course of business consistent with past practice in all material respects and in compliance in all material respects with all Applicable Laws and (2) Subsidiaries to, use its commercially their respective reasonable best efforts to (i) preserve substantially intact its their respective business organization organizations, to keep available the services of their respective current officers, employees and consultants and to preserve their respective relationships with customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations distributors and other Third Parties, in the case of each persons with which it or any of the foregoing having material Company Subsidiaries has significant business relationships relations as well as with the Company and the Company Subsidiaries; (ii) keep available the services of the directors, officers officials and employees of government agencies and other entities which regulate the Company, the Company Subsidiaries and their business to the end that its Subsidiariesgoodwill and ongoing business shall be unimpaired at the Effective Time; provided, that notwithstanding the foregoing or the following provisions, the Company may take all actions necessary and (iii) maintain desirable to consummate the Transactions and incur and pay the fees and expenses in effect all material Company Permitsconnection therewith disclosed in Section 4.18. Without limiting the generality By way of the foregoingamplification and not limitation, except (Ai) as required expressly contemplated by Applicable Lawthis Agreement, or (Bii) as set forth in on Section 6.1 6.01 of the Company Disclosure Schedule, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by neither the Company for such consent, the Company shall not, and shall cause each nor any of the Company Subsidiaries not toshall, between the date of this Agreement and the Effective Time, directly or indirectly do, or propose or agree to do, any of the following without the prior written consent of Buyer:

Conduct of the Company. From the date of this Agreement hereof until the earlier of the Effective Time and the termination of this Agreement, except (a) as required by Applicable Law, (b) as set forth in Section 6.1 of the Company Disclosure Schedule, (c) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available Agreement pursuant to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(v)Article 10, the Company shall, and shall cause each Company Subsidiary to (1) of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice (with any action taken in response to a COVID-19 Measure and taken prior to the date of this Agreement being deemed to be in the ordinary course of business consistent with past practice when determining whether actions taken after the date of this Agreement are in all material respects the ordinary course of business consistent with past practice) and in compliance in all material respects with all Applicable Laws Laws, Company Permits and (2) Significant Contracts, and use its commercially reasonable efforts to (i) preserve intact its present business organization organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its current directors, officers and key employees and (iv) maintain satisfactory relationships with its material customers, lenders, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations distributors and other Third Parties, in the case of each of the foregoing others having material business relationships with it ; provided that during any period of full or partial suspension of operations in response to a COVID-19 Measure, the Company may take actions outside of the ordinary course of business to the extent both (i) reasonably necessary to protect the health and safety of the Company Company’s or its Subsidiaries; ’ employees and (ii) keep available in response to a COVID-19 Measure, in each case, after written notice to and, to the services of extent practicable under the directorscircumstances, officers and employees of consultation with, Parent; provided, further that neither the Company and nor any of its Subsidiaries, and (iiiSubsidiaries shall take any action in accordance with the foregoing that would materially breach any of Section 6.01(a) maintain in effect all material Company Permitsthrough Section 6.01(q). Without limiting the generality of the foregoing, except (Ax) as required otherwise contemplated by Applicable Lawthis Agreement, (By) as set forth in Section 6.1 6.01 of the Company Disclosure Schedule, Schedule or (Cz) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and Parent may approve in writing (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) (which consent shall such approval not to be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consentdelayed), the Company shall not, and nor shall cause each it permit any of the Company its Subsidiaries not to:

Conduct of the Company. From The Company agrees that between the date of this Agreement until the earlier of and the Effective Time and or, if earlier, the termination of date, if any, on which this AgreementAgreement is validly terminated pursuant to Section 8.01, except (a) as required by Applicable Law, (b) as set forth in Section 6.1 6.01 of the Company Disclosure Schedule, (b) as required pursuant to or permitted by this Agreement (including Section 6.02 and Section 6.03), (c) as otherwise may be required by Applicable Law or expressly permitted byany Governmental Authority, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent consented to in writing (with email being sufficient) by Parent (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(vdelayed), the Company shallshall use commercially reasonable efforts to conduct its and its Subsidiaries’ businesses in all material respects in the ordinary course (except to the extent prohibited by this Section 6.01) and to the extent consistent with the foregoing, and the Company shall cause each Company Subsidiary use commercially reasonable efforts to (1x) conduct its business preserve in the ordinary course of business consistent with past practice the Company’s and its Subsidiaries’ material business organizations, material assets and material properties intact and in good working order and condition, ordinary wear and tear excepted, and in the ordinary course of business maintain in all material respects existing or satisfactory relations with its and in compliance in all their material respects with all Applicable Laws and (2) use its commercially reasonable efforts to (i) preserve intact its business organization and commercial relationships with third parties (including with Governmental Authorities and material customers, suppliers, licensorsservice providers, licenseescreditors, Governmental Authorities with jurisdiction over the Company’s operations partners and other Third Parties, in the case of each of the foregoing having material business relationships with the Company and the Company Subsidiaries; (iilessors) keep available the services of the directors, officers and employees of the Company and its Subsidiaries, and (iiiy) maintain in effect all material business Company PermitsPermits and material insurance policies (subject to the right to replace such insurance policies with comparable coverage) necessary for the conduct of the business of the Company and its Subsidiaries as conducted on the date of this Agreement. Without limiting the generality of the foregoing, except (A) as required by Applicable Law, (Bi) as set forth in Section 6.1 6.01 of the Company Disclosure Schedule, (Cii) as otherwise required pursuant to or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this AgreementAgreement (including Section 6.02 and Section 6.03), without Parent’s prior written consent (with email being sufficientiii) as may be required by Applicable Law or (iv) as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by delayed), the Company for such consentagrees that between the date of this Agreement and the Effective Time or, if earlier, the date, if any, on which this Agreement is validly terminated pursuant to Section 8.01, the Company shall not, and shall cause each not permit any of the Company its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except Except for matters (ai) as required by Applicable Law, (b) as set forth in Section 6.1 of the Company Disclosure Schedule, (c) as otherwise required permitted or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless (ii) set forth on Schedule 6.01, (iii) required by Applicable Law or the rules or regulations of Nasdaq, or (iv) undertaken with the prior written consent of Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by delayed), from the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(v)date hereof until the Effective Time, the Company shall, and shall cause each Company Subsidiary to (1) of its Subsidiaries to, conduct its business in the ordinary course of business course, consistent with past practice in all material respects practice, and in compliance in all material respects with all Applicable Laws and (2) use its commercially reasonable efforts to (iw) preserve intact its business organization and material tangible and intangible assets, (x) keep available the services of its officers and employees who are integral to the operations of their businesses as presently conducted, (y) maintain in effect all of its Governmental Authorizations, and (z) maintain satisfactory relationships with customers, lenders, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations distributors and other Third Partiesothers, in the each case of each of the foregoing having who have a material business relationships relationship with the Company and the Company Subsidiaries; (ii) keep available the services or any of the directors, officers and employees of the Company and its Subsidiaries, and (iii) maintain in effect all material Company Permits. Without limiting the generality of the foregoing, except (A) for matters expressly permitted or contemplated by this Agreement or as set forth on Schedule 6.01, or as required by Applicable LawLaw or the rules or regulations of Nasdaq, (B) as set forth in Section 6.1 from the date hereof until the Effective Time, the Company shall not, nor shall it permit any of its Subsidiaries to, do any of the Company Disclosure Schedule, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, following without the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) of Parent (which consent shall not be unreasonably withheld, conditioned or delayed delayed): amend the Company’s certificate of incorporation, bylaws or other comparable charter or organizational documents of the Company’s Subsidiaries (whether by merger, consolidation or otherwise); (i) establish a record date for, declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock, property or otherwise) in respect of, or enter into any Contract with respect to the voting of, any capital stock of the Company or any capital stock or other Equity Interests of its Subsidiaries, other than dividends and such consent distributions by a direct or indirect wholly owned Subsidiary of the Company to be deemed given if Parent provides no written response the Company or any of the Company’s other wholly owned Subsidiaries (with email being sufficientexcept for dividends or distributions resulting from the vesting, settlement, exercise or terms of Company Equity Awards), (ii) within three split, combine, subdivide or reclassify any Company Securities or any capital stock or other Equity Interests, or securities convertible, exchangeable or exercisable for capital stock or other Equity Interests, of its Subsidiaries, (3iii) Business Days after a written request except as otherwise provided in Section 6.01(c), issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, any Company Securities or any shares of capital stock or other Equity Interests, or securities convertible, exchangeable or exercisable for capital stock or other Equity Interests, of its Subsidiaries, (iv) purchase, redeem or otherwise acquire any Company Securities, except for acquisitions of shares of Company Common Stock by the Company for such consent, in accordance with the terms of Company shall not, and shall cause each Equity Awards in effect as of the date hereof or Company Subsidiaries not to:Equity Awards issued, granted or awarded as permitted by Section 6.01(c), or

Conduct of the Company. (a) From the date hereof and prior to the earlier to occur of the Closing Date and the date that this Agreement until is terminated in accordance with Article X (the earlier of the Effective Time and the termination of this Agreement“Interim Period”), except (ai) as required otherwise expressly contemplated by Applicable Law, this Agreement (b) including as set forth in described on Section 6.1 of the Company Seller Disclosure ScheduleSchedule and the other matters contemplated by the other Schedules and Exhibits hereto) or any of the other Transaction Documents, or as required by applicable Law, and (cii) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available consented to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in advance in writing (with email being sufficient) by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed delayed) (provided that, if Seller requests consent from Buyer by delivering a written notice to Xxxxx describing in reasonable detail the matter for which consent is requested (the “Matter Description”) and Xxxxx does not respond to such consent to be deemed given if Parent provides no written response request within ten (with email being sufficient) within three (310) Business Days after a written receipt by Buyer of the request by and the Company for Matter Description and after response to Buyer’s commercially reasonable questions relating to such consent, and subject Buyer shall be deemed to its covenants set forth in Sections 6.1(a) through 6.1(vhave consented to such request), Seller shall cause the Company shall, and shall cause each Company Subsidiary Entities to (1x) conduct its business their respective businesses in the ordinary course of business consistent with past practice (including ordinary course development activities, including the Development Projects), (y) subject to the Pre-Closing Reorganization, use reasonable best efforts to preserve intact in all material respects and in compliance in all material respects with all Applicable Laws and (2) use its commercially reasonable efforts to (i) preserve intact its the current business organization and goodwill of the Company Entities and the present relationships of the Company Entities with customers, suppliersemployees, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations suppliers and other Third Parties, in the case of each of the foregoing others having material business relationships dealings with the Company Entities provided that such efforts shall not include any requirement or obligation to make any payment or assume any Liability not otherwise required to be paid or assumed by the terms of an existing Contract or offer or grant any financial accommodation or other benefit not otherwise required to be made by the terms of an existing Contract, and (z) use reasonable best efforts to maintain and keep in good repair (ordinary wear and tear excepted) the Company Subsidiaries; (ii) keep available the services of the directors, officers properties and employees assets of the Company and its Subsidiaries, and (iii) maintain in effect all material Company Permits. Without limiting the generality of the foregoing, except (A) as required by Applicable Law, (B) as set forth in Section 6.1 of the Company Disclosure Schedule, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, the Company shall not, and shall cause each of the Company Subsidiaries not to:Entities.

Conduct of the Company. From (a) The Company agrees that, from the date of this Agreement until the earlier of the Effective Time and or the termination of this AgreementAgreement in accordance with Section 9.01, except (a) as required by Applicable Law, (b) as set forth in Section 6.1 6.01(a) of the Company Disclosure Schedule, (c) Letter or as otherwise required by Applicable Law or expressly permitted by, contemplated by this Agreement or otherwise contemplated in, with the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to prior written consent of Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(vdelayed), the Company shallwill, and shall will cause each Company Subsidiary to of its Subsidiaries to, (1x) conduct its business operations, in all material respects, in the ordinary course of business consistent with past practice in all material respects and in compliance in all material respects with all Applicable Laws and business, (2y) use its commercially reasonable efforts to (i) preserve intact its business organization and organization, satisfactory relationships with customersits employees, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing having material business relationships with the Company and the Company Subsidiaries; (ii) keep available the services of the directors, officers goodwill and employees current relationships of the Company and its SubsidiariesSubsidiaries with customers, suppliers and other Persons with which the Company or any of its Subsidiaries has business relations, subject, in each case, to modifications to the Company’s business which were publicly announced or otherwise disclosed to Parent prior to the date hereof and (iiiz) maintain use its commercially reasonable efforts to conduct its operations in effect all material accordance with the cash forecast set forth on Section 6.01(a)(z) of the Company PermitsDisclosure Letter; provided, however, that no action by the Company or its Subsidiaries specifically permitted by any provision of the following sentence shall be deemed a breach of the covenants contained in this sentence unless such action would constitute a breach of such specific provision in the following sentence. Without limiting the generality of the foregoing, and as an extension thereof, except (A) as required by Applicable Law, (B) as set forth in Section 6.1 6.01(a) of the Company Disclosure Schedule, (C) Letter or as otherwise required by Applicable Law or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s or otherwise with the prior written consent of Parent (with email being sufficient) (which consent such shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consentdelayed), the Company shall not, and shall cause each not permit any of its Subsidiaries to, from the date of this Agreement until the earlier of the Company Subsidiaries not toEffective Time or the termination of this Agreement in accordance with Section 9.01:

Conduct of the Company. From the date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement, except (ax) as required by Applicable Law, (by) as set forth in Section 6.1 ‎6.01 of the Company Disclosure Schedule, or (c) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (dz) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email e-mail being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(vdelayed), the Company shall, and shall cause each Company Subsidiary to (1) of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice in all material respects and in compliance in all material respects with all Applicable Laws and (2) use its commercially reasonable efforts to (iA) preserve intact its business organization and relationships with customers, members, suppliers, lenders, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing Parties having material business relationships with the Company and the Company Subsidiaries; (ii) keep available the services of the directors, officers and employees of the Company and its Subsidiaries, and (iiiB) maintain in effect all material Company PermitsPermits and (C) maintain and preserve the goodwill associated with its business, affairs and properties, its reputation and its brand value; provided that neither the Company nor any of its Subsidiaries shall take any action to comply with the foregoing that would breach any of Section ‎6.01(a) through (r). Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement, except (Ax) as required by Applicable Law, (By) as set forth in Section 6.1 ‎6.01 of the Company Disclosure Schedule, or (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (Dz) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent (other than with respect to be deemed given if Parent provides no written response (with email being sufficient‎Section 6.01(c) within three (3) Business Days after a written request by the Company for such consentor ‎Section 6.01(d)), the Company shall not, and shall cause each of the Company its Subsidiaries not to:

Conduct of the Company. From The Company agrees that between the date of this Agreement until the earlier of and the Effective Time and or the termination of date, if any, on which this AgreementAgreement is terminated pursuant to Section 8.01, except (a) as required by Applicable Lawset forth in Schedule 6.01, (b) as set forth in expressly required pursuant to or expressly permitted by this Agreement (including Section 6.1 of the Company Disclosure Schedule6.02 and Section 6.03), (c) as otherwise required by Applicable Law or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent consented to in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request in advance by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(v)Parent, the Company shall, and shall cause each Company Subsidiary to (1i) conduct its business businesses in all material respects in the ordinary course of business consistent with past practice practice, (ii) use commercially reasonable efforts to preserve materially intact its current business organization and to preserve in all material respects the relationships of the Company and in compliance in all material respects its Subsidiaries with all Applicable Laws Company Franchisees and (2) use its commercially reasonable efforts to (i) preserve intact its business organization and relationships with customersthe franchise system as a whole, employees, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations distributors, wholesalers, lessors and other Third Parties, in the case of each of the foregoing others having material business relationships dealings with the Company or any of its Subsidiaries, (iii) use commercially reasonable efforts to keep and maintain the Company Subsidiaries; (ii) keep available the services of the directors, officers assets and employees properties of the Company and its SubsidiariesSubsidiaries in accordance with past practice, normal wear and tear excepted, and (iiiiv) maintain comply in effect all material Company Permitsrespects with Applicable Law. Without limiting the generality of the foregoing, except (Aa) as set forth in Schedule 6.01, (b) as expressly required pursuant to or expressly permitted by this Agreement (including Section 6.02 and Section 6.03), (c) as required by Applicable Law, or (Bd) as set forth consented to in Section 6.1 of the Company Disclosure Schedule, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted writing in advance by this Agreement, without Parent’s prior written consent (with email being sufficient) Parent (which consent shall not be unreasonably withheld, delayed or conditioned with respect to clauses (e)(C), (k), (l), (m), (q) or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficientr) within three (3) Business Days after a written request by of this Section 6.01), the Company for such consentagrees that between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.01, the Company shall not, and shall cause each not permit any of its Subsidiaries to: (a) amend the Company’s Governing Documents or other comparable charter or organizational documents of the Company’s Subsidiaries (whether by merger, consolidation or otherwise); (b) (i) establish a record date for, declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or other equity, property or otherwise, including any combination thereof) in respect of, or enter into any Contract with respect to the voting of, any capital stock of the Company Subsidiaries not to:or any capital stock or other Equity Interests of its Subsidiaries, other than (x) regular quarterly cash dividends consistent with past practice and (y) dividends and distributions by a direct or indirect wholly owned Subsidiary of the Company to the Company or any of the Company’s other wholly owned Subsidiaries, (ii) adjust, recapitalize, combine, split, combine, subdivide or reclassify any Company Securities or any capital stock or other Equity Interests, or securities convertible, exchangeable or exercisable for capital stock or other Equity Interests, of its Subsidiaries,

Conduct of the Company. From the date of this Agreement until the earlier Except (A) for matters set forth in Section 6.01-1 of the Effective Time and the termination of Company Disclosure Letter, (B) as expressly required or as expressly permitted by this Agreement, except (aC) as required by Applicable Law, (bD) as required by the terms of any Company Material Contract disclosed in Section 4.22(a) of the Company Disclosure Letter, or (E) with the prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of Parent, from and after the date hereof and prior to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) use its reasonable best efforts to conduct its business in the ordinary course of business and (ii) use reasonable best efforts to (x) preserve intact in all material respects its present business organization, (y) keep available the services of its directors, officers and key employees and (z) maintain satisfactory relationships with its customers, lenders, suppliers, Governmental Authorities and others having material business relationships with it; provided that for the avoidance of doubt, the Company shall not be obligated to take any action that would not be permitted by the following sentence of this Section 6.01 and any action permitted by the following sentence of this Section 6.01 shall not be deemed a breach of this sentence of this Section 6.01. Without limiting the generality of the foregoing, except (I) for matters set forth in Section 6.1 6.01-2 of the Company Disclosure ScheduleLetter, (cII) as otherwise expressly required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless (III) as required by Applicable Law, (IV) as required by the terms of any Company Material Contract disclosed in Section 4.22(a) of the Company Disclosure Letter, or (V) with the prior written consent of Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent with respect to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(vSection 6.01(d), the Company shall(g), and shall cause each Company Subsidiary to (1) conduct its business in the ordinary course of business consistent with past practice in all material respects and in compliance in all material respects with all Applicable Laws and (2) use its commercially reasonable efforts to h), (i) preserve intact its business organization and relationships with customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing having material business relationships with the Company and the Company Subsidiaries; (ii) keep available the services of the directors, officers and employees of the Company and its Subsidiaries, and (iii) maintain in effect all material Company Permits. Without limiting the generality of the foregoing, except (A) as required by Applicable Law), (B) as set forth in Section 6.1 of the Company Disclosure Schedulej), (Ck), (q) as otherwise required or expressly permitted byto the extent applicable to such sections, or otherwise contemplated in(s)), from and after the Company’s 2024 Business Plan, date hereof and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consentEffective Time, the Company shall not, and shall cause each of the Company its Subsidiaries not to:

Conduct of the Company. From Except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned; provided that such consent will be deemed to have been given by Parent if (A) Parent's response to the Company's written request for such consent is not provided within three calendar days of the Company's written request (it being acknowledged and agreed that, for purposes of this Section 6.01, an email sent to each of the Persons set forth on Section 6.01 of the Parent Disclosure Letter or their designees shall be considered a written request) and (B) the Company provides information reasonably requested by Parent with respect to matter for which consent is requested), (ii) as expressly contemplated by this Agreement, (iii) as set forth in Section 6.01 of the Company Disclosure Letter, or (iv) as required by Applicable Law, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except (a) as required by Applicable Law, (b) as set forth in Section 6.1 of the Company Disclosure Schedule, (c) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(v)Time, the Company shall, and shall cause each Company Subsidiary to of its Subsidiaries to, (1x) conduct its business in the ordinary course of business consistent with past practice practice, (y) conduct its business in all material respects and in compliance in all material respects with all Applicable Laws and (2z) to the extent consistent with clauses (x) and (y) of this sentence, use its commercially reasonable efforts to (i) preserve intact its current business organization organizations and to preserve its relationships with Third Parties (including customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations lenders and other Third Parties, in the case of each of the foregoing others having material business relationships dealings with the Company and or any of its Subsidiaries) (provided, that neither the Company Subsidiaries; (iinor any of its Subsidiaries shall be obligated to make any payments or grant any concessions to such Third Parties other than payments in the ordinary course consistent with past practice) and keep available the services of the its directors, officers and key employees of (provided that neither the Company nor any of its Subsidiaries shall be obligated to increase the compensation of, or make any other payments or grant any concessions to, such directors, officers and its Subsidiaries, and (iii) maintain in effect all material Company Permitsemployees). Without limiting the generality of the foregoing, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned, except in the case of Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g), 6.01(i), 6.01(k), 6.01(m), 6.01(p), 6.01(r) or 6.01(t), and provided that such consent will be deemed to have been given by Parent if (A) Parent's response to the Company's written request for such consent is not provided within three calendar days of the Company's written request (it being acknowledged and agreed that, for purposes of this Section 6.01, an email sent to each of the Persons set forth on Section 6.01 of the Parent Disclosure Letter or their designees shall be considered a written request) and (B) the Company provides information reasonably requested by Parent with respect to matter for which consent is requested), (ii) as expressly contemplated by this Agreement, (iii) as set forth in Section 6.01 of the Company Disclosure Letter, or (iv) as required by Applicable Law, (B) as set forth in Section 6.1 of the Company Disclosure Schedule, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, the Company shall not, and nor shall cause each it permit any of the Company its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except (a) as required by Applicable Law, (b) as Except for matters set forth in Section 6.1 6.01 of the Company Disclosure ScheduleLetter, (c) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved any actions taken to ensure compliance by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”)its Subsidiaries and their respective directors, officers, employees, consultants and (d) customers with any COVID-19 Measures, as otherwise required or expressly permitted by this Agreement, unless as required by Applicable Law or with the prior written consent of Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed delayed), from and such consent to be deemed given if Parent provides no written response after the date of this Agreement until the Effective Time (or the earlier valid termination of this Agreement in accordance with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(vArticle 10 hereof), the Company shall, and shall cause each Company Subsidiary to (1) of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice in all material respects and in compliance in all material respects with all Applicable Laws and (2) use its commercially reasonable best efforts to (ix) preserve intact its present business organization and relationships with customersorganization, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing having material business relationships with the Company and the Company Subsidiaries; (iiy) keep available the services of the its directors, officers and key employees of the Company and its Subsidiaries, and (iiiz) maintain in effect all preserve the goodwill of and relationships with its customers, lenders, suppliers and others having material Company Permitsbusiness relationships with it. Without limiting the generality of the foregoing, except (A) as required by Applicable Law, (B) as for matters set forth in Section 6.1 6.01 of the Company Disclosure ScheduleLetter, (C) as otherwise actions taken to ensure compliance by the Company and its Subsidiaries and their respective directors, officers, employees, consultants and customers with any COVID-19 Measures, required by Applicable Law or expressly permitted by, or otherwise contemplated in, with the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) of Parent (which consent shall not be unreasonably withheld, conditioned or delayed delayed), from and such consent to be deemed given if Parent provides no written response after the date of this Agreement until the Effective Time (or the earlier valid termination of this Agreement in accordance with email being sufficient) within three (3) Business Days after a written request by the Company for such consentArticle 10 hereof), the Company shall not, and nor shall cause each it permit any of the Company its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except Except for matters (ai) as required by Applicable Law, (b) as set forth in Section 6.1 of the Company Disclosure Schedule, (c) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless (ii) set forth on Schedule 6.01, (iii) required by Applicable Law or the rules or regulations of Nasdaq or (iv) undertaken with the prior written consent of Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by delayed), from the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(v)date hereof until the Effective Time, the Company shall, and shall cause each Company Subsidiary to (1) of its Subsidiaries to, conduct its business in the ordinary course of business course, consistent with past practice in all material respects practice, and in compliance in all material respects with all Applicable Laws and (2) use its commercially reasonable efforts to (iw) preserve intact its business organization and material tangible and intangible assets, (x) keep available the services of its officers and employees who are integral to the operations of their businesses as presently conducted, (y) maintain in effect all of its Governmental Authorizations, and (z) maintain satisfactory relationships with customers, lenders, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations distributors and other Third Partiesothers, in the each case of each of the foregoing having who have a material business relationships relationship with the Company and the Company Subsidiaries; (ii) keep available the services or any of the directors, officers and employees of the Company and its Subsidiaries, and (iii) maintain in effect all material Company Permits. Without limiting the generality of the foregoing, except (A) for matters expressly permitted or contemplated by this Agreement or as set forth on Schedule 6.01, as required by Applicable LawLaw or the rules or regulations of Nasdaq or as required by the Bridge Facility (or any security issued thereunder), (B) as set forth in Section 6.1 from the date hereof until the Effective Time, the Company shall not, nor shall it permit any of its Subsidiaries to, do any of the Company Disclosure Schedule, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, following without the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) of Parent (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, the Company shall not, and shall cause each of the Company Subsidiaries not to:delayed):

Conduct of the Company. From the date of this Agreement hereof until the earlier of the Effective Time and the termination of except as expressly contemplated by this Agreement, except (a) as set forth in Section 6.01 of the Company Disclosure Schedule or as required by Applicable Law, (b) as set forth in Section 6.1 of the Company Disclosure Schedule, (c) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(v), the Company shall, and shall cause each Company Subsidiary to (1) of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice in all material respects and in compliance in all material respects with all Applicable Laws and (2) use its commercially reasonable efforts to (i) preserve intact its present business organization and relationships with customersorganization, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing having material business relationships with the Company and the Company Subsidiaries; (ii) maintain in effect all of its foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) keep available the services of the its directors, officers and employees key employees, (iv) maintain satisfactory relationships with its customers, lenders, suppliers and others having material business relationships with it, including by using its commercially reasonable efforts to maintain compliance with the requirements of all Material Contracts. The Company shall promptly notify Parent of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with any of the Company and its Subsidiaries, transactions contemplated by this Agreement and (iiiii) maintain in effect all material any Proceeding commenced, or, to the Company’s Knowledge threatened, relating to or involving or otherwise affecting the Company Permitsor any of its Subsidiaries that relates to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, except (A) as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule or as required by Applicable Law, (B) as set forth in Section 6.1 of without the Company Disclosure Schedule, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) of Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consentconditioned), the Company shall not, and nor shall cause each it permit any of the Company its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement until the earlier of the Effective Time (a) Sellers covenant and the termination of this Agreementagree that, except (ai) with respect to the Retained Assets and Retained Liabilities (in each case, subject to Section 6.1(b)(ii)), (ii) as required otherwise expressly contemplated by Applicable Law, this Agreement (b) including as set forth in described on Section 6.1 of the Company Sellers Disclosure ScheduleSchedule and the other matters contemplated by the other Schedules and Exhibits hereto) and the other Transaction Documents, (ciii) for the effect of the announcement and consummation of the transactions contemplated hereby or (iv) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email being sufficient) by Buyers (which consent approval shall not be unreasonably withheld, conditioned or delayed delayed), during the period commencing on the date hereof and such consent ending on the Closing Date, Sellers shall cause the Company Entities to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(v), the Company shall, and shall cause each Company Subsidiary to (1) conduct its business operated in the ordinary course of business consistent with past practice in all material respects practice, and in compliance in all material respects with all Applicable Laws and (2) shall use its commercially reasonable efforts to (i) preserve intact its business organization preserve, maintain and relationships with customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over protect the Company’s operations assets and other Third Parties, in the case of each of the foregoing having material business relationships with the Company and the Company Subsidiaries; (ii) keep available the services of the directors, officers and employees properties of the Company Entities and its Subsidiariesthe Business; provided, and (iii) maintain in effect all material Company Permitsthat such efforts shall not include any requirement or obligation to make any payment or assume any Liability not otherwise required to be paid or assumed by the terms of an existing Contract or offer or grant any financial accommodation or other benefit not otherwise required to be made by the terms of an existing Contract. Without limiting Until the generality of the foregoingClosing, except (A) as required by Applicable Lawwith respect to the Retained Assets and Retained Liabilities (in each case, subject to Section 6.1(b)(ii)), (B) as set forth in otherwise contemplated by this Agreement (including as described on Section 6.1 of the Company Sellers Disclosure ScheduleSchedule and the other matters contemplated by the other Schedules and Exhibits hereto) and the other Transaction Documents, (C) as otherwise required or expressly permitted byby applicable Law, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted approved in writing by this Agreement, without Parent’s prior written consent (with email being sufficient) Buyers (which consent approval shall not be unreasonably withheld, conditioned or delayed and such consent delayed), Sellers shall not, with respect to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, Entities or the Company shall notBusiness, and shall cause each the Company Entities not to, take any of the Company Subsidiaries not tofollowing actions:

Conduct of the Company. From (a) The Company agrees that, from the date of this Agreement until the earlier of the Effective Time and or the termination of this AgreementAgreement in accordance with Section 9.01, except (a) as required by Applicable Law, (b) as set forth in Section 6.1 6.01(a) of the Company Disclosure Schedule, (c) Letter or as otherwise required by Applicable Law or expressly permitted by, contemplated by this Agreement or otherwise contemplated in, with the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to prior written consent of Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(vdelayed), the Company shallwill, and shall will cause each Company Subsidiary to of its Subsidiaries to, except as otherwise expressly provided herein, (1x) conduct its business operations, in all material respects, in the ordinary course of business and in a manner consistent with past practice in all material respects and in compliance in all material respects with all Applicable Laws practice, and (2y) use its commercially reasonable efforts to (i) preserve intact its business organization and relationships with customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing having material business relationships with the Company and the Company Subsidiaries; (ii) keep available the services of the directors, current officers and key employees of the Acquired Companies and to preserve the assets and business organization of the Acquired Companies intact and maintain the goodwill and current relationships of the Acquired Companies with customers, suppliers, Governmental Authorities and other Persons with which the Company and or any of its Subsidiaries, and (iii) maintain in effect all Subsidiaries has significant or material Company Permitsbusiness relations. Without limiting the generality of the foregoing, and as an extension thereof, except (A) as required by Applicable Law, (B) as set forth in Section 6.1 6.01(a) of the Company Disclosure Schedule, (C) Letter or as otherwise required by Applicable Law or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s or otherwise with the prior written consent of Parent (with email being sufficient) (which consent such shall not be unreasonably withheld, conditioned or delayed delayed, except with respect to the actions described in clause (i), clause (ii), clause (iii), clause (iv) and such consent to clause (vii) below, which shall be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consentin Parent's or Merger Sub's sole discretion), the Company shall not, and shall cause each not permit any of its Subsidiaries to, directly or indirectly, from the date of this Agreement until the earlier of the Company Subsidiaries not toEffective Time or the termination of this Agreement in accordance with Section 9.01:

Conduct of the Company. From the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX except as otherwise expressly permitted or expressly contemplated by this Agreement, except (a) as required by Applicable Law, (b) as set forth in Section 6.1 5.1 of the Company Disclosure ScheduleLetter, (c) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved consented to in writing by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise such consent in writing (with email being sufficient) (which consent shall not to be unreasonably withheld, conditioned or delayed delayed), for any actions taken reasonably and such consent in good faith to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by respond to COVID-19 Measures, provided that the Company for shall, to the extent reasonably practicable, provide reasonable advance notice of such consent, actions and subject consult with Parent prior to its covenants set forth in Sections 6.1(a) through 6.1(v)taking such actions or as required by applicable Law, the Company shall, and shall cause each Company Subsidiary to of its Subsidiaries to, (1i) conduct its business in all material respects in the ordinary course of business consistent with past practice in all material respects and in compliance in all material respects with all Applicable Laws and (2ii) use its commercially reasonable efforts to (i) preserve substantially intact its current business organization and relationships maintain existing relations and goodwill with material customers, suppliers, licensorsdistributors, licenseescreditors, Governmental Authorities with jurisdiction over the Company’s operations lessors, employees and other Third Parties, in the case of each of the foregoing having material business relationships with the Company relations and the Company Subsidiaries; (ii) keep available the services of the directors, officers and employees of the Company Company’s and its Subsidiaries, ’ present key employees; provided that (x) no action by the Company or any of its Subsidiaries permitted by an exception to any of Section 5.1(a) through (q) will be a breach of this sentence and (iiiy) maintain in effect all material Company Permitsthe Company’s or any of its Subsidiaries’ failure to take any action prohibited by any of Section 5.1(a) through (q) will not be a breach of this sentence. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, except (A) as required otherwise expressly permitted or expressly contemplated by Applicable Lawthis Agreement, (B) as set forth in Section 6.1 5.1 of the Company Disclosure ScheduleLetter, as consented to in writing by Parent (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written such consent (with email being sufficient) (which consent shall not to be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request delayed), or as required by the Company for such consentapplicable Law, the Company shall not, and nor shall cause each it permit any of the Company its Subsidiaries not to:

Conduct of the Company. From During the period from the date of hereof until the Effective Time, ((w) except as expressly contemplated by this Agreement until (including (1) payment of fees and expenses of counsel, the earlier Company Financial Advisor and other advisors and representatives in connection with the transactions contemplated by this Agreement and (2) any actions taken pursuant to Section 7.03), (x) with the prior written consent of the Effective Time and the termination of this AgreementParent, except (ay) as may be required by Applicable Law, Law or (bz) as set forth in the corresponding subsection of Section 6.1 7.01 of the Company Disclosure Schedule, (c) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(v), the Company shall, and shall cause each Company Subsidiary to (1) of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice in all material respects and in compliance in all material respects with all Applicable Laws and (2) and, to the extent consistent therewith, use its commercially reasonable efforts to (i) preserve intact its present business organization and relationships with customersorganization, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing having material business relationships with the Company and the Company Subsidiaries; (ii) maintain in effect all necessary Permits, (iii) keep available the services of the its directors, officers Officers and employees Key Employees on commercially reasonable terms, (iv) maintain existing relations and goodwill with Governmental Authorities, its material customers, material suppliers, lenders, vendors, agents, contractors, and others having material business relationships with it and (v) comply with any quarantine, shut down or similar law promulgated by any Governmental Authority and directly applicable to specified areas and types of business operations of the Company and its SubsidiariesCompany, and (iii) maintain in effect all material Company Permitseach case, in connection with or response to the COVID-19 pandemic. Without limiting the generality of the foregoing, except (A) as required by Applicable Law, (B) Law or as set forth in Section 6.1 7.01 of the Company Disclosure Schedule, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, during the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by period from the Company for such consentdate hereof until the Effective Time, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent in each instance (which, other than with respect to clauses (e), (f) (as far as such clause (f) is related to any acquisition other than a merger, consolidation or business combination with any other Person), (k), (l), (m) and shall cause each of the Company Subsidiaries not to:(o) below, may be withheld by Parent in its sole discretion):

Conduct of the Company. From During the period from the date of this Agreement until the earlier of the Effective Time and the valid termination of this AgreementAgreement pursuant to Section 10.01, except (ai) for matters set forth in Section 6.01 of the Company Disclosure Letter, (ii) as required by Applicable Lawthe express terms of this Agreement and the other Transaction Documents (including, (b) as for the avoidance of doubt, the Redemptions set forth in Section 6.1 2.02(b)), (iii) as required by Law, (iv) for actions taken in good faith as COVID-19 Actions, unless otherwise prohibited by Section 6.01(a), Section 6.01(b), Section 6.01(e), Section 6.01(k) or Section 6.01(s), (v) for actions taken in connection with the issuance of shares of Class A Common Stock in exchange for, or redemption of, OpCo Units and Class B Common Stock pursuant to the terms of the OpCo LLC Agreement, (vi) for actions taken in connection with the discontinuation of the Discontinued Businesses; provided, however, that notwithstanding anything to the contrary herein, the Company shall not, directly or indirectly, take any action or cause any action to be taken that would result in the costs and expenses incurred in connection with the discontinuation of the Discontinued Businesses (inclusive of any costs and expenses incurred prior to the date hereof) exceeding, in the aggregate, the dollar amount set forth in Section 6.01 of the Company Disclosure Schedule, (c) as otherwise required or expressly permitted by, or otherwise contemplated in, Letter without the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to prior written consent of Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(vdelayed), (vii) for actions taken to effect the Company shallPre-Closing Contribution, and shall cause each Company Subsidiary (viii) for payment of “Tax Distributions” under the OpCo LLC Agreement, (ix) for payments made under the Tax Receivable Agreement prior to (1) conduct its business in the ordinary course termination of business consistent with past practice in all material respects and in compliance in all material respects with all Applicable Laws the Tax Receivable Agreement at the Effective Time and (2x) use its commercially reasonable efforts to (i) preserve intact its business organization and relationships with customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing having material business relationships for actions taken with the Company and the Company Subsidiaries; (ii) keep available the services of the directors, officers and employees of the Company and its Subsidiaries, and (iii) maintain in effect all material Company Permits. Without limiting the generality of the foregoing, except (A) as required by Applicable Law, (B) as set forth in Section 6.1 of the Company Disclosure Schedule, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) of Parent (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response delayed), (with email being sufficientx) within three (3) Business Days after a written request by the Company for such consent, the Company shall notshall, and shall cause each of its Subsidiaries to, use reasonable best efforts to conduct its business in the ordinary course and (y) the Company shall not, nor shall it permit any of its Subsidiaries not to:

Conduct of the Company. From Except (i) as expressly permitted or contemplated by this Agreement or the Spin-Off Agreements (including matters relating to the consummation of the Spin-Off), (ii) as set forth on Section 6.01 of the Company Disclosure Schedule, (iii) as required by Applicable Law or (iv) to the extent that Parent shall otherwise consent in writing, from the date of this Agreement until the earlier of the Effective Time and or the termination of this Agreement, except (a) as required by Applicable Law, (b) as set forth Agreement in Section 6.1 of the Company Disclosure Schedule, (c) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (accordance with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(v)terms, the Company shall, and shall cause each Company Subsidiary to (1) of its Subsidiaries to, conduct its business in the ordinary course of business course, consistent with past practice in all material respects practice, and in compliance in all material respects with all Applicable Laws and (2) use its commercially reasonable efforts to (ia) preserve intact its Intellectual Property, business organization and material assets, (b) keep available the services of its directors, officers and employees, (c) maintain in effect all of its Governmental Authorizations and (d) maintain satisfactory relationships with customers, lenders, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations distributors and other Third Parties, in the case of each of the foregoing others having material business relationships with the Company and Company, provided, that, notwithstanding the foregoing, the provisions of this Section 6.01 shall not apply to the Spin-Off Subsidiary, any Subsidiary of the Spin-Off Subsidiary, the Pageflex Business or the Bolt Business to the extent that any actions or omissions specified in this Section 6.01 are required in order for the Company Subsidiaries; (ii) keep available to comply with its obligations under the services of the directors, officers and employees of the Company and its Subsidiaries, and (iii) maintain in effect all material Company PermitsSpin-Off Agreements. Without limiting the generality of the foregoing, except (A) as required expressly permitted or contemplated by Applicable Lawthis Agreement or the Spin-Off Agreements (including matters relating to the consummation of the Spin-Off), (B) as set forth in on Section 6.1 6.01 of the Company Disclosure Schedule, or (C) as otherwise required by Applicable Law, from the date of this Agreement until the earlier of the Effective Time or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by termination of this Agreement, without Parent’s prior written consent (Agreement in accordance with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consentits terms, the Company shall not, and nor shall cause each it permit any of its Subsidiaries to, do any of the Company Subsidiaries not tofollowing without the prior written consent of Parent:

Conduct of the Company. From Except with the date prior written consent of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except (a) as required by Applicable Law, (b) as set forth in Section 6.1 of the Company Disclosure Schedule, (c) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request delayed), or as contemplated by the Company for such consentthis Agreement, and subject to its covenants or as set forth in Sections 6.1(a) through 6.1(v)Section 6.01 of the Company Disclosure Schedule or as required by Applicable Law, from the date hereof until the Effective Time, the Company shall, and shall cause each Company Subsidiary to (1) of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice (including, without limitation, the implementation of its cost-cutting program as in all material respects effect on the date hereof) and in compliance in all material respects with all Applicable Laws and (2) use its commercially reasonable efforts to (i) preserve intact its business organization organizations and relationships with customersThird Parties, suppliers, licensors, licensees, including Governmental Authorities with jurisdiction over the Company’s operations operations, customers, suppliers, licensors, licensees and other Third Parties, in the case of each of the foregoing having material business relationships with the Company Parties and the Company Subsidiaries; (ii) to keep available the services of the directors, its present officers and employees of the Company and its Subsidiaries, and (iii) maintain in effect all material Company Permitskey employees. Without limiting the generality of the foregoing, except (A) as required by Applicable Law, (B) as set forth in Section 6.1 of with the Company Disclosure Schedule, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) of Parent (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficientdelayed) within three (3) Business Days after a written request or as expressly contemplated by this Agreement or as set forth in Section 6.01 of the Company for such consentDisclosure Schedule or as required by Applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to: (a) amend or publicly propose any amendment to its certificate of incorporation, bylaws or other similar organizational documents in any respect; (b) (i) split, combine or reclassify any shares of its capital stock, (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, except for (A) dividends by any of its wholly owned Subsidiaries and shall cause each (B) two regular quarterly cash dividends by the Company (including one declared as of the date hereof) in an amount consistent with the Company’s past practice with customary record and payment dates on the shares of Company Subsidiaries not to:Stock, or (iii) redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any Company Securities or any Company Subsidiary Securities except pursuant to the Company ESPP or Company ICP in accordance with the terms of any awards thereunder, and consistent with the Company’s obligations in Section 2.05(c) hereof; 39 #92864921v30

Conduct of the Company. From the date of this Agreement until the earlier of the Effective Time and the termination of this AgreementClosing Date, except (a) as required otherwise expressly contemplated by Applicable Lawthis Agreement, (b) required by any Applicable Law or as required by any Governmental Authority, (c) as set forth in Section 6.1 5.01 of the Company Disclosure Schedule, (c) as otherwise required Schedule or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless with the written consent of Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(vdelayed), the Company shall, and its Subsidiaries: (x) shall cause each Company Subsidiary to (1) conduct its business their businesses in the ordinary course of business consistent with past practice Ordinary Course in all material respects and in compliance in all material respects with all Applicable Laws and (2) shall use its their commercially reasonable efforts to (iA) preserve intact its their business organization and intact in all material respects, (B) keep available the services of their key employees (other than any key employees whose employment ceases in the Ordinary Course) , (C) preserve their present relationships with customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing Persons having material significant business relationships with the Company and its Subsidiaries (other than any changes in such relationships in the Company Subsidiaries; Ordinary Course) and (D) comply with and maintain their Franchises and other material Permits which are necessary for the operation of their business (provided that (i) no action (or inaction) with respect to any of the matters expressly permitted by an exception to a subclause of Section 5.01(y) will be deemed a breach of Section 5.01(x) and (ii) keep available the services any failure to take any action prohibited by any subclause of the directors, officers and employees this Section 5.01(y) will not be a breach of this Section 5.01(x)); provided further that the Company and its SubsidiariesSubsidiaries may, unless prohibited by a subclause of Section 5.01(y), take commercially reasonable actions in good faith to respond to the actual or anticipated effects of COVID-19 or any COVID-19 Measures subject to prior consultation with Parent) and (iiiy) maintain in effect all material Company Permits. Without without limiting the generality of the foregoing, except (A) as required by Applicable Law, (B) as set forth in Section 6.1 of the Company Disclosure Schedule, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) (which consent its Subsidiaries shall not be unreasonably withheld(except, conditioned or delayed and such consent in each case, as expressly contemplated by an exception to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, the Company shall not, and shall cause each of the Company Subsidiaries not to:any other subclause):

Conduct of the Company. From the date of this Agreement until the earlier Except for matters set forth in Section 6.01 of the Effective Time and the termination of Company Disclosure Letter, as contemplated by this Agreement, except (a) as required by Applicable Law, (b) as set forth in Section 6.1 Law or with the prior written consent of the Company Disclosure Schedule, (c) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed delayed), from and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, date hereof and subject to its covenants set forth in Sections 6.1(a) through 6.1(v)until the Effective Time, the Company shall, and shall cause each Company Subsidiary to (1) of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice (including, but not limited to, the payment of all outstanding accounts payable of the Company and its Subsidiaries in the ordinary course consistent with past practice, utilizing any early payment discounts made available under the applicable invoices and corresponding Contracts in the ordinary course consistent with past practice, and the collection of all material respects outstanding accounts receivable of the Company and its Subsidiaries in compliance in all material respects the ordinary course consistent with all Applicable Laws past practice), and (2) to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable best efforts to (i) preserve substantially intact its and its Subsidiaries’ business organization organization, to keep available the services of its and its Subsidiaries’ current officers and employees, and to preserve its and its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing Persons having material business relationships with the Company and the Company Subsidiaries; (ii) keep available the services of the directors, officers and employees of the Company and its Subsidiaries, and (iii) maintain in effect all material Company Permitsit. Without limiting the generality of the foregoing, except (A) for matters set forth in Section 6.01 of the Company Disclosure Letter, as contemplated by this Agreement, as required by Applicable Law, (B) as set forth in Section 6.1 of Law or with the Company Disclosure Schedule, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) of Parent (which consent shall not be unreasonably withheld, conditioned or delayed delayed), from and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consentdate hereof and until the Effective Time, the Company shall not, and nor shall cause each it permit any of the Company its Subsidiaries not to:

Conduct of the Company. From (a) The Company agrees that, during the period from the date of this Agreement until hereof through the earlier of the Effective Acceptance Time and or the date of termination of this Agreement, except for matters (ai) as required undertaken with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed and shall be deemed given if Parent provides no written response within five (5) Business Days after a written request by Applicable Lawthe Company for such consent), (bii) as set forth in Section 6.1 of the Company Disclosure Schedule, (ciii) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (iv) as required to consummate the Transactions, (v) as required to comply with email being sufficientany Law, Order or Contract, or (vi) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request as required by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(v)rules or regulations of Nasdaq, the Company shall, and shall cause each Company Subsidiary its Subsidiaries to, use commercially reasonable efforts to (1) conduct its business in the ordinary course in all material respects; provided that the parties agree that the Acquired Companies may continue any changes in their respective business practices adopted prior to the date hereof to address and adapt to COVID-19 and any COVID-19 Measures, and the Company may take such further actions as it deems advisable or necessary to address and adapt to COVID-19 and any COVID-19 Measures; and provided, further, that the Acquired Companies’ preclinical and clinical development activities, commercial activities and regulatory activities as planned and disclosed to Parent prior to the date hereof shall be deemed to be in compliance with the provisions of business consistent with past practice this Section 6.1 unless and to the extent such activities are not conducted in the manner planned and disclosed to Parent in all material respects and in compliance in all material respects with all Applicable Laws and (2) use its commercially reasonable efforts to (i) preserve intact its business organization and relationships with customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case such inconsistency would otherwise contravene a provision of each of the foregoing having material business relationships with the Company and the Company Subsidiaries; (ii) keep available the services of the directors, officers and employees of the Company and its Subsidiaries, and (iii) maintain in effect all material Company Permits. Without limiting the generality of the foregoing, except (A) as required by Applicable Law, (B) as set forth in this Section 6.1 of the Company Disclosure Schedule, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, the Company shall not, and shall cause each of the Company Subsidiaries not to:6.1.

Conduct of the Company. From the date of this Agreement and to the fullest extent permitted by Applicable Law or Order until the earlier of the Effective Time and the termination of this AgreementTime, except (a) as required expressly contemplated by Applicable Law, (b) as this Agreement or set forth in Section 6.1 5.01 of the Company Disclosure Schedule, (c) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(v), the Company shall, and shall cause each Company Subsidiary to of its Subsidiaries to, (1i) conduct its business in all material respects in the ordinary course of business consistent with past practice in all material respects and in compliance in with all material respects with Applicable Law and all Applicable Laws and material authorizations from Governmental Authorities, (2ii) use its commercially reasonable efforts to (i) preserve intact in all material respects its present business organization and relationships in a manner consistent with customerspast practice, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing having material business relationships with the Company and the Company Subsidiaries; (ii) keep available the services of the directors, officers and employees of the Company and its Subsidiaries, and (iii) maintain in effect all material Company Permits, keep available the services of its directors, officers and key employees in a manner consistent with past practice and maintain satisfactory relationships with its material customers, lenders, suppliers and others having material business relationships with it and (iii) (a) prepare and file on or before the due date therefore all material Tax Returns required to be filed by the Company or any Subsidiary (except for any Tax Return for which an extension has been granted) on or before the Closing Date, and (b) pay all material Taxes (including estimated Taxes) due on such Tax Returns (or due with respect to Tax Returns for which an extension has been granted) or which are otherwise required to be paid at any time prior to the Closing Date. Without limiting the generality of the foregoing, except (A) as required otherwise expressly contemplated by Applicable Lawthis Agreement, (B) as set forth in Section 6.1 5.01 of the Company Disclosure Schedule, Schedule or (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without with Parent’s prior written consent (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and with respect to clauses (a)(but only with respect to the Company’s bylaws), (j), (k), (l), (q), (r), (s) or any agreement, resolution or commitment to undertake any such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consentaforementioned actions), the Company shall not, and shall cause each not permit any of the Company its Subsidiaries not to:

Conduct of the Company. From Except for matters set forth in Section 6.01 of the date of Company Disclosure Letter, for any COVID-19 Response (the “COVID-19 Company Exception”), as expressly contemplated by this Agreement until (including pursuant to the earlier of TRA Amendment, the Effective Time and the termination of this Blueapple Sale Agreement, except (a) or any Voting and Support Agreement), as required by Applicable Law, Law (bincluding any COVID-19 Measures) as set forth in Section 6.1 or with the prior written consent of the Company Disclosure Schedule, (c) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed delayed), from and such consent after the date of this Agreement and prior to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(v)Effective Time, the Company shall, and shall cause each Company Subsidiary to (1) of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice in all material respects and in compliance in all material respects with all Applicable Laws and (2) use its commercially reasonable best efforts to (ia) preserve intact its present business organization and relationships with customersin all material respects, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing having material business relationships with the Company and the Company Subsidiaries; (iib) keep available the services of the its directors, officers and key service providers (including employees of the Company and its Subsidiariescontractors), and (iiic) maintain in effect all satisfactory relationships with its customers, lenders, suppliers, bank sponsors, Card Schemes, Governmental Authorities and others having material business relationships with it; provided that no action by the Company Permitsor any of its Subsidiaries with respect to matters specifically permitted by the following subsections of Section 6.01 shall be deemed to be a breach of this sentence of Section 6.01 unless such action would constitute a breach of such subsections. Without limiting the generality of the foregoing, except for matters set forth in Section 6.01 of the Company Disclosure Letter, as expressly contemplated by this Agreement (A) including pursuant to the TRA Amendment, the Blueapple Sale Agreement, or any Voting and Support Agreement), as required by Applicable Law, Law (Bincluding COVID-19 Measures) as set forth in Section 6.1 of or with the Company Disclosure Schedule, (C) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (with email being sufficient) of Parent (which consent shall not be unreasonably withheld, conditioned or delayed delayed), between the date of this Agreement and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consentEffective Time, the Company shall not, and nor shall cause each it permit any of the Company its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement hereof until the earlier Effective Time, the Company and its Subsidiaries shall conduct their business in the ordinary course and in substantially the same manner as heretofore conducted and shall use their reasonable best efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers and employees. Without limiting the generality of the Effective Time and the termination of this Agreementforegoing, except other than (a) as required by Applicable Law, (bi) as set forth in Section 6.1 Schedule 5.1 of the Company Disclosure Schedule, (cii) as otherwise required or expressly permitted by, or otherwise specifically contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this AgreementAgreement or (iii) with the written consent of Buyer, unless Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by from the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(v)date of hereof until the Effective Time, the Company shall, and shall cause each Company Subsidiary of its Subsidiaries to: (a) confer on a regular basis with one or more representatives of Reckson and Crescent to report operational matters of materiality and any proposals to engage in material transactions; (1b) conduct promptly notify Reckson and Crescent after becoming aware of any material change in the condition (financial or otherwise), business, properties, assets, liabilities or the normal course of its business or in the operation of its properties, or of any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated); (c) promptly deliver to Reckson and Crescent true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (d) duly and timely file all reports, tax returns and other documents required to be filed with federal, state, local and other authorities, subject to extensions permitted by law, provided the Company notifies Reckson and Crescent that it is availing itself of such extensions and provided such extensions do not adversely affect the Company's status as a qualified REIT under the Code; (e) not make or rescind any express or deemed election relative to Taxes (unless required by law or necessary to preserve the Company's status as a REIT or the status of any noncorporate Subsidiary of the Company as a partnership for federal income Tax purposes or as a Qualified REIT Subsidiary under section 856(i) of the Code, as the case may be); (f) not declare, set aside or pay any dividend (other than regular quarterly dividends, the Company Special Dividend or regular distributions pursuant to the Company Operating Partnership Agreement (or as necessary to maintain REIT status)) or other distribution with respect to any shares of capital stock of the Company or Company OP Units, or any repurchase, redemption or other acquisition by the Company or any Subsidiary of the Company of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, the Company; (g) not issue or sell shares of Company Common Stock or any securities convertible into or exchangeable or exercisable for, or any rights, warrants or options to acquire any such shares of Company Common Stock except for the issuance of (i) shares of Company Common Stock issued pursuant to Company stock-based benefits and options plans in accordance with their terms as of the date of this Agreement and (ii) shares of capital stock upon the exercise, exchange or conversion of securities, rights, warrants and options outstanding on the date of this Agreement or referred to in clause (i) above; (h) not amend any material term of any outstanding security issued by the Company or any Subsidiary of the Company; (i) make all capital expenditures, and expenditures relating to leasing, in accordance with the budget of the Company approved by Reckson and Crescent and attached hereto as Section 5.1(i) of the Company Disclosure Schedule and shall not acquire, enter into any option to acquire, or exercise an option or other right or election or enter into any Commitment, including any lease or amendment thereto, for the acquisition of, any real property or other transaction (other than Commitments referred to in the budget attached as Schedule 5.1(i) of the Company Disclosure Schedule) involving payments to or by the Company in excess of $75,000 or which is not included in such budget, encumber assets or commence construction of, or enter into any Commitment to develop or construct, other real estate projects; (j) not amend the Articles of Incorporation, or the Company By- Laws, or the articles or certificate of incorporation, bylaws, code of regulations, partnership agreement, operating agreement or joint venture agreement or comparable charter or organization document of any Active Subsidiary of the Company; (k) grant no options or other right or commitment relating to any Company Securities, or any other security the value of which is measured by shares of Company Common Stock, or any security subordinated to the claim of its general creditors; (l) not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice or in all material respects and in compliance in all material respects accordance with all Applicable Laws and their terms, of liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (2or the notes thereto) use its commercially reasonable efforts to (i) preserve intact its business organization and relationships with customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing having material business relationships with the Company and the Company Subsidiaries; (ii) keep available the services of the directors, officers and employees of the Company and its Subsidiaries, and (iii) maintain included in effect all material Company Permits. Without limiting the generality of the foregoing, except (A) as required by Applicable Law, (B) as set forth in Section 6.1 of the Company Disclosure Schedule, SEC Documents; (Cm) as otherwise required or expressly permitted by, or otherwise contemplated in, not settle any tax certiorari proceeding with respect to the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, Company without Parent’s prior the written consent (with email being sufficient) of Reckson, Crescent and Buyer (which consent shall not be unreasonably withheld); (n) except (1) in order to pay dividends permitted pursuant to this Agreement and to pay transaction expenses related to the Transactions or (2) to finance an acquisition permitted by clause (r) below (which is in accordance with the budget attached hereto as Schedule 5.1(i) of the Company Disclosure Schedule), conditioned not incur, assume or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request guarantee by the Company for such consent, the Company shall not, and shall cause each or any Subsidiary of the Company any indebtedness for borrowed money; (o) except in connection with a transaction that is permitted by the budget attached as Schedule 5.1(i) to the Company Disclosure Schedule, not create or assume by the Company or any Subsidiary of the Company any Lien on any asset other than Company Permitted Liens and Liens which, in the aggregate, do not have and could not reasonably be expected to have a Material Adverse Effect; (p) maintain its books and records in accordance with GAAP consistently applied and not change any method of accounting or accounting practice by the Company or any Subsidiary of the Company, except for any such change required by reason of a change in GAAP; (q) except as set forth in Schedule 5.1(q) of the Company Disclosure Schedule, not (i) grant any severance or termination pay to any director, officer or employee of the Company or any Subsidiary 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 or any Subsidiary of the Company, (iii) increase the benefits payable under any existing severance or termination pay policies or employment agreement, (iv) increase the compensation, bonus or other benefits payable to any director, officer or employee of the Company or any Subsidiary of the Company or (v) adopt any new plan, program or arrangement that would constitute a Plan under Section 3.12 hereof; (r) except as permitted by Section 5.4 hereof, not consummate (or enter into any agreement or agreement in principle with respect to or take any steps to facilitate) any acquisition of stock or assets or operations of another entity, other than any acquisition by the Company in respect of which the cash consideration paid by the Company is less than $100,000 individually and for all such transactions taken together, the aggregate cash consideration paid by the Company is less than $1,000,000; (s) not sell, lease (or amend any existing lease), mortgage, subject to Lien or otherwise dispose of any Company Real Property, except in connection with transactions as contemplated by the budget that is attached as Schedule 5.1(i) of the Company Disclosure Schedule or that does not involve any sale, lease, mortgage, Lien or disposition in excess of 7,500 square feet; (t) not make any loans, advances or capital contributions to, or investments in, any other Person, other than loans, advances and capital contributions to Subsidiaries of the Company in existence on the date hereof; (u) not to:acquire or enter into any option or agreement to acquire, any real property or other transaction involving in excess of $100,000 which is not included in the budget that is attached as Schedule 5.1(i) of the Company Disclosure Schedule; or (v) authorize any of, or commit or agree to take any of, the foregoing actions except as otherwise permitted by this Agreement; provided that as soon as reasonably practicable, the Buying Entities shall appoint an individual as the representative of the Buying Entities for all purposes of this Section 5.1; provided further that the Buying Entities shall be entitled to change the identity of such representative upon notice to the Company of such change. SECTION 5.2