Common use of Conduct Prior to the Closing Date Clause in Contracts

Conduct Prior to the Closing Date. 6.1 Conduct of Business by the Company and the Company Subsidiaries During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company shall, and shall cause the Company Subsidiaries to, carry on its business in the Ordinary Course of Business and in accordance with Applicable Legal Requirements, except: (a) to the extent that Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, delayed or conditioned); or (b) as expressly contemplated by this Agreement or Schedule 6.1 of the Company Disclosure Letter. Without limiting the generality of the foregoing, except as required or expressly permitted by the terms of this Agreement or the Company Disclosure Letter, or as required by Applicable Legal Requirements, without the prior written consent of Parent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company shall not, and shall cause the Company Subsidiaries not to, do any of the following: (a) except as otherwise required by any existing Employee Benefit Plan or Applicable Legal Requirements: (i) materially increase or grant any material increase in the compensation, bonus, fringe or other benefits of, or pay, grant or promise any material bonus to, any current or former employee, director or independent contractor except for any increases in the rate of base salary or wage that does not exceed ten percent (10%) of such Person’s current base salary or wage pursuant to: (A) annual adjustments in the Ordinary Course of Business; or (B) in connection with any promotion or material increase in responsibility of any officer or employee in the Ordinary Course of Business; (ii) grant or pay any severance or change in control pay or benefits to, or otherwise increase the severance or change in control pay or benefits of, any current or former employee, director or independent contractor; (iii) enter into, amend (other than immaterial amendments) or terminate any material Employee Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted a material Employee Benefit Plan if it had been in effect on the date of this Agreement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Employee Benefit Plan; (v) grant any equity or equity-based compensation awards; (vi) grant any award, right, payment or other amount, contingent or otherwise, under the Bonus Plans; (vii) hire any individual as an employee or independent contractor, unless such hiring is in the Ordinary Course of Business, in each case, with individual annual base compensation not to exceed $300,000 or the equivalent thereof, or terminate the employment of any employee (other than for cause) with an individual annual base salary in excess of $300,000 or the equivalent thereof; (viii) enter into, extend, renew or amend any labor agreement, collective bargaining agreement, or any other labor-related agreements with any labor or trade union, employee representative body or association, labor organization, or works council; (ix) recognize or certify any labor or trade union, employee representative body or association, labor organization, or works council or group of employees as the bargaining representative for any employees; or (x) waive the restrictive covenant obligation of any employee with individual annual base compensation in excess of $300,000; (b) (i) transfer, sell, assign, license, sublicense, encumber, impair, abandon, fail to diligently maintain, transfer or otherwise dispose of any right, title or interest of the Company in any material Owned Intellectual Property or material Licensed Intellectual Property; (ii) extend, amend, waive, cancel or modify any material rights in or to any Owned Intellectual Property or Licensed Intellectual Property, in each case, that is material to any business of the Group Companies; (iii) fail to diligently prosecute the patent or trademark applications owned by the Company other than applications the Company, in the exercise of its good faith business judgment, has determined to abandon; or (iv) divulge, furnish to or make accessible, or subject to any obligation to divulge, furnish or make accessible, any Trade Secrets (including the source code for Group Company Software) within Owned Intellectual Property to any third party who is not subject to a written agreement to maintain the confidentiality of such Trade Secrets, other than, in each of (i) through (iii), in the Ordinary Course of Business; provided that in no event shall the Company license on an exclusive basis or sell, assign or otherwise transfer any material Owned Intellectual Property; (c) modify in any material respect any of the Group Companies’ privacy policies, or any administrative, technical or physical safeguards related to privacy or cybersecurity, except (A) to remediate any security issue, (B) to enhance data security or integrity, (C) to comply with Applicable Legal Requirements, or (D) as otherwise directed or required by a Governmental Entity; (d) except for transactions solely among the Company and the Company Subsidiaries: (i) declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock; (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any membership interests, capital stock or any other equity interests, as applicable, in any Group Company; (iii) grant, issue sell or otherwise dispose, or authorize to issue sell, or otherwise dispose any membership interests, capital stock or any other equity or equity-based interests (such as stock options, stock units, restricted stock or other Contracts for the purchase or acquisition of or based on such capital stock), as applicable, in any Group Company; (iv) declare, set aside or pay any dividend or make any other distribution; or (v) issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or ownership interests, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or other ownership interests, or enter into other agreements or commitments of any character obligating it to issue any such shares, equity securities or other ownership interests or convertible or exchangeable securities; (e) amend its Governing Documents, or form or establish any Subsidiary; (f) (i) merge, consolidate or combine with any Person; or (ii) acquire or agree to acquire by merging or consolidating with, purchasing any equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof; (g) terminate, amend or modify in any material respect any Company Real Property Lease (other than any termination, amendment or modification of a Company Real Property Lease that will take place automatically by its terms); (h) other than with respect to the Company Real Property Leases, sell, lease, license, sublicense, abandon, divest, transfer, assign, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do any of the foregoing, or otherwise dispose of material assets or properties, other than pursuant to agreements existing on the date hereof and set forth on Schedule 6.1(h) of the Company Disclosure Letter; (i) (i) issue or sell any debt securities or rights to acquire any debt securities of any of the Group Companies or guarantee any debt securities of another Person; (ii) make or create any loans, advances or capital contributions to, or investments in, any Person other than any of the Group Companies; (iii) create, incur, assume, guarantee or otherwise become liable for, any Indebtedness other than guarantees of any Indebtedness of any Subsidiaries or guarantees by the Company Subsidiaries of the Indebtedness of the Company; (iv) except in the Ordinary Course of Business, create any Liens on any material property or material assets of any of the Group Companies in connection with any Indebtedness thereof (other than Permitted Liens); (v) fail to comply with the terms of the Existing Credit Agreement or take any action, or omit to take any action, that would constitute or result in a default or event of default under the Existing Credit Agreement; or (vi) cancel or forgive any Indebtedness owed to any of the Group Companies; (j) (i) fail to manage the working capital of the Group Companies in the Ordinary Course of Business; (ii) accelerate or delay in any respect material to the Company and its Subsidiaries (A) the collection of any accounts receivable or (B) payment of any accounts payable or accrued expenses, in the case of each of clauses (A) and (B), in advance or beyond the Closing Date (as calculated in accordance with the past practice of the Group Companies) except as consistent with the Ordinary Course of Business; (iii) fail to pay any material Taxes that are required to be paid by the Group Companies after the date hereof and prior to the Closing Date (as calculated in accordance with the past practice of the Group Companies (including reporting positions, elections and accounting methods) in preparing Tax Returns and calculating Taxes due or payable) except where such failure is consistent with the Ordinary Course of Business; and (iv) fail to maintain and manage inventory levels in the Ordinary Course of Business; (k) release, assign, compromise, settle or agree to settle any Legal Proceeding material to the Group Companies or their respective properties or assets; (i) except in the Ordinary Course of Business: (A) modify, amend in a manner that is adverse to the applicable Group Company or terminate any Company Material Contract; (B) enter into any Contract that would have been a Company Material Contract had it been entered into prior to the date of this Agreement; (C) waive, delay the exercise of, release or assign any material rights or claims under any Company Material Contract; or (D) incur or enter into a Contract requiring the Company to pay an increase over prior or existing commitments in excess of $500,000 in any 12-month period or (ii) modify or amend any material term under the Existing Credit Agreement or terminate or allow the termination of the Existing Credit Agreement or any commitments thereunder; (m) except as required by U.S. GAAP (or any interpretation thereof) or Applicable Legal Requirements, make any change in accounting methods, principles or practices; (i) make, change or revoke any material Tax election, (ii) settle or compromise any material Tax claim; (iii) change (or request to change) any method of accounting for Tax purposes; (iv) file any material amended Tax Return; (v) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return); (vi) knowingly surrender any claim for a refund of Taxes; or (vii) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar Legal Requirement) with any Governmental Entity; (o) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up; (p) subject to clause (a) above, enter into or amend any agreement with, or pay, distribute or advance any assets or property to, any of its officers, directors, employees, partners, stockholders or other Affiliates, other than payments or distributions relating to obligations in respect of arm’s length commercial transactions pursuant to the agreements set forth on Schedule 6.1(p) of the Company Disclosure Letter as existing on the date of this Agreement; (q) engage in any material new line of business; (r) take any action or fail to take any action that would reasonably be expected to prevent the First Merger and the Second Merger, taken together, from constituting an integrated transaction described in Rev. Rul. 2001-46, 2001-2 C.B. 321 that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations; (s) (i) limit the rights of any Group Company: (A) to engage in any line of business or in any geographic area; (B) to develop, market or sell products or services; or (C) to compete with any Person; or (ii) grant any exclusive rights to any Person; (t) terminate or amend, in a manner materially detrimental to any Group Company, any material insurance policy insuring the business of any Group Company; (u) amend in a manner materially detrimental to any Group Company, terminate, permit to lapse or fail to use reasonable best efforts to maintain any Approval; or (v) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Sections 6.1(a) through (u) above.

Conduct Prior to the Closing Date. 6.1 6.1. Conduct of Business by the Company and Company, the Company Subsidiaries Subsidiaries, New PubCo and Merger Sub. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Second Effective Time, the Company Company, New PubCo and Merger Sub shall, and the Company shall cause each of the Company Subsidiaries to, other than as a result of or in connection with COVID-19, carry on its business in the Ordinary Course of Business ordinary course and in accordance with Applicable applicable Legal Requirements, except: (ax) to the extent that Parent SPAC shall otherwise consent in advance and in writing (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed); or (by) as expressly contemplated by this Agreement or Schedule any of the other Transaction Agreements; or (z) as expressly set forth in Section 6.1 of the Company Disclosure Letter. Without limiting the generality of the foregoing, except (i) as required or expressly permitted contemplated by the terms of this Agreement or any of the other Transaction Agreements, (ii) or as required by applicable Legal Requirements, (iii) as a result of or in connection with a COVID-19 Measure or, (iv) as expressly set forth in Section 6.1 of the Company Disclosure Letter, or as required by Applicable Legal Requirements, without the prior written consent of ParentSPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Second Effective Time, the Company Company, New PubCo and Merger Sub shall not, and the Company shall cause the Company Subsidiaries not to, do any of the following: (a) except in the ordinary course of business or as otherwise required by any existing Employee Benefit Plan or Applicable applicable Legal Requirements: (i) materially increase or grant any material increase in the compensation, bonus, fringe or other benefits of, or pay, grant or promise any material bonus to, any current or former employee, director or independent contractor contractor, except for any (A) individual increases of not more than 5% in the rate of base salary or wage that does not exceed ten percent rate of any current employee who has annual base compensation of more than $175,000 (10%or its equivalent in another currency) of such Person’s current base salary or wage pursuant to: (A) annual adjustments in the Ordinary Course ordinary course of Business; or business and (B) the payment of annual bonuses and other short-term incentive compensation in connection the ordinary course of business (including with any promotion or material increase in responsibility respect to the determination of the achievement of any officer applicable performance objectives, whether qualitative or employee in the Ordinary Course of Businessquantitative); (ii) grant or pay any severance severance, retention, transaction or change in control pay or benefits to, or otherwise increase the severance severance, retention, transaction or change in control pay or benefits of, any current or former employee, director or independent contractor, other than the payment of severance in the ordinary course of business in exchange for a release of claims; (iii) enter into, materially amend (other than immaterial amendments) or terminate any material Employee Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted a material an Employee Benefit Plan if it had been in effect on the date of this Agreement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Employee Benefit PlanPlan or otherwise; (v) grant any equity or equity-based compensation awards; awards other than in the ordinary course of business or (vi) grant hire or terminate any award, right, payment or other amount, contingent or otherwise, under the Bonus Plans; (vii) hire any individual as an employee or independent contractor, unless such hiring is in the Ordinary Course of Business, in each case, with individual whose annual base compensation not to exceed is $300,000 150,000 (or the its equivalent thereofin another currency) or more, or terminate the employment of any employee (other than terminations for cause) with an individual annual base salary in excess of $300,000 or the equivalent thereof; (viii) enter into, extend, renew or amend any labor agreement, collective bargaining agreement, or any other labor-related agreements with any labor or trade union, employee representative body or association, labor organization, or works council; (ix) recognize or certify any labor or trade union, employee representative body or association, labor organization, or works council or group of employees as the bargaining representative for any employees; or (x) waive the restrictive covenant obligation of any employee with individual annual base compensation in excess of $300,000; (b) (i) transfer, sell, assign, license, sublicense, encumber, impair, abandon, fail to diligently maintain, transfer abandon or otherwise dispose of any right, title or interest of the Company in or to any material Owned Intellectual Property that is material to any of the Group Companies, New PubCo or material Licensed Intellectual PropertyMerger Sub (or any of their respective businesses); or (ii) voluntarily extend, amend, waive, cancel or modify any material rights in or to any Owned Intellectual Property or Licensed Intellectual Property, in each case, that is material to any business of the Group Companies; , New PubCo or Merger Sub (iii) fail to diligently prosecute the patent or trademark applications owned by the Company other than applications the Company, in the exercise any of its good faith business judgment, has determined to abandon; or (iv) divulge, furnish to or make accessible, or subject to any obligation to divulge, furnish or make accessible, any Trade Secrets (including the source code for Group Company Software) within Owned Intellectual Property to any third party who is not subject to a written agreement to maintain the confidentiality of such Trade Secretstheir respective businesses), other than, in each of clauses (i) through (iiiii), non-exclusive licenses granted in the Ordinary Course ordinary course of Business; provided that business or expirations of Intellectual Property in no event shall accordance with the Company license on an exclusive basis or sell, assign or otherwise transfer any material Owned Intellectual Propertyapplicable statutory term (if such term is non-renewable); (c) modify in any material respect any of the Group Companies’ privacy policies, or any administrative, technical or physical safeguards related to privacy or cybersecurity, except (A) to remediate any security issue, (B) to enhance data security or integrity, (C) to comply with Applicable Legal Requirements, or (D) as otherwise directed or required by a Governmental Entity; (d) except for transactions solely among the Company and Company, the Company Subsidiaries, New PubCo and Merger Sub: (i) declare, set aside or pay any dividends on or make any other distributions (whether in cash, stockshares, equity securities or property) in respect of any share capital stock or otherwise, or split, combine or reclassify any share capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stockshare capital; (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any membership interests, shares, capital stock or any other equity interests, as applicable, in any Group Company, New PubCo or Merger Sub; or (iii) grant, issue sell or otherwise dispose, or authorize to issue issue, sell, or otherwise dispose any membership interests, shares, capital stock or any other equity or equity-based interests (such as share or stock options, share or stock units, restricted shares or stock or other Contracts for the purchase or acquisition of such shares or based on such capital stock), as applicable, in any Group Company; , New PubCo or Merger Sub (ivother than as expressly required by the Subscription Agreements); (d) declare, set aside or pay any dividend or make any other distribution; or (v) issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or ownership interests, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or other ownership interests, or enter into other agreements or commitments of any character obligating it to issue any such shares, equity securities or other ownership interests or convertible or exchangeable securitiesamend its Governing Documents; (e) amend its Governing Documents, except in the ordinary course of business or form or establish any Subsidiary; (fexcept as set forth in Section 6.1(e) of the Company Disclosure Letter: (i) merge, consolidate or combine with any Persona third party, other than with SPAC; or (ii) acquire or agree to acquire by merging or consolidating with, purchasing any a majority of the equity interest in or a substantial portion all or substantially all of the assets of, or by any other manner, any third-party business or any corporation, partnership, association or other business organization or division thereof, unless such transactions under (i) and (ii) individually or in the aggregate, would not require the presentation of any financial statements of a business acquired or to be acquired pursuant to Rule 3-05 of Regulation S-X and would not reasonably be expected to prevent or materially delay the consummation of the Transactions; (gf) terminate, voluntarily dispose of or amend or modify in any material respect any Company Real Property Lease (other than any terminationin the ordinary course of business or as would not reasonably be expected to be material to the Group Companies, amendment New PubCo or modification of a Company Real Property Lease that will take place automatically by its terms)Merger Sub, individually or in the aggregate; (hg) other than with respect to the Company Real Property LeasesLeases and Intellectual Property, voluntarily sell, lease, license, sublicense, abandon, divest, transfer, assign, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do any of the foregoingforegoing with respect to, or otherwise dispose of material assets or properties, other than in the ordinary course of business or pursuant to agreements Contracts existing on the date hereof and set forth on Schedule 6.1(h) of the Company Disclosure Letterhereof; (ih) (i) issue or sell any debt securities or rights to acquire any debt securities of any of the Group Companies or guarantee any debt securities of another Person; (ii) make or make, create any loans, advances or capital contributions to, or investments in, any Person other than any of the Group Companies, New PubCo or Merger Sub and other than advances for business expenses and loans or advances to customers and suppliers in the ordinary course of business; (iiiii) create, incur, assume, guarantee or otherwise become liable for, any Indebtedness incurred after the date hereof in excess of $20,000,000 (or its equivalent in another currency) in the aggregate other than (w) in connection with additional borrowings, extensions of credit and other financial accommodations from the existing lenders or under existing credit facilities, notes and other Indebtedness existing as of the date of this Agreement, (x) guarantees of any Indebtedness of any Company Subsidiaries or guarantees by the Company Subsidiaries of the Indebtedness of the Company, New PubCo or Merger Sub, (y) Indebtedness that qualifies as Company Transaction Expenses or (z) Indebtedness incurred in connection with any transaction permitted under Section 6.1(e); (iviii) except in the Ordinary Course ordinary course of Businessbusiness, create any Liens on any material property or material assets of any of the Group Companies Companies, New PubCo or Merger Sub in connection with any Indebtedness thereof (other than Permitted Liens); (v) fail to comply with the terms of the Existing Credit Agreement or take any action, or omit to take any action, that would constitute or result in a default or event of default under the Existing Credit Agreement; or (viiv) cancel or forgive any Indebtedness owed to any of the Group Companies, New PubCo or Merger Sub other than ordinary course compromises of amounts owed to the Group Companies, New PubCo or Merger Sub by their respective customers; (j) (i) fail to manage the working capital of the Group Companies in the Ordinary Course of Business; (ii) accelerate or delay in any respect material to the Company and its Subsidiaries (A) the collection of any accounts receivable or (B) payment of any accounts payable or accrued expenses, in the case of each of clauses (A) and (B), in advance or beyond the Closing Date (as calculated in accordance with the past practice of the Group Companies) except as consistent with the Ordinary Course of Business; (iii) fail to pay any material Taxes that are required to be paid by the Group Companies after the date hereof and prior to the Closing Date (as calculated in accordance with the past practice of the Group Companies (including reporting positions, elections and accounting methods) in preparing Tax Returns and calculating Taxes due or payable) except where such failure is consistent with the Ordinary Course of Business; and (iv) fail to maintain and manage inventory levels in the Ordinary Course of Business; (k) release, assign, compromise, settle or agree to settle any Legal Proceeding involving payments by any Group Company, New PubCo or Merger Sub of $100,000 (or its equivalent in another currency) or more, or that imposes any material to non-monetary obligations on a Group Company, New PubCo or Merger Sub (excluding, for the Group Companies avoidance of doubt, confidentiality, non-disparagement or their respective properties or assetsother similar obligations incidental thereto); (i) except in the Ordinary Course ordinary course of Businessbusiness or as would not reasonably be expected to be material to the Group Companies, New PubCo or Merger Sub, individually or in the aggregate: (A) modify, amend in a manner that is adverse to the applicable Group Company Company, New PubCo or Merger Sub or terminate any Company Material Contract; (B) enter into any Contract that would have been a Company Material Contract Contract, had it been entered into prior to the date of this Agreement; or (C) waive, delay the exercise of, release or assign any material rights or claims under any Company Material ContractContract (other than assignments by the applicable Group Company, New PubCo or Merger Sub to any other Group Company, New PubCo or Merger Sub); or (D) incur or enter into a Contract requiring the Company to pay an increase over prior or existing commitments in excess of $500,000 in any 12-month period or (ii) modify or amend any material term under the Existing Credit Agreement Agreements or terminate or allow the termination of the Existing Credit Agreement Agreements or any commitments thereunder; (mk) except as required by U.S. GAAP IFRS (or any interpretation thereof) or Applicable applicable Legal RequirementsRequirements (including to obtain compliance with PCAOB auditing standards), make any material change in accounting methods, principles or practices; (l) (i) make, change or revoke any material Tax election, election (in each case other than actions in respect of such Tax elections that would be consistent with the past practice of the Company); (ii) settle or compromise any material Tax claim; liability, enter into any closing agreement in respect of material Taxes or enter into any Tax sharing or similar agreement, (iii) change (or request to change) file any method amended material Tax Return other than any such amendments that would be consistent with the past practice of accounting for Tax purposes; the Company, (iv) file consent to any extension or waiver of the statute of limitations regarding any material amended amount of Taxes or in respect to any material Tax Return; attribute that would give rise to any claim or assessment of Taxes, in each case other than any such extensions or waivers that would be consistent with the past practice of the Company, (v) waive settle or extend consent to any statute claim or assessment relating to any material amount of limitations in respect of a period within which an assessment Taxes or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return); (vi) knowingly surrender or allow to expire any right to claim for a refund of material Taxes; or (vii) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar Legal Requirement) with any Governmental Entity; (om) take, or fail to take, any action if such action, or failure to take such action, would reasonably be expected to prevent, impair or impede the Intended Tax Treatment; (n) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-upup of the Company, New PubCo or Merger Sub; (po) subject to clause (a) aboveSection 6.1(a), enter into or amend any agreement with, or pay, distribute or advance any assets or property to, any of its officers, directors, employees, partnersshareholders, stockholders or other AffiliatesAffiliates (including any direct or indirect controlling equityholder of the Company Shareholder, but other than the Group Companies, New PubCo or Merger Sub), other than (i) payments or distributions relating to obligations in respect of arm’s arm’s-length commercial transactions pursuant to the agreements set forth on Schedule 6.1(ptransactions, (ii) reimbursement for reasonable expenses incurred in connection with any of the Company Disclosure Letter as existing on Group Companies, New PubCo or Merger Sub, (iii) Employee Benefit Plans and (iv) employment arrangements entered into in the date of this Agreementordinary course; (qp) engage in any material new line of businessbusiness (it being understood that this Section 6.1(p) shall not restrict the Group Companies from extending its business into new geographies); (i) modify or amend any of the Subscription Agreements or enter into or amend any other agreement related to the PIPE Investment, or (ii) modify or amend the Company Shareholder Subscription Agreement or enter into, modify, amend or terminate any other agreement related to the Company Shareholder PIPE Investment; (r) take amend or enter into any action or fail to take any action that would reasonably be expected to prevent the First Merger and the Second Merger, taken together, from constituting an integrated transaction described Contract set forth in Rev. Rul. 2001-46, 2001-2 C.B. 321 that qualifies as a “reorganization” within the meaning of Section 368(a4.20(a) of the Code and Company Disclosure Letter (or that would have been required to be set forth therein if such Contract existed on the Treasury Regulations; (sdate hereof) (i) limit the rights or any Contract of any Group Company: (A) to engage a type described in any line of business or in any geographic area; (B) to develop, market or sell products or services; or (C) to compete with any Person; or (ii) grant any exclusive rights to any Person; (t) terminate or amend, in a manner materially detrimental to any Group Company, any material insurance policy insuring the business of any Group Company; (u) amend in a manner materially detrimental to any Group Company, terminate, permit to lapse or fail to use reasonable best efforts to maintain any ApprovalSection 4.22; or (vs) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Sections Section 6.1(a) through (u) aboveSection 6.1(r).

Conduct Prior to the Closing Date. Section 6.1 Conduct of Business by the Company Companies and the Company Subsidiaries of the Companies. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and or the Effective TimeClosing, the each Company shall, and shall cause the Company its respective Subsidiaries to, carry on conduct its business in the Ordinary Course of Business and in accordance with Applicable Legal RequirementsBusiness, except: (a) to the extent that Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed); or , (b) as expressly contemplated by this Agreement (including the Pre-Closing Reorganization) or Schedule 6.1 of the Company Disclosure LetterLetters or (c) in response to COVID-19 (including any COVID-19 Measures). Without limiting the generality of the foregoingIn addition, except as required or expressly permitted by the terms of this Agreement (including the Pre-Closing Reorganization) or the Company Disclosure LetterLetters, or as required by Applicable applicable Legal Requirements, Requirements (including any COVID-19 Measures) without the prior written consent of Parent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and or the Effective TimeClosing, the each Company shall not, and shall cause the Company its respective Subsidiaries not to, do any of the following: (a) except as otherwise required by any existing Employee Benefit Plan or Applicable Legal Requirements: (i) materially increase or grant any material increase in the compensation, bonus, fringe bonus or other benefits of, or pay, grant or promise any material bonus to, any current or former employee, director or independent contractor except for any increases increase in the rate of base salary or wage that does not exceed ten percent (10%) of such Person’s current for employees with an annual base salary or wage pursuant to: (A) annual adjustments in the Ordinary Course of Business; or (B) in connection with any promotion or material increase in responsibility of any officer or employee below $150,000 in the Ordinary Course of Business; (ii) grant or pay any severance or change in control pay or benefits to, or otherwise increase the severance or change in control pay or benefits of, any current or former employee, director or independent contractor; (iii) enter into, amend (other than immaterial amendments) or terminate any material Employee Company Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted a material Employee Company Benefit Plan if it had been in effect on the date of this Agreement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Employee Company Benefit Plan; or (v) grant any equity or equity-based compensation awards; (vi) grant any award, right, payment or other amount, contingent or otherwise, under the Bonus Plans; (vii) hire any individual as an employee or independent contractor, unless such hiring is in the Ordinary Course of Businessexcept, in each case, with individual annual base compensation not to exceed $300,000 or the equivalent thereof, or terminate the employment of any employee (other than for cause) with an individual annual base salary in excess of $300,000 or the equivalent thereof; (viii) enter into, extend, renew or amend any labor agreement, collective bargaining agreement, or any other labor-related agreements with any labor or trade union, employee representative body or association, labor organization, or works council; (ix) recognize or certify any labor or trade union, employee representative body or association, labor organization, or works council or group of employees as the bargaining representative for any employees; or (x) waive as required by the restrictive covenant obligation terms of any employee with individual annual base compensation Company Benefit Plan as in excess effect as of $300,000the date of this Agreement, or (y) for immaterial changes to Company Benefit Plans available to all employees generally; (b) (i) abandon, cancel, permit to lapse or expire, transfer, sell, assign, license, sublicense, covenant not to xxx with respect to, encumber, impair, abandon, fail to diligently maintain, transfer impair or otherwise dispose of any right, title or interest of the Company in any material Owned Intellectual Property or material Licensed Intellectual Property(other than non-exclusive licenses granted in the Ordinary Course of Business); (ii) extend, amend, waive, cancel or modify any material rights in or to any Owned Licensed Intellectual Property or Licensed agree to transfer or license (other than non-exclusively license in the Ordinary Course of Business) to any Person future Intellectual Property, in each case, that is material to any business of the Group Companies; (iii) fail to diligently prosecute the patent or trademark applications owned by the Company other than applications the Company, in the exercise of its good faith business judgment, has determined to abandon; or (iviii) divulge, furnish to or make accessible, or subject to accessible any obligation to divulge, furnish or make accessible, any material Trade Secrets (including included in the source code for Group Company Software) within Owned Intellectual Property to any third party Person who is not subject to a an enforceable written agreement to maintain the confidentiality of such Trade Secrets, other than, in each of (i) through (iii), in the Ordinary Course of Business; provided that in no event shall the Company license on an exclusive basis or sell, assign or otherwise transfer any material Owned Intellectual Property; (c) modify in any material respect any of the Group Companies’ privacy policies, or any administrative, technical or physical safeguards related to privacy or cybersecurity, except (A) to remediate any security issue, (B) to enhance data security or integrity, (C) to comply with Applicable Legal Requirements, or (D) as otherwise directed or required by a Governmental Entity; (d) except for transactions solely among the Company Companies and the Company SubsidiariesSubsidiaries of the Companies or as required to effect the Pre-Closing Reorganization: (i) declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock; (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any membership interests, capital stock or any other equity interests, as applicable, in any Group Companysuch Company or its Subsidiaries; (iii) grant, issue sell or otherwise dispose, or authorize to issue sell, or otherwise dispose any membership interests, capital stock or any other equity or equity-based interests (such as stock options, stock units, restricted stock or other Contracts for the purchase or acquisition of or based on such capital stock), as applicable, in any Group Company; (iv) declare, set aside such Company or pay any dividend or make any other distributionits Subsidiaries; or (viv) issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or ownership interests, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or other ownership interests, or enter into other agreements or commitments of any character obligating it to issue any such shares, equity securities or other ownership interests or convertible or exchangeable securities, provided that, notwithstanding anything in this Agreement to the contrary, SNR and its Subsidiaries shall be permitted to declare, set aside or pay any cash distributions, or repurchase or redeem its membership interests for cash, in each case, at any time prior to the Closing (an “SNR Permitted Pre-Closing Transaction”); (ed) amend its Governing the Charter Documents, or form or establish any SubsidiarySubsidiary (other than as required to effect the Pre-Closing Reorganization); (e) sell, lease, license, sublicense, abandon, divest, transfer, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do any of the foregoing, or otherwise dispose of assets or properties, individually or in the aggregate, having a value in excess of $4,000,000, other than any sale, lease or disposition in the Ordinary Course of Business or pursuant to agreements existing on the date hereof and set forth on Section 6.1(f) of the Company Disclosure Letters; (f) other than as required to effect the Pre-Closing Reorganization, (i) merge, consolidate or combine with any Person; or (ii) acquire or agree to acquire by merging or consolidating with, purchasing any equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereofthereof or (iii) buy, purchase or otherwise acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any securities, properties or businesses; (g) terminate, amend or modify in any material respect any Company Real Property Lease (other than any termination, amendment or modification of a Company Real Property Lease that will take place automatically by its terms); (h) other than with respect to the Company Real Property Leases, sell, lease, license, sublicense, abandon, divest, transfer, assign, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do any of the foregoing, or otherwise dispose of material assets or properties, other than pursuant to agreements existing on the date hereof and set forth on Schedule 6.1(h) of the Company Disclosure Letter; (i) incur, grant, issue, create, assume, refinance, guarantee or otherwise become liable for (iwhether directly, contingently or otherwise) any Indebtedness in excess of $4,000,000; (ii) issue or sell any debt securities or rights to acquire any debt securities of any of the Group Companies such Company or its Subsidiaries or guarantee any debt securities of another Person; (iiiii) make make, incur, create or create assume any loans, advances or capital contributions to, or investments in, or guarantee any Indebtedness of, any Person other than any such Company or its Subsidiaries except for loans, advances or capital contributions pursuant to and in accordance with the terms of agreements or legal obligations existing as of the Group Companies; (iiidate of this Agreement, in each case set forth on Section 6.1(g) create, incur, assume, guarantee or otherwise become liable for, any Indebtedness other than guarantees of any Indebtedness of any Subsidiaries or guarantees by the Company Subsidiaries of the Indebtedness of the CompanyDisclosure Letters; (iv) except in the Ordinary Course of Business, create any material Liens on any material property or material assets of any of the Group Companies such Company or its Subsidiaries in connection with any Indebtedness thereof (other than Permitted Liens); (v) fail to comply with the terms of the Existing Credit Agreement any Indebtedness or take any action, or omit to take any action, that would constitute or result in a default or event of default under the Existing Credit Agreementany Indebtedness; or (vi) cancel or forgive any Indebtedness owed to any of the Group Companies; such Company or its Subsidiaries; or (jvii) make, incur or commit to make or incur any material capital expenditures, except for Stage 2 Capex and maintenance capital expenditures (i) fail being expenditures needed to manage the working capital of the Group Companies maintain, repair or replace any tangible assets to continue to operate in the Ordinary Course of Business; ); (iih) accelerate waive, release, compromise, settle, pay or delay in satisfy any respect pending or threatened material to the Company and its Subsidiaries claim (Awhich shall include, but not be limited to, any pending or threatened litigation) the collection of or compromise or settle any accounts receivable or (B) payment of any accounts payable or accrued expensesliability, in the case of each of clauses (A) and (B), in advance or beyond the Closing Date (as calculated in accordance with the past practice of the Group Companies) except as consistent with the Ordinary Course of Business; (iii) fail to pay any material Taxes that are required to be paid by the Group Companies after the date hereof and prior to the Closing Date (as calculated in accordance with the past practice of the Group Companies (including reporting positions, elections and accounting methods) in preparing Tax Returns and calculating Taxes due or payable) except where such failure is consistent with the Ordinary Course of Business; and (iv) fail to maintain and manage inventory levels other than in the Ordinary Course of Business; (k) release, assign, compromise, settle Business or agree to settle any Legal Proceeding material to that otherwise do not exceed $10,000,000 in the Group Companies aggregate and would not prohibit or materially restrict such Company or its Subsidiaries from operating their respective properties businesses substantially as currently conducted or assetsanticipated to be conducted; (i) except in the Ordinary Course of Business: (A) modify, amend in a manner that is adverse or terminate prior to the applicable Group Company expiration of its term or terminate the completion of performance of any Company executory obligations under any Material Contract; (B) enter into any Contract that would have been a Company Material Contract had it been entered into prior to the date of this Agreement; (C) waive, delay the exercise of, release or assign any material rights or claims under any Company Material Contract; or (DC) incur or enter into a Contract requiring the Company Companies to pay an increase over prior or existing commitments in excess of $500,000 5,000,000 in any 12-month period or (ii) modify or amend any material term under the Existing Credit Agreement or terminate or allow the termination of the Existing Credit Agreement or any commitments thereunderperiod; (mj) except as required by U.S. GAAP (or any interpretation thereof) or Applicable applicable Legal Requirements, revalue any of its assets or make any change in accounting methods, principles or practices; (k) (i) make, change or revoke any material Tax election, (ii) settle or compromise any material Tax claimclaim or liability; (iiiii) change (or request to change) any aspect of any material method of accounting for Tax purposes; (iii) agree to make any adjustment pursuant to Section 481(a) of the Code or any similar Legal Requirement or proposed any such adjustment with a Governmental Entity; (iv) prepare or file any material amended Tax Return; (v) waive or extend any statute of limitations in respect of a Taxes or period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return); or (vi) knowingly surrender any claim for a refund of material Taxes; or (vii) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar Legal Requirement) with any Governmental EntityEntity or (viii) incur any liability for material Taxes other than in the Ordinary Course of Business; (ol) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up; (pm) subject to clause (a) above, enter into or amend any agreement with, or pay, distribute or advance any assets or property to, any of its officers, directors, employees, partners, stockholders or other Affiliates, other than payments or distributions relating to obligations in respect of arm’s arms-length commercial transactions pursuant to the agreements set forth on Schedule 6.1(pSection 6.1(m) of the Company Disclosure Letter Letters as existing on the date of this Agreement; (qn) engage in any material new line of business; (r) take any action or fail to take any action that would reasonably be expected to prevent the First Merger and the Second Merger, taken together, from constituting an integrated transaction described in Rev. Rul. 2001-46, 2001-2 C.B. 321 that qualifies as a “reorganization” within the meaning of Section 368(a) business outside of the Code business currently conducted by such Company and its Subsidiaries as of the Treasury Regulations; (s) (i) limit the rights date of any Group Company: (A) to engage in any line of business or in any geographic area; (B) to develop, market or sell products or services; or (C) to compete with any Person; or (ii) grant any exclusive rights to any Person; (t) terminate or amend, in a manner materially detrimental to any Group Company, any material insurance policy insuring the business of any Group Company; (u) amend in a manner materially detrimental to any Group Company, terminate, permit to lapse or fail to use reasonable best efforts to maintain any Approvalthis Agreement; or (vo) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Sections Section 6.1(a) through (un) above. Nothing contained in this Agreement shall give Parent, directly or indirectly, any right to control or direct the operations of any such Company or its Subsidiaries prior to the Closing. Prior to the Closing, each Company and Parent shall exercise, consistent with the other terms and conditions of this Agreement, complete control and supervision over their businesses.

Conduct Prior to the Closing Date. 6.1 5.1 Conduct of Business by of the Company and the Company Subsidiaries Companies. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing Date, each Company and Stockholder agrees, unless otherwise required pursuant to the express terms of this Agreement or if Buyer has given its terms and the Effective Time, the Company shall, and shall cause the Company Subsidiaries to, carry on its business in the Ordinary Course of Business and in accordance with Applicable Legal Requirements, except: (a) to the extent that Parent shall otherwise prior consent in writing (such which consent shall not be unreasonably withheld), to carry on the Companies' respective businesses in the usual, regular and ordinary course of business, to pay the Companies' respective Liabilities and Taxes when due in the usual, regular and ordinary course of business, to pay or perform other obligations when due in the usual, regular and ordinary course of business (other than Liabilities, Taxes and other obligations, if any, contested in good faith through appropriate proceedings), and to use reasonable efforts to preserve intact the Companies' respective business organizations, keep available the services of their respective officers and key employees, preserve their respective relationships with key providers, subscribers, suppliers, licensors, licensees, independent contractors and other Persons having business dealings with them, and maintain the Companies' respective Permits and Approvals, all with the express purpose and intent of preserving unimpaired each Company's goodwill and ongoing businesses through the Closing Date. Except as otherwise expressly permitted by this Agreement, no Company or Stockholder shall, without the prior written consent of Buyer (which consent shall not be unreasonably withheld), take or agree in writing or otherwise to take any action that would make any of the Companies' or Stockholders' respective representations or warranties contained in this Agreement to be untrue or incorrect or prevent any Company or Stockholder from performing, or cause any Company or Stockholder not to perform, its or his respective agreements and covenants hereunder or knowingly cause any condition to Buyer's closing obligations in Section 8.1 or Section 8.3 not to be unreasonably withheld, delayed or conditioned); or (b) as expressly contemplated by this Agreement or Schedule 6.1 of the Company Disclosure Lettersatisfied. Without limiting the generality of the foregoing, except as required or expressly permitted by the terms of this Agreement or the Company Disclosure Letter, or as required by Applicable Legal Requirements, without the prior written consent of Parent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and or the Effective TimeClosing Date, the except as required or expressly permitted by this Agreement, no Company shall not, and or Stockholder shall cause the Company Subsidiaries not to, do or permit any of the following:following with respect to any Company without the prior written consent of Buyer (which consent shall (i) not be unreasonably withheld, except in the case of those matters set forth in subsections (b), (d) and (u) below, with respect to which Buyer may grant or deny consent in its sole and absolute discretion, and (ii) be granted as promptly as reasonably practicable, and in any event within two Business Days, or such shorter period as may be warranted due to exigent circumstances): (a) except as otherwise required by cause or permit any existing Employee Benefit Plan amendments to its articles of incorporation or Applicable Legal Requirements: by-laws (i) materially increase or grant any material increase in the compensation, bonus, fringe or other benefits of, or pay, grant or promise any material bonus to, any current or former employee, director or independent contractor except for any increases in the rate of base salary or wage that does not exceed ten percent (10%) of such Person’s current base salary or wage pursuant to: (A) annual adjustments in the Ordinary Course of Business; or (B) in connection with any promotion or material increase in responsibility of any officer or employee in the Ordinary Course of Business; (ii) grant or pay any severance or change in control pay or benefits to, or otherwise increase the severance or change in control pay or benefits of, any current or former employee, director or independent contractor; (iii) enter into, amend (other than immaterial amendments) or terminate any material Employee Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted a material Employee Benefit Plan if it had been in effect on the date of this Agreement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Employee Benefit Plan; (v) grant any equity or equity-based compensation awards; (vi) grant any award, right, payment or other amount, contingent or otherwise, under the Bonus Plans; (vii) hire any individual as an employee or independent contractor, unless such hiring is in the Ordinary Course of Business, in each case, with individual annual base compensation not to exceed $300,000 or the equivalent thereof, or terminate the employment of any employee (other than for cause) with an individual annual base salary in excess of $300,000 or the equivalent thereof; (viii) enter into, extend, renew or amend any labor agreement, collective bargaining agreement, or any other labor-related agreements with any labor or trade union, employee representative body or association, labor organization, or works council; (ix) recognize or certify any labor or trade union, employee representative body or association, labor organization, or works council or group of employees as the bargaining representative for any employees; or (x) waive the restrictive covenant obligation of any employee with individual annual base compensation in excess of $300,000comparable organizational documents); (b) (i) transfer, sell, assign, license, sublicense, encumber, impair, abandon, fail to diligently maintain, transfer or otherwise dispose of any right, title or interest of the Company in any material Owned Intellectual Property or material Licensed Intellectual Property; (ii) extend, amend, waive, cancel or modify any material rights in or to any Owned Intellectual Property or Licensed Intellectual Property, in each case, that is material to any business of the Group Companies; (iii) fail to diligently prosecute the patent or trademark applications owned by the Company other than applications the Company, in the exercise of its good faith business judgment, has determined to abandon; or (iv) divulge, furnish to or make accessible, or subject to any obligation to divulge, furnish or make accessible, any Trade Secrets (including the source code for Group Company Software) within Owned Intellectual Property to any third party who is not subject to a written agreement to maintain the confidentiality of such Trade Secrets, other than, in each of (i) through (iii), in the Ordinary Course of Business; provided that in no event shall the Company license on an exclusive basis or sell, assign or otherwise transfer any material Owned Intellectual Property; (c) modify in any material respect any of the Group Companies’ privacy policies, or any administrative, technical or physical safeguards related to privacy or cybersecurity, except (A) to remediate any security issue, (B) to enhance data security or integrity, (C) to comply with Applicable Legal Requirements, or (D) as otherwise directed or required by a Governmental Entity; (d) except for transactions solely among the Company and the Company Subsidiaries: (i) declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock of its Equity Securities or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its Equity Securities; (c) enter into any capital stock; Contract or commitment, or amend or otherwise modify or waive any of the terms of any of its Contracts, other than (i) Contracts with providers (other than any Affiliate or Associate of any Company) entered into in the ordinary course of business that have a term of not more than one year and, in the case of any provider that is a hospital or similar facility, which involve total obligations of less than $1,000,000 per annum, and (ii) repurchase, redeem or Contracts (excluding Contracts with providers) which involve total obligations of less than $50,000 per annum and which are not otherwise acquire, or offer material to repurchase, redeem or otherwise acquire, any membership interests, capital stock or any other equity interests, as applicable, in any Group the business of the contracting Company; provided that the Companies shall notify Buyer prior to entering into any Contract with a provider (iiiother than a hospital or similar facility) grant, issue sell that involves total obligations of $150,000 or otherwise dispose, or authorize to issue sell, or otherwise dispose any membership interests, capital stock or any other equity or equity-based interests more per annum; (such as stock options, stock units, restricted stock or other Contracts for the purchase or acquisition of or based on such capital stock), as applicable, in any Group Company; (iv) declare, set aside or pay any dividend or make any other distribution; or (vd) issue, deliverdeliver or sell or authorize or propose the issuance, selldelivery or sale of, authorize, pledge or otherwise encumberany Equity Securities, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or ownership interests, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or other ownership interests, or enter into other agreements or commitments of any character obligating it to issue any such shares, equity securities shares or other ownership interests or convertible or exchangeable securities; (e) amend its Governing Documents, transfer to any person or form entity any rights to any Intellectual Property other than non-exclusive licenses in connection with the provision of services or establish any Subsidiarybenefits in the ordinary course of business; (f) sell, lease, license or otherwise dispose of or encumber any Assets and Properties of any Company, other than transactions in connection with cash management and investment activities entered into in the ordinary course of business, consistent with past practice, provided that the Company specifically notifies Buyer of all such transactions in excess of $100,000; (g) acquire any Assets and Properties from any other Person, other than acquisitions in the ordinary course of business, consistent with past practice, not to exceed $100,000 in the aggregate during any month; (h) incur any Indebtedness, other than (i) mergeIndebtedness incurred by Well Care HMO or HealthEase in the ordinary course of business, consolidate consistent with past practice, not to exceed $50,000 in any instance or combine with $100,000 in the aggregate during any Person; month, or (ii) Indebtedness of Well Care HMO or HealthEase to any Stockholder evidenced by a new surplus note issued to such Stockholder, provided that (A) the Companies shall notify Buyer thereof in advance and (B) any such new surplus notes shall be repaid from the Cash Consideration at Closing pursuant to Section 6.19 as though they had been disclosed in Schedule 2.3(g); (i) enter into any operating lease, other than in the ordinary course of business, consistent with past practice, and providing for payments of not greater than $50,000 over the term of the lease in any instance or $100,000 in the aggregate during any month; (j) pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) arising other than in the ordinary course of business, other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Companies' Financials and reasonable expenses incurred in connection with the transactions contemplated by this Agreement; (k) make any capital expenditures, capital additions or capital improvements, other than in the ordinary course of business, consistent with past practice, not to exceed $50,000 in any instance or $100,000 in the aggregate during any month; (l) reduce the amount of any insurance coverage provided by existing insurance policies, or fail to renew any such insurance policy; (m) terminate or waive any right of substantial value; (n) (i) adopt or amend any employee benefit or stock purchase or option plan, (ii) hire any new director level or officer level consultant or employee, (iii) pay any special bonus or special remuneration to any employee, consultant or director or (iv) increase the salaries, wage rates, bonus levels, benefits, severance, termination pay, perquisites or compensation of any employee or consultant, other than increases in salaries or wage rates to non-director level or non-officer level employees, on an individual basis, in the ordinary course of business consistent with past practice; (o) establish or modify any targets, goals, pools or similar provisions under any Plan, employment Contract or other employee compensation arrangement or independent contractor Contract or other compensation arrangement; (p) commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where such Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Buyer prior to the filing of such a suit, or (iii) for a breach of this Agreement; (q) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof; (gr) terminateexcept as specifically permitted or required pursuant to this Agreement, amend make or modify change any election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, file any Company Real Property Lease Tax Return or any amendment to a Tax Return, enter into any closing agreement, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (other than s) make any terminationchange in accounting policies, amendment principles, methods, practices or modification procedures (including for bad debts, contingent liabilities or otherwise, respecting capitalization or expense of a Company Real Property Lease that will take place automatically by its termsresearch and development expenditures, depreciation or amortization rates or timing of recognition of income and expense); (ht) other than with respect to the Company Real Property Leases, sell, lease, license, sublicense, abandon, divest, transfer, assign, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do revalue any of the foregoingits assets, including writing off notes or otherwise dispose of material assets or properties, other than pursuant to agreements existing on the date hereof and set forth on Schedule 6.1(h) of the Company Disclosure Letter; (i) (i) issue or sell any debt securities or rights to acquire any debt securities of any of the Group Companies or guarantee any debt securities of another Person; (ii) make or create any loans, advances or capital contributions to, or investments in, any Person other than any of the Group Companies; (iii) create, incur, assume, guarantee or otherwise become liable for, any Indebtedness other than guarantees of any Indebtedness of any Subsidiaries or guarantees by the Company Subsidiaries of the Indebtedness of the Company; (iv) except in the Ordinary Course of Business, create any Liens on any material property or material assets of any of the Group Companies in connection with any Indebtedness thereof (other than Permitted Liens); (v) fail to comply with the terms of the Existing Credit Agreement or take any action, or omit to take any action, that would constitute or result in a default or event of default under the Existing Credit Agreement; or (vi) cancel or forgive any Indebtedness owed to any of the Group Companies; (j) (i) fail to manage the working capital of the Group Companies in the Ordinary Course of Business; (ii) accelerate or delay in any respect material to the Company and its Subsidiaries (A) the collection of any accounts receivable or (B) payment of writing down any accounts payable or accrued expenses, in the case of each of clauses (A) and (B), in advance or beyond the Closing Date (as calculated in accordance with the past practice of the Group Companies) except as consistent with the Ordinary Course of Business; (iii) fail to pay any material Taxes that are required to be paid by the Group Companies after the date hereof and prior to the Closing Date (as calculated in accordance with the past practice of the Group Companies (including reporting positions, elections and accounting methods) in preparing Tax Returns and calculating Taxes due or payable) except where such failure is consistent with the Ordinary Course of Business; and (iv) fail to maintain and manage inventory levels in the Ordinary Course of Business; (k) release, assign, compromise, settle or agree to settle any Legal Proceeding material to the Group Companies or their respective properties or other assets; (iu) except in the Ordinary Course of Business: as expressly permitted under Section 5.1(h), (A) modify, amend in a manner that is adverse to the applicable Group Company or terminate any Company Material Contract; (Bi) enter into any Contract that would have been a Company Material Contract with any Affiliate or Associate of any Company, (ii) enter into any other transaction which, if it had it been entered into prior to the date of this Agreement; (C) waivehereof, delay the exercise ofwould be required to be disclosed pursuant to Section 2.34, release or assign any material rights or claims under any Company Material Contract; or (D) incur or enter into a Contract requiring the Company to pay an increase over prior or existing commitments in excess of $500,000 in any 12-month period or (ii) modify or amend any material term under the Existing Credit Agreement or terminate or allow the termination of the Existing Credit Agreement or any commitments thereunder; (m) except as required by U.S. GAAP (or any interpretation thereof) or Applicable Legal Requirements, make any change in accounting methods, principles or practices; (i) make, change or revoke any material Tax election, (ii) settle or compromise any material Tax claim; (iii) change (make any payment to any Affiliate or request to change) Associate of any method of accounting for Tax purposes; (iv) file any material amended Tax Return; (v) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return); (vi) knowingly surrender any claim for a refund of Taxes; or (vii) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar Legal Requirement) with any Governmental Entity; (o) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up; (p) subject to clause (a) above, enter into or amend any agreement with, or pay, distribute or advance any assets or property to, any of its officers, directors, employees, partners, stockholders or other AffiliatesCompany, other than payments or distributions relating required to obligations in respect of arm’s length commercial transactions be made pursuant to the agreements set forth express terms of any written Contract listed on Schedule 6.1(p) of the Company Disclosure Letter as existing on the date of this Agreement5.1; (q) engage in any material new line of business; (r) take any action or fail to take any action that would reasonably be expected to prevent the First Merger and the Second Merger, taken together, from constituting an integrated transaction described in Rev. Rul. 2001-46, 2001-2 C.B. 321 that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations; (s) (i) limit the rights of any Group Company: (A) to engage in any line of business or in any geographic area; (B) to develop, market or sell products or services; or (C) to compete with any Person; or (ii) grant any exclusive rights to any Person; (t) terminate or amend, in a manner materially detrimental to any Group Company, any material insurance policy insuring the business of any Group Company; (u) amend in a manner materially detrimental to any Group Company, terminate, permit to lapse or fail to use reasonable best efforts to maintain any Approval; or (v) fail to maintain or renew any Permits, fail to comply with any Law or Order in any material respect, or violate any Designated Contract in any material respect; (w) take or agree in writing or otherwise agreeto take, commit or resolve to take any of the actions described in Sections 6.1(a5.1(a) through (uv) above.

Conduct Prior to the Closing Date. 6.1 6.1. Conduct of Business by the Company and the Company Subsidiaries Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Third Effective Time, the Company shall, and shall cause each of the Company Subsidiaries to, other than as a result of or in connection with COVID-19, use its commercially reasonable efforts to carry on its business in the Ordinary Course of Business and in accordance with Applicable Legal Requirementsordinary course, except: (aw) to the extent that Parent SPAC shall otherwise consent in advance and in writing (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed); or (bx) as expressly contemplated by this Agreement and the other Transaction Agreements; (y) as required by applicable Legal Requirements; or (z) as set forth on Schedule 6.1 of the Company Disclosure Letter. Without limiting the generality of the foregoing, except except: (i) as expressly contemplated by this Agreement and the other Transaction Agreements, (ii) as required or expressly permitted by the terms applicable Legal Requirements, (iii) as set forth on Schedule 6.1 of this Agreement or the Company Disclosure Letter, ; or (iv) as required by Applicable Legal Requirementsa result of or in connection with COVID-19, without the prior written consent of ParentSPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Third Effective Time, the Company shall not, and shall cause the Company Subsidiaries not to, do any of the following: (a) except in the ordinary course of business or as otherwise required by any existing Employee Benefit Plan or Applicable Legal RequirementsPlan: (i) materially increase or grant any material increase in the compensation, bonus, fringe or other benefits of, or pay, grant or promise any material bonus to, any current or former employee, director or independent contractor contractor, except for any (A) individual increases of not more than 5% in the rate of base salary or wage that does not exceed ten percent (10%) rate of such Person’s any current employee who has annual base salary or wage pursuant to: (A) annual adjustments compensation of less than $100,000 in the Ordinary Course ordinary course of Business; or business and (B) the payment of annual bonuses and other short-term incentive compensation in connection the ordinary course of business (including with any promotion or material increase in responsibility respect to the determination of the achievement of any officer applicable performance objectives, whether qualitative or employee in the Ordinary Course of Businessquantitative); (ii) grant or pay any severance severance, retention, transaction or change in control pay or benefits to, or otherwise increase the severance severance, retention, transaction or change in control pay or benefits of, any current or former employee, director or independent contractor, other than the payment of severance in the ordinary course of business in exchange for a release of claims; (iii) enter into, materially amend (other than immaterial amendments) or terminate any material Employee Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted a material an Employee Benefit Plan if it had been in effect on the date of this Agreement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Employee Benefit PlanPlan or otherwise; (v) grant any equity or equity-based compensation awardsawards other than in the ordinary course of business; or (vi) grant hire or terminate any award, right, payment or other amount, contingent or otherwise, under the Bonus Plans; (vii) hire any individual as an employee or independent contractor, unless such hiring is in the Ordinary Course of Business, in each case, with individual whose annual base compensation not to exceed is $300,000 100,000 or the equivalent thereofmore, or terminate the employment of any employee (other than terminations for cause) with an individual annual base salary in excess of $300,000 or the equivalent thereof; (viii) enter into, extend, renew or amend any labor agreement, collective bargaining agreement, or any other labor-related agreements with any labor or trade union, employee representative body or association, labor organization, or works council; (ix) recognize or certify any labor or trade union, employee representative body or association, labor organization, or works council or group of employees as the bargaining representative for any employees; or (x) waive the restrictive covenant obligation of any employee with individual annual base compensation in excess of $300,000; (b) (i) transfer, sell, assign, license, sublicense, encumber, impair, abandon, fail to diligently maintain, transfer abandon or otherwise dispose of any right, title or interest of the Company in or to any material Owned Intellectual Property or material Licensed Intellectual Property, in each case, that is material to any of the Group Companies (or any of their respective businesses); or (ii) voluntarily extend, amend, waive, cancel or modify any material rights in or to any Owned Intellectual Property or Licensed Intellectual Property, in each case, that is material to any business of the Group Companies; Companies (iii) fail to diligently prosecute the patent or trademark applications owned by the Company other than applications the Company, in the exercise any of its good faith business judgment, has determined to abandon; or (iv) divulge, furnish to or make accessible, or subject to any obligation to divulge, furnish or make accessible, any Trade Secrets (including the source code for Group Company Software) within Owned Intellectual Property to any third party who is not subject to a written agreement to maintain the confidentiality of such Trade Secretstheir respective businesses), other than, in each of clauses (i) through (iiiii), non-exclusive licenses granted in the Ordinary Course ordinary course of Business; provided that business or expirations of Intellectual Property in no event shall accordance with the Company license on an exclusive basis or sell, assign or otherwise transfer any material Owned Intellectual Propertyapplicable statutory term (if such term is non-renewable); (c) modify in any material respect any of the Group Companies’ privacy policies, or any administrative, technical or physical safeguards related to privacy or cybersecurity, except (A) to remediate any security issue, (B) to enhance data security or integrity, (C) to comply with Applicable Legal Requirements, or (D) as otherwise directed or required by a Governmental Entity; (d) except for transactions solely among the Company and the Company Subsidiaries: (i) declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any share capital stock or otherwise, or split, combine or reclassify any share capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stockshare capital; (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any membership interests, shares, capital stock or any other equity interests, as applicable, in any Group Company (other than repurchases, redemptions or other acquisitions of equity interests from directors, officers or employees in accordance with the terms of any equity incentive plan or such Person’s employment, grant or subscription agreement, in each case, in accordance with the Company’s Governing Documents and such plan or agreement, as in effect as of the date of this Agreement or modified after the date of this Agreement in accordance with this Agreement); or (iii) grant, issue sell or otherwise dispose, or authorize to issue issue, sell, or otherwise dispose any membership interests, shares, capital stock or any other equity or equity-based interests (such as share or stock options, share or stock units, restricted shares or stock or other Contracts for the purchase or acquisition of such shares or based on such capital stock), as applicable, in any Group Company (other than any grants, issuances or sales made to directors, officers or employees in accordance with the terms of any equity incentive plan or such Person’s employment, grant or subscription agreement, in each case, in accordance with the Company; (iv) declare’s Governing Documents and such plan or agreement, set aside or pay any dividend or make any other distribution; or (v) issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any as in effect as of the foregoing date of this Agreement or modified after the date of this Agreement in accordance with respect to, any shares this Agreement); (d) amend its Governing Documents other than to provide for grants of capital stock equity or other equity securities or ownership interests or any securities convertible into or exchangeable for shares equity-based compensation awards to directors and employees in the ordinary course of capital stock or other equity securities or ownership interests, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or other ownership interests, or enter into other agreements or commitments of any character obligating it to issue any such shares, equity securities or other ownership interests or convertible or exchangeable securitiesbusiness; (e) amend its Governing Documents, or form or establish any Subsidiary; (f) except in the ordinary course of business: (i) merge, consolidate or combine the Company with any Persona third party; or (ii) acquire or agree to acquire by merging or consolidating with, purchasing any a majority of the equity interest in or a substantial portion all or substantially all of the assets of, or by any other manner, any third-party business or any corporation, partnership, association or other business organization or division thereof; (gf) terminate, voluntarily dispose of or amend or modify in any material respect any Company Real Property Lease (other than any terminationin the ordinary course of business or as would not reasonably be expected to be material to the Group Companies, amendment or modification of considered as a Company Real Property Lease that will take place automatically by its terms)whole; (hg) other than with respect to the Company Real Property LeasesLeases and Intellectual Property, voluntarily sell, lease, license, sublicense, abandon, divest, transfer, assign, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do any of the foregoing, or otherwise dispose of material assets or properties, other than in the ordinary course of business or pursuant to agreements Contracts existing on the date hereof and set forth on Schedule 6.1(h) of the Company Disclosure Letterhereof; (ih) (i) issue or sell any debt securities or rights to acquire any debt securities of any of the Group Companies or guarantee any debt securities of another Person; (ii) make or make, create any loans, advances or capital contributions to, or investments in, any Person other than any of the Group CompaniesCompanies and other than advances for business expenses to employees and loans or advances to customers and suppliers in the ordinary course of business; (iiiii) create, incur, assume, guarantee or otherwise become liable for, any Indebtedness incurred after the date hereof in excess of $5,000,000 other than (x) guarantees of any Indebtedness of any Subsidiaries or Company Subsidiaries, (y) guarantees by the Company Subsidiaries of the Indebtedness of the Company, or (z) Indebtedness incurred under credit facilities existing on the date hereof; (iviii) except in the Ordinary Course ordinary course of Businessbusiness, create any Liens on any material property or material assets of any of the Group Companies in connection with any Indebtedness thereof (other than Permitted Liens); (v) fail to comply with the terms of the Existing Credit Agreement or take any action, or omit to take any action, that would constitute or result in a default or event of default under the Existing Credit Agreement; or (viiv) cancel or forgive any Indebtedness owed to any of the Group CompaniesCompanies other than ordinary course compromises of amounts owed to the Group Companies by their respective customers; (j) (i) fail to manage the working capital of the Group Companies in the Ordinary Course of Business; (ii) accelerate or delay in any respect material to the Company and its Subsidiaries (A) the collection of any accounts receivable or (B) payment of any accounts payable or accrued expenses, in the case of each of clauses (A) and (B), in advance or beyond the Closing Date (as calculated in accordance with the past practice of the Group Companies) except as consistent with the Ordinary Course of Business; (iii) fail to pay any material Taxes that are required to be paid by the Group Companies after the date hereof and prior to the Closing Date (as calculated in accordance with the past practice of the Group Companies (including reporting positions, elections and accounting methods) in preparing Tax Returns and calculating Taxes due or payable) except where such failure is consistent with the Ordinary Course of Business; and (iv) fail to maintain and manage inventory levels in the Ordinary Course of Business; (k) release, assign, compromise, settle or agree to settle any Legal Proceeding (i) involving payments by any Group Company of $100,000 or more, or (ii) that imposes any non-monetary obligations on a Group Company (excluding, for the avoidance of doubt, confidentiality, non-disparagement or other similar obligations incidental thereto), except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (j) except in the ordinary course of business or as would not reasonably be expected to be material to the Group Companies Companies, individually or their respective properties or assets; in the aggregate: (i) except in the Ordinary Course of Business: (A) modifymodify or amend, amend in a manner that is adverse to the applicable Group Company Company, or terminate any Company Material ContractContract (other than the repayment of existing Indebtedness); (Bii) enter into any Contract that would have been a Company Material Contract Contract, had it been entered into prior to the date of this Agreement; or (Ciii) waive, delay the exercise of, release or assign any material rights or claims under any Company Material Contract; or Contract (D) incur or enter into a Contract requiring other than assignments by the applicable Group Company to pay an increase over prior or existing commitments in excess of $500,000 in any 12-month period or (ii) modify or amend any material term under the Existing Credit Agreement or terminate or allow the termination of the Existing Credit Agreement or any commitments thereunderother Group Company); (mk) except as required by U.S. Brazilian GAAP (or any interpretation thereof) or Applicable applicable Legal RequirementsRequirements (including to obtain compliance with PCAOB auditing standards), make any material change in accounting methods, principles or practices; (l) except in the ordinary course of business, (i) make, change or revoke any material Tax election, (ii) settle or compromise any material Tax claim; (iii) change (or request to change) any material method of accounting for Tax purposes; , (iii) settle or compromise any material Tax liability, (iv) file any amended material amended Tax Return; , (v) waive consent to any extension or extend any waiver of the statute of limitations in respect regarding any material amount of a period within which an assessment Taxes, or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return); (vi) knowingly surrender settle or consent to any claim for a refund or assessment relating to any material amount of Taxes; or (vii) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar Legal Requirement) with any Governmental Entity; (om) take, or knowingly fail to take, any action if such action, or failure to take such action, would reasonably be expected to prevent, impair or impede the Intended Tax Treatment; (n) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-upup of the Company; (po) subject to clause (a) aboveSection 6.1(a), enter into or amend any agreement with, or pay, distribute or advance any assets or property to, any of its officers, directors, employees, partnersshareholders, stockholders or other AffiliatesAffiliates (other than Group Companies), other than (i) payments or distributions relating to obligations in respect of arm’s arm’s-length commercial transactions pursuant to the agreements set forth on Schedule 6.1(ptransactions, (ii) reimbursement for reasonable expenses incurred in connection with any of the Company Disclosure Letter as existing on Group Companies, (iii) Employee Benefit Plans and (iv) employment arrangements entered into in the date of this Agreementordinary course; (qp) engage in any material new line of business; (r) take any action or fail to take any action that would reasonably be expected to prevent the First Merger and the Second Merger, taken together, from constituting an integrated transaction described in Rev. Rul. 2001-46, 2001-2 C.B. 321 that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations; (s) (i) limit the rights of any Group Company: (A) to engage in any line of business or in any geographic area; (B) to develop, market or sell products or services; or (C) to compete with any Person; or (ii) grant any exclusive rights to any Person; (t) terminate or amend, in a manner materially detrimental to any Group Company, any material insurance policy insuring the business of any Group Company; (u) amend in a manner materially detrimental to any Group Company, terminate, permit to lapse or fail to use reasonable best efforts to maintain any Approval; or (vq) agree in writing or otherwise agree, agree or commit or resolve to take any of the actions described in Sections Section 6.1(a) through (u) aboveSection 6.1(q). 6.2. Conduct of Business by SPAC, New PubCo, First

Conduct Prior to the Closing Date. 6.1 Conduct of Business by the Company and the Company Subsidiaries Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company shall, and shall cause the Company Subsidiaries to, carry on its business in the Ordinary Course of Business and in accordance with Applicable Legal Requirements, except: (a) to the extent that Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, delayed or conditioned); or (b) as expressly contemplated by this Agreement or Schedule 6.1 of the Company Disclosure Letter. Without limiting the generality of the foregoing, except as required or expressly permitted by the terms of this Agreement or the Company Disclosure Letter, or as required by Applicable Legal Requirements, without the prior written consent of Parent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company shall not, and shall cause the Company Subsidiaries not to, do any of the following: (a) except as otherwise required by any existing Employee Benefit Plan or Applicable Legal Requirements: (i) materially increase or grant any material increase in the compensation, bonus, fringe or other benefits of, or pay, grant or promise any material bonus to, any current or former employee, director or independent contractor except for any increases in the rate of base salary or wage that does not exceed ten three percent (103%) of such Person’s current base salary or wage pursuant to: (A) annual adjustments in the Ordinary Course of Business; or (B) in connection with any promotion or material increase in responsibility of any officer or employee in the Ordinary Course of Business; (ii) grant or pay any severance or change in control pay or benefits to, or otherwise increase the severance or change in control pay or benefits of, any current or former employee, director or independent contractor; (iii) enter into, amend (other than immaterial amendments) or terminate any material Employee Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted a material an Employee Benefit Plan if it had been in effect on the date of this Agreement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Employee Benefit Plan; (v) grant any equity or equity-based compensation awards; or (vi) grant any award, right, payment or other amount, contingent or otherwise, under the Bonus Plans; (vii) hire any individual as an employee or independent contractor, unless such hiring is in the Ordinary Course of BusinessBusiness with respect to employees and independent contractors, in each case, with individual annual base compensation remuneration not to exceed $300,000 or the equivalent thereof200,000, or terminate the employment of any employee (other than for cause) with an individual annual base salary in excess of $300,000 or the equivalent thereof; (viii) enter into, extend, renew or amend any labor agreement, collective bargaining agreement, or any other labor-related agreements with any labor or trade union, employee representative body or association, labor organization, or works council; (ix) recognize or certify any labor or trade union, employee representative body or association, labor organization, or works council or group of employees as the bargaining representative for any employees; or (x) waive the restrictive covenant obligation of any employee with individual annual base compensation in excess of $300,000200,000; (b) (i) transfer, sell, assign, license, sublicense, encumber, impair, abandon, fail to diligently maintain, transfer or otherwise dispose of any right, title or interest of the Company in any material Owned Intellectual Property or material Licensed Intellectual Property; (ii) extend, amend, waive, cancel or modify any material rights in or to any Owned Intellectual Property or Licensed Intellectual Property, in each case, that is material to any business of the Group Companies; (iii) fail to diligently prosecute the patent or trademark applications owned by the Company other than applications the Company, in the exercise of its good faith business judgment, has determined to abandon; or (iv) divulge, furnish to or make accessible, or subject to any obligation to divulge, furnish or make accessible, any Trade Secrets (including the source code for Group Company Software) within Owned Intellectual Property to any third party who is not subject to a an enforceable written agreement to maintain the confidentiality of such Trade Secrets, other than, in each of (i) through (iii), in the Ordinary Course of Business; provided that in no event shall the Company license on an exclusive basis or sell, assign or otherwise transfer any material Owned Intellectual Property; (c) modify in any material respect any of the Group Companies’ privacy policies, or any administrative, technical or physical safeguards related to privacy or cybersecurity, except (A) to remediate any security issue, (B) to enhance data security or integrity, (C) to comply with Applicable Legal Requirements, or (D) as otherwise directed or required by a Governmental Entity; (d) except for transactions solely among the Company and the Company Subsidiaries: (i) declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock; (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any membership interests, capital stock or any other equity interests, as applicable, in any Group Company; (iii) grant, issue sell or otherwise dispose, or authorize to issue sell, or otherwise dispose any membership interests, capital stock or any other equity or equity-based interests (such as stock options, stock units, restricted stock or other Contracts for the purchase or acquisition of or based on such capital stock), as applicable, in any Group Company; (iv) declare, set aside or pay any dividend or make any other distribution; or (v) issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or ownership interests, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or other ownership interests, or enter into other agreements or commitments of any character obligating it to issue any such shares, equity securities or other ownership interests or convertible or exchangeable securities; (e) amend its Governing Documents, or form or establish any Subsidiary; (f) (i) merge, consolidate or combine with any Person; or (ii) acquire or agree to acquire by merging or consolidating with, purchasing any equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof; (g) terminate, amend or modify in any material respect any Company Real Property Lease (other than any termination, amendment or modification of a Company Real Property Lease that will take place automatically by its terms); (h) other than with respect to the Company Real Property Leases, sell, lease, license, sublicense, abandon, divest, transfer, assign, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do any of the foregoing, or otherwise dispose of material assets assets, properties or propertiesFranchise Agreements, other than pursuant to agreements existing on the date hereof and set forth on Schedule 6.1(h) of the Company Disclosure Letter; (i) (i) issue or sell any debt securities or rights to acquire any debt securities of any of the Group Companies or guarantee any debt securities of another Person; (ii) make or create any loans, advances or capital contributions to, or investments in, any Person other than any of the Group Companies; (iii) create, incur, assume, guarantee or otherwise become liable for, any Indebtedness other than guarantees of any Indebtedness of any Subsidiaries or guarantees by the Company Subsidiaries of the Indebtedness of the Company; (iv) except in the Ordinary Course of Business, create any Liens on any material property or material assets of any of the Group Companies in connection with any Indebtedness thereof (other than Permitted Liens); (v) fail to comply with the terms of the Existing Credit Agreement or take any action, or omit to take any action, that would constitute or result in a default or event of default under the Existing Credit Agreement; or (vi) cancel or forgive any Indebtedness owed to any of the Group Companies, including any debts or claims related to Franchisees; (j) (i) fail to manage the working capital of the Group Companies in the Ordinary Course of Business; (ii) accelerate or delay in any respect material to the Company and its Subsidiaries (A) the collection of any accounts receivable or (B) payment of any accounts payable or accrued expenses, in the case of each of clauses (A) and (B), in advance or beyond the Closing Date (as calculated in accordance with the past practice of the Group Companies) except as consistent with the Ordinary Course of Business; (iii) fail to pay any material Taxes that are required to be paid by the Group Companies after the date hereof and prior to the Closing Date (as calculated in accordance with the past practice of the Group Companies (including reporting positions, elections and accounting methods) in preparing Tax Returns and calculating Taxes due or payable) except where such failure is consistent with the Ordinary Course of Business; and (iv) fail to maintain and manage inventory levels in the Ordinary Course of Business; (k) release, assign, compromise, settle or agree to settle any Legal Proceeding material to the Group Companies or their respective properties or assets; (i) except in the Ordinary Course of Business: (A) modify, amend in a manner that is adverse to the applicable Group Company or terminate any Company Material Contract; (B) enter into any Contract that would have been a Company Material Contract had it been entered into prior to the date of this AgreementAgreement (excluding Franchise Agreements); (C) waive, delay the exercise of, release or assign any material rights or claims under any Company Material Contract; or (D) incur or enter into a Contract requiring the Company to pay an increase over prior or existing commitments in excess of $500,000 250,000 in any 12-month period or period; (ii) accelerate any payments receivable or delay any payments owed under any Franchise Agreement, or otherwise modify or amend any Franchise Agreement, in each case, outside of the Ordinary Course of Business in a manner which would have the effect of increasing Company Cash; (iii) modify or amend any material term under the Existing Credit Agreement (other than obtaining the Existing Credit Agreement Consent) or terminate or allow the termination of the Existing Credit Agreement or any commitments thereunder; or (iv) amend, replace, modify or supplement of, or agree to any consent or waiver under, the Existing Credit Agreement Consent or other documentation related thereto; (m) except as required by U.S. GAAP (or any interpretation thereof) or Applicable Legal Requirements, make any change in accounting methods, principles or practices; (i) make, change or revoke any material Tax election, (ii) settle or compromise any material Tax claim; (iii) change (or request to change) any method of accounting for Tax purposes; (iv) file any material amended Tax Return; (v) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return); (vi) knowingly surrender any claim for a refund of Taxes; or (vii) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar Legal Requirement) with any Governmental Entity; (o) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up; (p) subject to clause (a) above, enter into or amend any agreement with, or pay, distribute or advance any assets or property to, any of its officers, directors, employees, partners, stockholders or other Affiliates, other than payments or distributions relating to obligations in respect of arm’s length commercial transactions pursuant to the agreements set forth on Schedule 6.1(p6.1(q) of the Company Disclosure Letter as existing on the date of this Agreement; (q) engage in any material new line of business; (r) take any action or fail to take any action that would reasonably be expected to prevent the First Merger and the Second Merger, taken together, from constituting an integrated transaction described in Rev. Rul. 2001-46, 2001-2 C.B. 321 that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations; (s) (i) limit the rights of any Group Company: (A) to engage in any line of business or in any geographic area; (B) to develop, market or sell products or services; or (C) to compete with any Person; or (ii) grant any exclusive or similar rights to any PersonPerson (except, in the case of each of the foregoing clauses (i) and (ii), as may be specified in Franchise Agreements entered into in the Ordinary Course of Business); (t) terminate or amend, in a manner materially detrimental to any Group Company, any material insurance policy insuring the business of any Group Company; (u) amend in a manner materially detrimental to any Group Company, terminate, permit to lapse or fail to use reasonable best efforts to maintain any Approval; or (v) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Sections 6.1(a) through (u(v)) above.

Conduct Prior to the Closing Date. 6.1 6.1. Conduct of Business by the Company and Company, the Company Subsidiaries Subsidiaries, HoldCo, New PubCo and Merger Sub. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Second Effective TimeTime (the “Interim Period”), the Company Company, HoldCo, New PubCo and Merger Sub shall, and the Company shall cause each of the Company Subsidiaries to, other than as a result of or in connection with COVID-19, carry on its business in the Ordinary Course of Business ordinary course and in accordance with Applicable applicable Legal Requirements, except: (ax) to the extent that Parent SPAC shall otherwise consent in advance and in writing (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed); or (by) as expressly contemplated by this Agreement or Schedule any of the other Transaction Agreements; or (z) as expressly set forth in Section 6.1 of the Company Disclosure Letter. Without limiting the generality of the foregoing, except (i) as required or expressly permitted contemplated by the terms of this Agreement or any of the other Transaction Agreements, (ii) or as required by applicable Legal Requirements, (iii) as a result of or in connection with a COVID-19 Measure or, (iv) as expressly set forth in Section 6.1 of the Company Disclosure Letter, or as required by Applicable Legal Requirements, without the prior written consent of ParentSPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective TimeInterim Period, the Company Company, HoldCo, New PubCo and Merger Sub shall not, and the Company shall cause the Company Subsidiaries not to, do any of the following: (a) except in the ordinary course of business or as otherwise required by any existing Employee Benefit Plan or Applicable applicable Legal Requirements: (i) materially increase or grant any material increase in the compensation, bonus, fringe or other benefits of, or pay, grant or promise any material bonus to, any current or former employee, director or independent contractor contractor, except for any (A) individual increases of not more than 5% in the rate of base salary or wage that does not exceed ten percent rate of any current employee who has annual base compensation of more than $125,000 (10%or its equivalent in another currency) of such Person’s current base salary or wage pursuant to: (A) annual adjustments in the Ordinary Course ordinary course of Business; or business and (B) the payment of annual bonuses and other short-term incentive compensation in connection the ordinary course of business (including with any promotion or material increase in responsibility respect to the determination of the achievement of any officer applicable performance objectives, whether qualitative or employee in the Ordinary Course of Businessquantitative); (ii) grant or pay any severance severance, retention, transaction or change in control pay or benefits to, or otherwise increase the severance severance, retention, transaction or change in control pay or benefits of, any current or former employee, director or independent contractor, other than the payment of severance in the ordinary course of business in exchange for a release of claims; (iii) enter into, materially amend (other than immaterial amendments) or terminate any material Employee Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted a material an Employee Benefit Plan if it had been in effect on the date of this Agreement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Employee Benefit PlanPlan or otherwise; (v) grant any equity or equity-based compensation awards; awards or (vi) grant hire or terminate any award, right, payment or other amount, contingent or otherwise, under the Bonus Plans; (vii) hire any individual as an employee or independent contractor, unless such hiring is in the Ordinary Course of Business, in each case, with individual whose annual base compensation not to exceed is $300,000 100,000 (or the its equivalent thereofin another currency) or more, or terminate the employment of any employee (other than terminations for cause) with an individual annual base salary in excess of $300,000 or the equivalent thereof; (viii) enter into, extend, renew or amend any labor agreement, collective bargaining agreement, or any other labor-related agreements with any labor or trade union, employee representative body or association, labor organization, or works council; (ix) recognize or certify any labor or trade union, employee representative body or association, labor organization, or works council or group of employees as the bargaining representative for any employees; or (x) waive the restrictive covenant obligation of any employee with individual annual base compensation in excess of $300,000; (b) (i) transfer, sell, assign, license, sublicense, encumber, impair, abandon, fail to diligently maintain, transfer abandon or otherwise dispose of any right, title or interest of the Company in or to any material Owned Intellectual Property that is material to any of the Group Companies, New PubCo or material Licensed Intellectual PropertyMerger Sub (or any of their respective businesses); or (ii) voluntarily extend, amend, waive, cancel or modify any material rights in or to any Owned Intellectual Property or Licensed Intellectual Property, in each case, that is material to any business of the Group Companies; , New PubCo or Merger Sub (iii) fail to diligently prosecute the patent or trademark applications owned by the Company other than applications the Company, in the exercise any of its good faith business judgment, has determined to abandon; or (iv) divulge, furnish to or make accessible, or subject to any obligation to divulge, furnish or make accessible, any Trade Secrets (including the source code for Group Company Software) within Owned Intellectual Property to any third party who is not subject to a written agreement to maintain the confidentiality of such Trade Secretstheir respective businesses), other than, in each of clauses (i) through (iiiii), non-exclusive licenses granted in the Ordinary Course ordinary course of Business; provided that business or expirations of Intellectual Property in no event shall accordance with the Company license on an exclusive basis or sell, assign or otherwise transfer any material Owned Intellectual Propertyapplicable statutory term (if such term is non-renewable); (c) modify in any material respect any of the Group Companies’ privacy policies, or any administrative, technical or physical safeguards related to privacy or cybersecurity, except (A) to remediate any security issue, (B) to enhance data security or integrity, (C) to comply with Applicable Legal Requirements, or (D) as otherwise directed or required by a Governmental Entity; (d) except for transactions solely among the Company and Company, the Company Subsidiaries, HoldCo, New PubCo and Merger Sub: (i) declare, set aside or pay any dividends on or make any other distributions (whether in cash, stockshares, equity securities or property) in respect of any share capital stock or otherwise, or split, combine or reclassify any share capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stockshare capital; (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any membership interests, shares, capital stock or any other equity interests, as applicable, in any Group Company, New PubCo or Merger Sub; or (iii) grant, issue sell or otherwise dispose, or authorize to issue issue, sell, or otherwise dispose any membership interests, shares, capital stock or any other equity or equity-based interests (such as share or stock options, share or stock units, restricted shares or stock or other Contracts for the purchase or acquisition of such shares or based on such capital stock), as applicable, in any Group Company; , New PubCo or Merger Sub (ivother than as expressly required by the Subscription Agreements); (d) declare, set aside or pay any dividend or make any other distribution; or (v) issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or ownership interests, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or other ownership interests, or enter into other agreements or commitments of any character obligating it to issue any such shares, equity securities or other ownership interests or convertible or exchangeable securitiesamend its Governing Documents; (e) amend its Governing Documents, or form or establish any Subsidiary; (fexcept as set forth in Section 6.1(e) of the Company Disclosure Letter: (i) merge, consolidate or combine with any Persona third party, other than with SPAC; or (ii) acquire or agree to acquire by merging or consolidating with, purchasing any a majority of the equity interest in or a substantial portion all or substantially all of the assets of, or by any other manner, any third-party business or any corporation, partnership, association or other business organization or division thereof; (gf) terminatevoluntarily dispose of, amend or modify in any material respect fail to renew any Company Real Property Lease (other than any terminationin the ordinary course of business and as would not reasonably be expected to be material to the Group Companies, amendment New PubCo or modification of a Company Real Property Lease that will take place automatically by its terms)Merger Sub, individually or in the aggregate; (hg) other than with respect to the Company Real Property LeasesLeases and Intellectual Property, voluntarily sell, lease, license, sublicense, abandon, divest, transfer, assign, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do any of the foregoingforegoing with respect to, or otherwise dispose of material assets or properties, other than in the ordinary course of business or pursuant to agreements Contracts existing on the date hereof and set forth on Schedule 6.1(h) of the Company Disclosure Letterhereof; (ih) (i) issue or sell any debt securities or rights to acquire any debt securities of any of the Group Companies or guarantee any debt securities of another Person; (ii) make or make, create any loans, advances or capital contributions to, or investments in, any Person other than any of the Group Companies, New PubCo or Merger Sub and other than advances for business expenses and loans or advances to customers and suppliers in the ordinary course of business; (iiiii) create, incur, assume, guarantee or otherwise become liable for, any Indebtedness incurred after the date hereof in excess of $10,000,000 (or its equivalent in another currency) in the aggregate other than (w) in connection with additional borrowings, extensions of credit and other financial accommodations from the existing lenders or under existing credit facilities, notes and other Indebtedness existing as of the date of this Agreement, (x) guarantees of any Indebtedness of any Company Subsidiaries or guarantees by the Company Subsidiaries of the Indebtedness of the Company, HoldCo, New PubCo or Merger Sub, (y) Indebtedness that qualifies as Transaction Expenses of the Company or (z) Indebtedness incurred in connection with any transaction permitted under Section 6.1(e); (iviii) except in the Ordinary Course ordinary course of Businessbusiness, create any Liens on any material property or material assets of any of the Group Companies Companies, New PubCo or Merger Sub in connection with any Indebtedness thereof (other than Permitted Liens); (v) fail to comply with the terms of the Existing Credit Agreement or take any action, or omit to take any action, that would constitute or result in a default or event of default under the Existing Credit Agreement; or (viiv) cancel or forgive any Indebtedness owed to any of the Group Companies, New PubCo or Merger Sub other than ordinary course compromises of amounts owed to the Group Companies, New PubCo or Merger Sub by their respective customers; (j) (i) fail to manage the working capital of the Group Companies in the Ordinary Course of Business; (ii) accelerate or delay in any respect material to the Company and its Subsidiaries (A) the collection of any accounts receivable or (B) payment of any accounts payable or accrued expenses, in the case of each of clauses (A) and (B), in advance or beyond the Closing Date (as calculated in accordance with the past practice of the Group Companies) except as consistent with the Ordinary Course of Business; (iii) fail to pay any material Taxes that are required to be paid by the Group Companies after the date hereof and prior to the Closing Date (as calculated in accordance with the past practice of the Group Companies (including reporting positions, elections and accounting methods) in preparing Tax Returns and calculating Taxes due or payable) except where such failure is consistent with the Ordinary Course of Business; and (iv) fail to maintain and manage inventory levels in the Ordinary Course of Business; (k) release, assign, compromise, settle or agree to settle any Legal Proceeding involving payments by any Group Company, New PubCo or Merger Sub of $100,000 (or its equivalent in another currency) or more, or that imposes any material non-monetary obligations on a Group Company, New PubCo or Merger Sub (excluding, for the avoidance of doubt, confidentiality, non-disparagement or other similar obligations incidental thereto); (j) except in the ordinary course of business or as would not reasonably be expected to be material to the Group Companies Companies, New PubCo or their respective properties Merger Sub, individually or assets; (i) except in the Ordinary Course of Businessaggregate: (Ai)(A) modify, amend in a manner that is adverse to the applicable Group Company Company, New PubCo or Merger Sub or terminate any Company Material Contract; (B) enter into any Contract that would have been a Company Material Contract Contract, had it been entered into prior to the date of this Agreement; or (C) waive, delay the exercise of, release or assign any material rights or claims under any Company Material ContractContract (other than assignments by the applicable Group Company, New PubCo or Merger Sub to any other Group Company, New PubCo or Merger Sub); or (D) incur or enter into a Contract requiring the Company to pay an increase over prior or existing commitments in excess of $500,000 in any 12-month period or (ii) modify or amend any material term under the Existing Credit Agreement Agreements or terminate or allow the termination of the Existing Credit Agreement Agreements or any commitments thereunder; (mk) except as required by U.S. GAAP IFRS (or any interpretation thereof) or Applicable applicable Legal RequirementsRequirements (including to obtain compliance with PCAOB auditing standards), make any material change in accounting methods, principles or practices; (l) (i) make, change or revoke any material Tax election, election (in each case other than actions in respect of such Tax elections that would be consistent with the past practice of the Company); (ii) settle or compromise any material Tax claim; liability, enter into any closing agreement in respect of material Taxes or enter into any Tax sharing or similar agreement, (iii) change (or request to change) file any method amended material Tax Return other than any such amendments that would be consistent with the past practice of accounting for Tax purposes; the Company, (iv) file consent to any extension or waiver of the statute of limitations regarding any material amended amount of Taxes or in respect to any material Tax Return; attribute that would give rise to any claim or assessment of Taxes, in each case other than any such extensions or waivers that would be consistent with the past practice of the Company, (v) waive settle or extend consent to any statute claim or assessment relating to any material amount of limitations in respect of a period within which an assessment Taxes or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return); (vi) knowingly surrender or allow to expire any right to claim for a refund of material Taxes; or (vii) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar Legal Requirement) with any Governmental Entity; (om) take, or fail to take, any action if such action, or failure to take such action, would reasonably be expected to prevent, impair or impede the Intended Tax Treatment; (n) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-upup of the Company, HoldCo, New PubCo or Merger Sub; (po) subject to clause (a) aboveSection 6.1(a), enter into or amend any agreement with, or pay, distribute or advance any assets or property to, any of its officers, directors, employees, partnersshareholders, stockholders or other AffiliatesAffiliates (including any direct or indirect controlling equityholder of the Company, but other than the Group Companies, New PubCo or Merger Sub), other than (i) payments or distributions relating to obligations in respect of arm’s arm’s-length commercial transactions pursuant to the agreements set forth on Schedule 6.1(ptransactions, (ii) reimbursement for reasonable expenses incurred in connection with any of the Company Disclosure Letter as existing on Group Companies, New PubCo or Merger Sub, (iii) Employee Benefit Plans and (iv) employment arrangements entered into in the date of this Agreementordinary course; (qp) engage in any material new line of businessbusiness (it being understood that this Section 6.1(p) shall not restrict the Group Companies from extending its business into new geographies); (rq) take amend or enter into any action or fail to take any action that would reasonably be expected to prevent the First Merger and the Second Merger, taken together, from constituting an integrated transaction described Contract set forth in Rev. Rul. 2001-46, 2001-2 C.B. 321 that qualifies as a “reorganization” within the meaning of Section 368(a4.18(a) of the Code and Company Disclosure Letter (or that would have been required to be set forth therein if such Contract existed on the Treasury Regulations; (sdate hereof) (i) limit the rights or any Contract of any Group Company: (A) to engage a type described in any line of business or in any geographic area; (B) to develop, market or sell products or services; or (C) to compete with any Person; or (ii) grant any exclusive rights to any Person; (t) terminate or amend, in a manner materially detrimental to any Group Company, any material insurance policy insuring the business of any Group Company; (u) amend in a manner materially detrimental to any Group Company, terminate, permit to lapse or fail to use reasonable best efforts to maintain any ApprovalSection 4.20; or (vr) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Sections Section 6.1(a) through (u) aboveSection 6.1(r).

Conduct Prior to the Closing Date. 6.1 Conduct of Business by the Company and the Company Subsidiaries Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company shall, and shall cause the Company Subsidiaries to, carry on its business in the Ordinary Course of Business ordinary course consistent with past practice and in accordance with Applicable Legal Requirements, exceptexcept to: (a) to the extent that Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, delayed or conditioned); or (b) as expressly contemplated by this Agreement or Schedule 6.1 of the Company Disclosure Letter. Without limiting the generality of the foregoing, except as required or expressly permitted by the terms of this Agreement or the Company Disclosure Letter, or as required by Applicable Legal Requirements, without the prior written consent of Parent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company shall not, and shall cause the Company Subsidiaries not to, do any of the following: (a) except as otherwise required by any existing Employee Benefit Plan or Applicable Legal Requirements: (i) materially increase or grant any material increase in the compensation, bonus, fringe or other benefits of, or pay, grant or promise any material bonus to, any current or former employee, director or independent contractor except for any increases in the rate of base salary or wage that does not exceed ten percent (10%) of such Person’s current base salary or wage pursuant to: (A) annual adjustments in the Ordinary Course of Business; or (B) in connection with any promotion or material increase in responsibility of any officer or employee employee, in each case in the Ordinary Course ordinary course of Businessbusiness consistent with past practice (measured by applicable jurisdiction); (ii) grant or pay any severance or change in control pay or benefits to, or otherwise increase the severance or change in control pay or benefits of, any current or former employee, director or independent contractor; (iii) enter into, amend (other than immaterial amendments) or terminate any material Employee Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted a material an Employee Benefit Plan if it had been in effect on the date of this Agreement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Employee Benefit Plan; (v) grant any equity or equity-based compensation awards; or (vi) grant hire or terminate any award, right, payment or other amount, contingent or otherwise, under the Bonus Plans; (vii) hire any individual as an employee or independent contractor, unless such hiring is contractor other than in the Ordinary Course ordinary course of Business, in each case, business consistent with individual annual base compensation not to exceed $300,000 or the equivalent thereof, or terminate the employment of any employee (other than for cause) with an individual annual base salary in excess of $300,000 or the equivalent thereof; (viii) enter into, extend, renew or amend any labor agreement, collective bargaining agreement, or any other labor-related agreements with any labor or trade union, employee representative body or association, labor organization, or works council; (ix) recognize or certify any labor or trade union, employee representative body or association, labor organization, or works council or group of employees as the bargaining representative for any employees; or (x) waive the restrictive covenant obligation of any employee with individual annual base compensation in excess of $300,000past practice; (b) (i) transfer, sell, assign, license, sublicense, encumber, impair, abandon, fail to diligently maintain, transfer or otherwise dispose of any right, title or interest of the Company in any material Owned Intellectual Property or material Licensed Intellectual Property, in each case, that is material to any of the businesses of the Group Companies; (ii) extend, amend, waive, cancel or modify any material rights in or to any Owned Intellectual Property or Licensed Intellectual Property, in each case, that is material to any business of the Group Companies; (iii) fail to diligently prosecute the patent or trademark applications owned by the Company other than applications the Company, in the exercise of its good faith business judgment, has determined to abandon; or (iv) divulge, furnish to or make accessible, or subject to any obligation to divulge, furnish or make accessible, accessible any Trade Secrets (including the source code for Group Company Software) within Owned Intellectual Property to any third party who is not subject to a an enforceable written agreement to maintain the confidentiality of such Trade Secrets, other than, in each of (i) through (iii), in the Ordinary Course ordinary course of Businessbusiness consistent with past practices; provided provided, that in no event shall the Company license on an exclusive basis or sell, assign or otherwise transfer sell any material Owned Intellectual Property; (c) modify in any material respect any of the Group Companies’ privacy policies, or any administrative, technical or physical safeguards related to privacy or cybersecurity, except (A) to remediate any security issue, (B) to enhance data security or integrity, (C) to comply with Applicable Legal Requirements, or (D) as otherwise directed or required by a Governmental Entity; (d) except for transactions solely among the Company and the Company Subsidiaries: (i) declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or otherwise, or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock; (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any membership interests, capital stock or any other equity interests, as applicable, in any Group Company; (iii) grant, issue sell or otherwise dispose, or authorize to issue sell, or otherwise dispose any membership interests, capital stock or any other equity or equity-based interests (such as stock options, stock units, restricted stock or other Contracts for the purchase or acquisition of or based on such capital stock), as applicable, in any Group Company; or (iv) declare, set aside or pay any dividend or make any other distribution; or (v) issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or ownership interests, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or other ownership interests, or enter into other agreements or commitments of any character obligating it to issue any such shares, equity securities or other ownership interests or convertible or exchangeable securities; (ed) amend its Governing Documents, or form or establish any Subsidiary; (fe) (i) merge, consolidate or combine with any Person; or (ii) acquire or agree to acquire by merging or consolidating with, purchasing any equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof; (gf) terminate, amend dispose of or modify in any material respect lose rights under any Company Real Property Lease (other than any termination, amendment or modification in the ordinary course of a Company Real Property Lease that will take place automatically by its terms)business; (hg) other than with respect to the Company Real Property Leases, sell, lease, license, sublicense, abandon, divest, transfer, assign, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do any of the foregoing, or otherwise dispose of material assets or properties, other than pursuant to agreements existing on the date hereof and set forth on Schedule 6.1(h6.1(g) of the Company Disclosure Letter; (ih) (i) issue or sell any debt securities or rights to acquire any debt securities of any of the Group Companies or guarantee any debt securities of another Person; (ii) make or make, create any loans, advances or capital contributions to, or investments in, any Person other than any of the Group Companies; (iii) create, incur, assume, guarantee or otherwise become liable for, any Indebtedness other than guarantees of any Indebtedness of any Subsidiaries or guarantees by the Company Subsidiaries of the Indebtedness of the Company; (iv) except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, create any Liens on any material property or material assets of any of the Group Companies in connection with any Indebtedness thereof (other than Permitted Liens); (v) fail to comply with the terms of the Existing Credit Agreement Agreements or take any action, or omit to take any action, that would constitute or result in a default or event of default under any of the Existing Credit AgreementAgreements; or (vi) cancel or forgive any Indebtedness owed to any of the Group CompaniesCompanies other than ordinary course compromises of amounts owed to the Group Companies by their respective customers consistent with past practice; (i) make, incur or commit to make or incur, or authorize any capital expenditures that will require payments after the Closing Date other than capital expenditures consistent in the aggregate with the capital expenditure plan disclosed to Parent (the “Capital Expenditure Plan”), or fail in any material respect to make any capital expenditures in the amounts and at the times contemplated in the Capital Expenditure Plan (subject to ordinary course variations in the timing and amount of such capital expenditures); (j) (i) fail to manage the working capital of the Group Companies in the Ordinary Course of Business; ordinary course consistent with past practice (iitaking into account seasonality, including customary quarter-end practices), including: (i) accelerate or delay in any respect material to the Company and its Subsidiaries Group Companies (A) the collection of any accounts receivable or (B) the payment of any accounts payable or accrued expensespayable, in the case of each of clauses (A) and (B), in advance or beyond the Closing Date due date other than in the ordinary course of business; or (as calculated in accordance with the past practice of the Group Companies) except as consistent with the Ordinary Course of Business; (iii) fail to pay any material Taxes that are required to be paid by the Group Companies after the date hereof and prior to the Closing Date (as calculated in accordance with the past practice of the Group Companies (including reporting positions, elections and accounting methods) in preparing Tax Returns and calculating Taxes due or payable) except where such failure is consistent with the Ordinary Course of Business; and (ivii) fail to maintain and manage inventory levels in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (k) release, assign, compromise, settle or agree to settle any Legal Proceeding involving payments by any Group Company of $5,000,000 or more, or that imposes any material to the non-monetary obligations on a Group Companies or their respective properties or assetsCompany; (i) except in the Ordinary Course ordinary course of Businessbusiness consistent with past practices: (A) modify, amend in a manner that is adverse to the applicable Group Company or terminate any Company Material Contract; (B) enter into any Contract that would have been a Company Material Contract had it been entered into prior to the date of this Agreement; (C) waive, delay the exercise of, release or assign any material rights or claims under any Company Material Contract; or (D) incur or enter into a Contract requiring the Company to pay an increase over prior or existing commitments in excess of $500,000 10,000,000 in any 12-month period period; or (ii) modify or amend any material term under any of the Existing Credit Agreement Agreements or terminate or allow the termination of any of the Existing Credit Agreement Agreements or any commitments thereunder; (m) except as required by U.S. GAAP (or any interpretation thereof) or Applicable Legal Requirements, make any change in accounting methods, principles or practices; (i) make, change or revoke any material Tax election, ; (ii) settle or compromise any material Tax claim; (iii) change (or request to change) any method of accounting for Tax purposes; (iv) file any material amended Tax Return; (v) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return); (vi) knowingly surrender any claim for a refund of Taxes; or (vii) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar Legal Requirement) with any Governmental Entity; (o) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up; (p) subject to clause (a) above, enter into or amend any agreement with, or pay, distribute or advance any assets or property to, any of its officers, directors, employees, partners, stockholders or other Affiliates, other than payments or distributions relating to obligations in respect of arm’s arm’s-length commercial transactions pursuant to the agreements set forth on Schedule 6.1(p) of the Company Disclosure Letter as existing on the date of this Agreement; (q) engage in any material new line of business; (r) take any action or fail to take any action that would reasonably be expected to prevent the First Merger and the Second Merger, taken together, from constituting an integrated transaction described in Rev. Rul. 2001-46, 2001-2 C.B. 321 that qualifies qualifying as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations;; or (s) (i) limit the rights of any Group Company, in each case in any material respect: (A) to engage in any line of business or in any geographic area; (B) to develop, market or sell products or services; or (C) to compete with any Person; or (ii) grant any exclusive or similar rights to any Person; (t) terminate or amend, in a manner materially detrimental to any Group Company, any material insurance policy insuring the business of any Group Company; (u) amend in a manner materially detrimental to any Group Company, terminate, permit to lapse or fail to use commercially reasonable best efforts to maintain any Approval; or (v) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Sections 6.1(a) through (uthrough(u) above.