Common use of Covenants and Other Agreements Clause in Contracts

Covenants and Other Agreements. Section 8.01 Conduct of the Companies’ Business Prior to the Closing. (a) From the date hereof until the Closing, except as (i) otherwise provided in this Agreement, including the consummation of the Unit Exchange, (ii) as required by applicable Law (including, but not limited to, the HSR Act) or Contract, (iii) consented to in writing by ParentCo and MedMen (which consent shall not be unreasonably withheld, conditioned or delayed), (iv) as contemplated under this Agreement, (v) to the extent that such action or inaction would not be reasonably likely to cause a Company Material Adverse Effect, Transferors shall, and shall cause the Companies to, (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Companies, grow the current organization as contemplated by the expenditures contemplated in the Interim Spending Plan, and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Companies. Without limiting the foregoing, from the date hereof until the Closing Date, Transferors shall cause the Companies not to: (i) take and action which, to Transferors’ actual knowledge, may reasonably be expected to adversely affect the good standing of any Permit; (ii) issue, sell or deliver any units or shares of their capital stock or membership units or issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any units or shares of their capital stock or membership units; provided, however, that units issued or to be issued as set forth on the Company’s pro forma capitalization table, dated December 20, 2018, shall not be subject to this Section 8.01(a)(ii); (iii) effect any recapitalization, reclassification, stock dividend, stock split or like change in their capitalization; (iv) amend or otherwise modify in any respect its organizational documents; (v) make any redemption or purchase of any shares or units of the Companies; (vi) make or rescind any material express or deemed election relating to Taxes, amend any Tax return, settle or compromise any litigation relating to Taxes or change any of its methods of reporting income or deductions for federal, state, national, local or foreign income Tax purposes from those employed in the preparation of the last filed federal, state, national, local or foreign income Tax returns; (vii) change its methods of accounting in effect as of the Interim Balance Sheet Date (except as required by a change in GAAP accounting standards since the Interim Balance Sheet Date); (viii) make any increase in the compensation or benefits of any employees except in the ordinary course of business and consistent with past practice, or as otherwise contemplated by the Interim Spending Plan; (ix) take any action that would prevent the Unit Exchange and the Arrangement from qualifying for the Intended Tax Treatment; (x) incur any material indebtedness in excess of $100,000, other than under the Line of Credit, equipment leases, or as contemplated by and set forth in the Interim Spending Plan; (xi) acquire or dispose of any material assets in excess of $25,000 unless contemplated by and set forth in the Interim Spending Plan; provided, however, that no consent shall be required to (i) complete the acquisition of the Company’s fifth Illinois dispensary or (ii) sell the real estate associated with the Company’s Xxxxxxxx Xxxxx, Pennsylvania dispensary or the Company’s Franklin, Massachusetts, dispensary; (xii) make any pledge of material assets or permit any material assets to become subject to any Encumbrances, other than as contemplated by the Interim Spending Plan in connection with the acquisition of financing for the Company prior to the Closing; (xiii) make or agree to any capital expenditures in excess of $50,000 unless contemplated by and set forth in the Interim Spending Plan; (xiv) amend or terminate any Material Agreement (other than as a result of expiration of its term) or enter into any agreement which would be a Material Agreement if in existence prior to the date of this Agreement; (xv) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Companies, except as set forth in the Interim Spending Plan; (xvi) become delinquent on any debts, Taxes and other material obligations; (xvii) take any action which may be in violation of any applicable Laws; or (xviii) take any action that would cause any of the changes, events or conditions described in Section 4.08 to occur; actions. (xix) authorize any of, or commit or agree to take any of, the foregoing actions.

Covenants and Other Agreements. Section 8.01 5.1 Conduct of the Companies’ Business Prior by ARIS. ARIS covenants and agrees that, prior to the Closing.Effective Time, unless CIBER shall otherwise agree in writing or except in connection with the transactions contemplated by this Agreement: (a) From The business of ARIS shall be conducted in the date hereof until the Closingordinary and usual course of business, except as consistent with past practices, and ARIS shall use its reasonable best efforts to (i) otherwise provided in this Agreement, including the consummation of the Unit Exchangemaintain and preserve intact ARIS's business organization, (ii) keep available the services of its officers and employees, and (iii) maintain significant beneficial business relationships with suppliers, contractors, distributors, customers, licensors, licensees and others having business relationships with it. (b) Without limiting the generality of the foregoing subsection (a), ARIS shall not, directly or indirectly: (i) sell, lease, transfer, mortgage or otherwise encumber, subject to any lien or otherwise dispose of any of its properties or assets, except in the ordinary course of its business, except for the sale of the Real Property as contemplated in Section 3.14(c); (ii) amend or propose to amend its articles of incorporation or by-laws, reincorporate in any jurisdiction, dissolve, liquidate or merge with any entity (whether or not ARIS is the survivor); (iii) split, combine or reclassify any outstanding shares of, or interests in, its capital stock; (iv) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any shares of capital stock of ARIS or any options, warrants or rights to acquire capital stock of ARIS; (v) sell, issue, grant or authorize the issuance or grant of (A) any capital stock or other security, (B) any option, call, warrant or right to acquire any capital stock or other security, or (C) any instrument convertible into or exchangeable for any capital stock or other security (except that (1) ARIS may issue ARIS Common Stock (x) upon the valid exercise of ARIS options outstanding as of the date of this Agreement and (y) pursuant to the ARIS Employee Stock Purchase Plan, and (2) ARIS may, in the ordinary course of business and consistent with past practices and at the fair market value on the date of grant, grant options under its stock option plans to purchase xx xxxx xxan a total of 90,000 shares of ARIS Common Stock to current employees of the ARIS and the employees hired by ARIS after the date of this Agreement); (vi) modify the terms of any existing Indebtedness or incur any Indebtedness or issue any debt securities, except Indebtedness incurred in the ordinary course of business, other than extending ARIS'S existing line of credit on the same terms as the current line of credit; (vii) assume, guarantee, endorse or otherwise as an accommodation become responsible for, the obligations of any other person, enter into any "keep well" or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing or make any material loans or advances or capital contributions to, or investments in, any other person; (viii) authorize, recommend or propose any material change in its capitalization, or any release or relinquishment of any material contract right or effect or permit any of the foregoing; (ix) adopt or establish any new employee benefit plan or amend in any material respect any employee benefit plan or, increase the compensation or fringe benefits of any employee or pay any benefit not consistent with any existing employee benefit plan except in a manner consistent with ARIS's historical salary review procedures; (x) make any payments with respect to, enter into or amend any employment, consulting, severance or indemnification agreement with any director, officer or employee of ARIS, or any collective bargaining agreement or other obligation to any labor organization or employee; (xi) make any material tax election or settle or compromise any liability for Taxes; (xii) make or commit to make capital expenditures for acquisitions of other businesses, capital assets, properties, or intellectual property that exceed $250,000 in the aggregate; (xiii) make any changes in its reporting for Taxes or accounting procedures other than as required by GAAP or applicable Law law; (includingxiv) pay, but not limited todischarge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the HSR Act) most recent ARIS financial statements as disclosed on Schedule 3.4 that were provided to CIBER or Contract, (iii) consented to in writing by ParentCo and MedMen (which consent shall not be unreasonably withheld, conditioned or delayed), (iv) as contemplated under this Agreement, (v) to incurred after the extent that date of such action or inaction would not be reasonably likely to cause a Company Material Adverse Effect, Transferors shall, and shall cause the Companies to, (x) conduct the Business financial statements in the ordinary course of business consistent with past practice; and (y) use commercially reasonable efforts settle any litigation or other legal proceedings involving a payment of more than $50,000 in any one case by or to maintain and preserve intact ARIS; or waive the current organizationbenefits of, business and franchise of the Companiesor agree to modify in any manner, grow the current organization as contemplated by the expenditures contemplated in the Interim Spending Planany noncompetition, and confidentiality, standstill or similar agreement to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Companies. Without limiting the foregoing, from the date hereof until the Closing Date, Transferors shall cause the Companies not to: (i) take and action which, to Transferors’ actual knowledge, may reasonably be expected to adversely affect the good standing of any Permitwhich ARIS is a party; (iixv) issue, sell write off any accounts or deliver any units or shares of their capital stock or membership units or issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any units or shares of their capital stock or membership units; provided, however, that units issued or to be issued as set forth on the Company’s pro forma capitalization table, dated December 20, 2018, shall not be subject to this Section 8.01(a)(ii); (iii) effect any recapitalization, reclassification, stock dividend, stock split or like change in their capitalization; (iv) amend or otherwise modify in any respect its organizational documents; (v) make any redemption or purchase of any shares or units of the Companies; (vi) make or rescind any material express or deemed election relating to Taxes, amend any Tax return, settle or compromise any litigation relating to Taxes or change any of its methods of reporting income or deductions for federal, state, national, local or foreign income Tax purposes from those employed in the preparation of the last filed federal, state, national, local or foreign income Tax returns; (vii) change its methods of accounting in effect as of the Interim Balance Sheet Date (except as required by a change in GAAP accounting standards since the Interim Balance Sheet Date); (viii) make any increase in the compensation or benefits of any employees notes receivable except in the ordinary course of business and consistent with past practice, or as otherwise contemplated by the Interim Spending Plan; (ix) take any action that would prevent the Unit Exchange and the Arrangement from qualifying for the Intended Tax Treatment; (x) incur any material indebtedness in excess of $100,000, other than under the Line of Credit, equipment leases, or as contemplated by and set forth in the Interim Spending Plan; (xi) acquire or dispose of any material assets in excess of $25,000 unless contemplated by and set forth in the Interim Spending Plan; provided, however, that no consent shall be required to (i) complete the acquisition of the Company’s fifth Illinois dispensary or (ii) sell the real estate associated with the Company’s Xxxxxxxx Xxxxx, Pennsylvania dispensary or the Company’s Franklin, Massachusetts, dispensary; (xii) make any pledge of material assets or permit any material assets to become subject to any Encumbrances, other than as contemplated by the Interim Spending Plan in connection with the acquisition of financing for the Company prior to the Closing; (xiii) make or agree to any capital expenditures in excess of $50,000 unless contemplated by and set forth in the Interim Spending Plan; (xiv) amend or terminate any Material Agreement (other than as a result of expiration of its term) or enter into any agreement which would be a Material Agreement if in existence prior to the date of this Agreement; (xv) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Companies, except as set forth in the Interim Spending Planpractices; (xvi) become delinquent on acquire or agree to acquire (x) by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any debtsother manner, Taxes and any business or any corporation, partnership, joint venture, association or other material obligationsbusiness organization or division thereof or (y) any assets that are material, individually or in the aggregate, to ARIS; (xvii) adopt any shareholder rights or similar plan or take any other action with the intention of, or which may reasonably be in violation of any applicable Lawsexpected to have the effect of, damaging CIBER or ARIS; or (xviii) take enter into, modify or authorize any action that would cause contract, agreement, commitment or arrangement to do any of the changes, events or conditions described in Section 4.08 to occur; actionsforegoing. (xixc) authorize ARIS shall promptly advise CIBER orally and in writing of any ofchange or event having, or commit or agree which would reasonably be expected to take any ofhave, the foregoing actionsa ARIS Material Adverse Effect. (d) ARIS shall use reasonable best efforts to roll-up all of its Subsidiaries, except ARIS UK, LTD.

Covenants and Other Agreements. Section 8.01 5.01. Conduct of Business of the Companies’ Business Prior to the Closing. (a) Company. From the date hereof of this Agreement until the Closing, except as earlier of (i) otherwise provided in this Agreement, including the consummation of the Unit Exchange, Effective Time and (ii) as required by applicable Law (includingthe termination of this Agreement pursuant to its terms, but not limited to, the HSR Act) or Contract, (iii) consented to unless Parent shall otherwise consent in writing by ParentCo and MedMen (which consent shall not be unreasonably withheld, conditioned delayed or delayed)conditioned) and except as set forth in Section 5.01 of the Company Disclosure Letter, (iv) as contemplated under this Agreement, (v) to the extent that such action or inaction would not be reasonably likely to cause a Company Material Adverse Effect, Transferors shall, and shall cause the Companies each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practice. In addition to and without limiting the generality of the foregoing, except as expressly set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (xi) conduct the Business Effective Time and (ii) the termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to: (a) adopt or propose any change in its certificate of incorporation or by-laws or other comparable organizational documents; (b) (i) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property) in respect of any of its capital stock (other than dividends or distributions declared, set aside, made or paid by any Subsidiary wholly owned by the Company or another Subsidiary to the Company or such other Subsidiary), (ii) split, combine or reclassify any of its capital stock or issue or propose or authorize the issuance of any other securities (including options, warrants or any similar security exercisable for, or convertible into, such other security) in respect of, in lieu of, or in substitution for, shares of its capital stock, or (iii) repurchase, redeem or otherwise acquire any shares of the capital stock of the Company or any of its Subsidiaries, or any other equity interests or any rights, warrants or options to acquire any such shares or interests; (c) issue, sell, grant, pledge or otherwise encumber any shares of its capital stock or other securities (including any options, warrants or any similar security exercisable for or convertible into such capital stock or similar security) other than (i) pursuant to the exercise of existing options in accordance with their present terms and (ii) pursuant to the existing written contracts or commitments set forth on Section 5.01(c) of the Company Disclosure Letter; (d) merge or consolidate with any other Person or acquire an amount of assets or equity of any other Person (exclusive of goods purchased in the ordinary course of business consistent with past practice; and ) in excess of $2,500,000; (ye) use commercially reasonable efforts sell, lease, license, subject to maintain and preserve intact the current organizationa Lien, business and franchise other than a Permitted Lien, encumber or otherwise surrender, relinquish or dispose of any assets, property or rights (including capital stock of a Subsidiary of the CompaniesCompany) except (i) pursuant to existing written contracts or commitments (the terms of which have been disclosed in writing to Parent prior to the date hereof), grow (ii) sales of inventory in the current organization ordinary course of business consistent with past practice, (iii) a modification, amendment, or termination of any Real Property Lease in the ordinary course of business consistent with past practice or (iv) in an amount not in excess of $2,500,000 individually or in the aggregate; (f) (i) make any loans, advances or capital contributions to, or investments in, any Person other than pursuant to any contract or other legal obligation existing at the date of this Agreement as set forth in Section 5.01(f) of the Company Disclosure Letter, (ii) create, incur, guarantee or assume any Indebtedness, issuances of debt securities, guarantees, loans or advances, other than any of the foregoing in existence as of the date of this Agreement and other than borrowings in the ordinary course of business consistent with past practices under credit facilities of the Company or any of its Subsidiaries in existence as of the date of this Agreement, (iii) enter into any swap or hedging transaction or other derivative agreements other than in the ordinary course of business or (iv) make or commit to make any capital expenditure other than in an amount not to exceed $1,000,000 individually or $2,500,000 in the aggregate; (g) (i) increase the compensation or benefits payable or to become payable to the directors, officers, consultants or employees of the Company, or any of its Subsidiaries, (ii) establish, adopt, enter into or amend any plan, agreement, trust, fund, policy or arrangement that would be considered a Company Benefit Plan, except as contemplated by this Agreement or to the expenditures extent required by applicable Law, (iii) increase the benefits payable under any existing severance or termination pay policies or employment or other agreements, (iv) take any affirmative action to accelerate the vesting of any stock-based compensation, except as contemplated by this Agreement, (v) grant any awards under any bonus, incentive, performance or other compensation plan or arrangement or Company Benefit Plan (including the grant of stock options, stock appreciation rights, stock based or stock related awards, performance units or restricted stock, or the removal of existing restrictions in any Company Benefit Plan or agreements or awards made thereunder), other than contributions (whether in stock or cash) made to Company Benefit Plans as required by the terms of such plans and consistent with past practice, (vi) take any action to fund or in any other way secure the payment of compensation or benefits under any Company Benefit Plan, (vii) make any material determinations not in the Interim Spending ordinary course of business consistent with past practice under any Company Benefit Plan, (viii) grant or promise any tax offset payment award under any Company Benefit Plan, (ix) hire or terminate the employment of any employee at the level of senior vice president or above, or (x) adopt or implement any stockholder rights plan, “poison pill” or similar arrangement or plan that is applicable to the Merger; (h) other than in the ordinary course of business consistent with past practice, settle or compromise any action, suit, claim, litigation, proceeding, arbitration, investigation, audit or controversy (each, a “Proceeding“) or enter into any consent, decree, injunction or similar restraint or form of equitable relief in settlement of any material Proceeding other than such settlements and compromises that relate to preserve Taxes (which are the rightssubject of Section 5.01(i)) or that, franchisesindividually or in the aggregate, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with are not material to the Companies. Without limiting Business or the foregoing, from the date hereof until the Closing Date, Transferors shall cause the Companies not to:Company; (i) take and action which, to Transferors’ actual knowledge, may reasonably be expected to adversely affect the good standing of any Permit; (ii) issue, sell or deliver any units or shares of their capital stock or membership units or issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any units or shares of their capital stock or membership units; provided, however, that units issued or to be issued as set forth on the Company’s pro forma capitalization table, dated December 20, 2018, shall not be subject to this Section 8.01(a)(ii); (iii) effect any recapitalization, reclassification, stock dividend, stock split or like change in their capitalization; (iv) amend or otherwise modify in any respect its organizational documents; (v) make any redemption or purchase of any shares or units of the Companies; (vii) make or rescind any material express or deemed material election relating to TaxesTaxes or consent to any extension of the limitations period applicable to any material Tax claim or assessment, amend any Tax return, (ii) settle or compromise any litigation Proceeding relating to a material Tax claim, enter into a closing or similar agreement with any Taxing Authority relating to any material Taxes or surrender any right to obtain a material Tax refund, credit, offset or other reduction in Tax liability, (iii) file any amended material Tax Return (other than to correct an identified error), (iv) request a ruling relating to material Taxes or (v) change any of its methods material method of reporting income or deductions for federal, state, national, local or foreign income Tax purposes from those employed in the preparation of its Tax Returns for the last filed federaltaxable year ending December 31, state, national, local or foreign income Tax returns2011; (viij) other than in the ordinary course of business consistent with past practice, (i) modify, amend or terminate, or assign, waive, release or relinquish any material rights or claims under, or grant any material consents under any Company Contract, (ii) enter into any successor agreement to an expiring Company Contract that changes the terms of the expiring Company Contract in a way that is materially adverse to the Company or any of the Subsidiaries, (iii) enter into any new contract or agreement that contains a change in control provision in favor of the other party or parties thereto or that would otherwise require a payment to or give rise to any rights to such other party or parties in connection with the transactions contemplated hereby, or (iv) modify, amend or enter into any new agreement that would have been considered a Company Contract if it were entered into at or prior to the date hereof or, once entered into, assign, waive, release or relinquish any material rights or claims thereunder, or grant any material consents thereunder; (k) enter into or renew or extend any agreements or arrangements that limit or otherwise restrict the Company or any of its Affiliates or any successor thereto, or that could, after the Effective Time, limit or restrict the Surviving Corporation or any of its Affiliates or any successor thereto, from engaging or competing in any line of business or in any geographic area; (l) change its methods any method of accounting in effect as or accounting principles or practices by the Company or any of the Interim Balance Sheet Date (its Subsidiaries, except as for any such change required by a change in GAAP accounting standards since the Interim Balance Sheet Date)or a change in applicable Law; (viiim) make any increase in the compensation or benefits of any employees except other than in the ordinary course of business and consistent with past practice, terminate, cancel, amend or as otherwise contemplated modify any material insurance policies maintained by it covering the Interim Spending PlanCompany or any of its Subsidiaries or their respective properties which is not replaced by a comparable amount of insurance coverage; (ix) take any action that would prevent the Unit Exchange and the Arrangement from qualifying for the Intended Tax Treatment; (x) incur any material indebtedness in excess of $100,000, other than under the Line of Credit, equipment leases, or as contemplated by and set forth in the Interim Spending Plan; (xi) acquire or dispose of any material assets in excess of $25,000 unless contemplated by and set forth in the Interim Spending Plan; provided, however, that no consent shall be required to (i) complete the acquisition of the Company’s fifth Illinois dispensary or (ii) sell the real estate associated with the Company’s Xxxxxxxx Xxxxx, Pennsylvania dispensary or the Company’s Franklin, Massachusetts, dispensary; (xii) make any pledge of material assets or permit any material assets to become subject to any Encumbrances, other than as contemplated by the Interim Spending Plan in connection with the acquisition of financing for the Company prior to the Closing; (xiii) make or agree to any capital expenditures in excess of $50,000 unless contemplated by and set forth in the Interim Spending Plan; (xiv) amend or terminate any Material Agreement (other than as a result of expiration of its term) or enter into any agreement which would be a Material Agreement if in existence prior to the date of this Agreement; (xvn) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the CompaniesCompany or any of its Subsidiaries; (o) abandon, except dedicate to the public, convey title to or grant licenses under (other than in the ordinary course of business consistent with past practice) any material Intellectual Property or Trade Secrets of the Company or any of its Subsidiaries; (p) accelerate or delay the payment of any material accounts payable or extend or make any agreement to extend, the payment terms of any accounts receivable; (q) revalue in any material respect any of its assets, including writing down the value of inventory or writing down notes or accounts receivable, other than in the ordinary course of business consistent with past practice or as may be consistent with GAAP; (r) permit any of its Subsidiaries or Affiliates or any of its or their respective directors, officers, managers, employees, independent contractors, representatives or agents to promise, authorize or make any payment to, or otherwise contribute any item of value to, directly or indirectly, any non-U.S. official, in each case, in violation of the FCPA; (s) take any actions or omit to take any actions that would or would be reasonably likely to (i) result in any of the conditions to the consummation of the transactions contemplated by this Agreement set forth in Article VI not being satisfied or (ii) materially impair the Interim Spending Plan; (xvi) become delinquent on any debts, Taxes and other material obligations; (xvii) take any action which may be ability of the Parties to consummate the transactions contemplated hereby in violation of any applicable Lawsaccordance with the terms hereof or materially delay such consummation; or (xviiit) take any action that would cause agree or commit to do any of the changes, events or conditions described in Section 4.08 to occur; actionsforegoing. (xix) authorize any of, or commit or agree to take any of, the foregoing actions.

Covenants and Other Agreements. Section 8.01 Conduct 7.1 Interim Operations of the Companies’ Business Prior to Seller, the ClosingCompanies and the Company Subsidiaries. (a) From During the period from the date hereof until of this Agreement to, and including, the ClosingClosing Date, except with Purchaser's prior specific written consent, or as required or contemplated by Sections 7.15 and 7.18, or as otherwise expressly contemplated by this Agreement, the Companies and the Company Subsidiaries shall, and the Seller shall cause the Companies and the Company Subsidiaries to, operate their respective businesses only in the ordinary and usual course consistent with past practices and to use reasonable efforts to preserve intact their business organization and good will in all material respects, including without limitation the good will and relationships of the Companies' and the Company Subsidiaries' customers, suppliers, employees and vendors. Additionally, during the period from the date of this Agreement to the Closing Date, the Companies and the Company Subsidiaries shall not, and the Seller shall cause the Companies and the Company Subsidiaries not to, do any of the following (unless otherwise expressly contemplated by this Agreement or permitted in writing by Purchaser): (i) otherwise provided in this Agreement, including the consummation amend their respective certificate or articles of the Unit Exchange, incorporation or bylaws or code of regulation or other formation and organizational documents; (ii) as required by applicable Law issue, sell or authorize for issuance or sale, shares of any class of their respective securities (including, but not limited to, the HSR Actby way of stock split or dividend) or Contractany subscriptions, options, warrants, rights or convertible securities, or enter into any agreements or commitments of any character obligating it to issue or sell any such securities; (iii) consented redeem, purchase or otherwise acquire, directly or indirectly, any shares of their capital stock or any option, warrant or other right to in writing by ParentCo and MedMen (which consent shall not be unreasonably withheld, conditioned purchase or delayed), acquire any such capital stock; (iv) as contemplated under this Agreementdeclare or pay any dividend or other distribution other than between and among the Companies and the Company Subsidiaries (whether in cash, stock or other property) with respect to their capital stock; (v) to the extent that such action voluntarily sell, transfer, surrender, abandon or inaction would not be reasonably likely to cause a Company Material Adverse Effectdispose of any of their material assets or property rights (tangible or intangible), Transferors shall, and shall cause the Companies to, (x) conduct the Business other than in the ordinary course of business consistent with past practice; and (y) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Companies, grow the current organization as contemplated by the expenditures contemplated in the Interim Spending Planpractices, and to preserve the rightsprovided that any such sale, franchisestransfer, goodwill and relationships of its employeessurrender, customers, lenders, suppliers, regulators and others having business relationships with the Companies. Without limiting the foregoing, from the date hereof until the Closing Date, Transferors shall cause the Companies not to: (i) take and action which, to Transferors’ actual knowledge, may reasonably abandonment or disposition which would otherwise be expected to adversely affect the good standing of any Permit; (ii) issue, sell or deliver any units or shares of their capital stock or membership units or issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any units or shares of their capital stock or membership units; provided, however, that units issued or to be issued as set forth on the Company’s pro forma capitalization table, dated December 20, 2018, shall not be subject to this Section 8.01(a)(ii); (iii) effect any recapitalization, reclassification, stock dividend, stock split or like change in their capitalization; (iv) amend or otherwise modify in any respect its organizational documents; (v) make any redemption or purchase of any shares or units of the Companies; (vi) make or rescind any material express or deemed election relating to Taxes, amend any Tax return, settle or compromise any litigation relating to Taxes or change any of its methods of reporting income or deductions for federal, state, national, local or foreign income Tax purposes from those employed in the preparation of the last filed federal, state, national, local or foreign income Tax returns; (vii) change its methods of accounting in effect as of the Interim Balance Sheet Date (except as required by a change in GAAP accounting standards since the Interim Balance Sheet Date); (viii) make any increase in the compensation or benefits of any employees except in the ordinary course of business does not violate this Agreement; (vi) grant or make any mortgage or pledge or subject itself or any of its properties or assets to any Encumbrance of any kind, except liens for Taxes not currently due and Permitted Encumbrances not incurred in connection with borrowed money; (vii) create, incur or assume any liability or indebtedness, except trade indebtedness in the ordinary course of business consistent with past practicepractices; (viii) create, incur or assume (1) any account or note payable, in excess of $300,000 individually (without Purchaser's consent which shall not be unreasonably withheld) or (2) accounts or notes payable that exceed the amount of accounts or notes payable as otherwise contemplated of March 31, 2001 by the Interim Spending Plan;more than $3.4 million. (ix) take make or commit to make any action that would prevent capital expenditures exceeding Fifty Thousand Dollars ($50,000.00), individually, or One Million Dollars ($1,000,000), in the Unit Exchange and the Arrangement from qualifying for the Intended Tax Treatment;aggregate. (x) incur become subject to any material indebtedness in excess of $100,000, other than under the Line of Credit, equipment leases, or as contemplated by and set forth in the Interim Spending PlanGuaranty; (xi) acquire apply any of its assets to the direct or dispose indirect payment, discharge, satisfaction or reduction of any material assets in excess amount payable directly or indirectly to or for the benefit of $25,000 unless contemplated by and set forth the Seller or any Affiliate of the Seller or any Related Party or to the prepayment of any such amounts, other than expenses payable in the Interim Spending Plan; provided, however, that no consent shall be required ordinary course of business to (i) complete the acquisition of the Company’s fifth Illinois dispensary Seller or (ii) sell the real estate associated with the Company’s Xxxxxxxx Xxxxx, Pennsylvania dispensary or the Company’s Franklin, Massachusetts, dispensaryscheduled lease payments under Leases listed on Schedule 4.16; (xii) make grant any pledge of material assets increase in the compensation payable or permit any material assets to become subject payable to directors, officers or employees (including, without limitation, any such increase pursuant to any Encumbrancesbonus, pension, profit-sharing or other plan or commitment), except for annual raises to employees other than as contemplated by executive officers in the Interim Spending Plan in connection ordinary course of business consistent with the acquisition of financing for the Company prior to the Closingpast practices; (xiii) make or agree to any capital expenditures in excess of $50,000 unless contemplated by and set forth in the Interim Spending Plan; (xiv) amend or terminate any Material Agreement (other than except as a result of expiration of its term) or listed on Schedule 7.1, enter into any agreement which would be a Material Agreement if in existence prior Agreement, or amend or terminate any existing Material Agreement, which is outside the ordinary course of business consistent with past practices. With respect to the foregoing, the Seller shall provide Purchaser with a complete list of any such Material Agreements entered into, amended, or terminated between the date hereof and the Closing Date; (xiv) alter the manner of this Agreementkeeping their books, accounts or records, or change in any manner the accounting practices therein reflected; (xv) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Companies, except as set forth on Schedule 7.1, enter into any commitment or transaction other than in the Interim Spending Planordinary course of business consistent with past practices; (xvi) become delinquent do any act, or omit to do any act, or permit to the extent within the Seller's, or any Company's or any Company Subsidiary's, control, any act or omission to act which would cause a material violation or breach of any of the representations, warranties or covenants of the Seller or any of the Companies set forth in this Agreement or cause any representation or warranty set forth herein, or in any certificate or other document delivered in connection herewith, to be untrue in any material respect on any debts, Taxes and other material obligationsthe Closing Date; (xvii) take any action which may be has or could have a Material Adverse Effect; (xviii) alter in violation any manner any of the Companies' or Company Subsidiaries' existing working capital facilities, or prepay any applicable Lawsdebt other than a mandatory prepayment in the ordinary course of business; (xix) transfer, directly or indirectly, in any way, any cash, cash equivalents, securities, or other assets to the Seller, or for the benefit of the Seller, including, but not limited to, by way of dividend, loan, repayment of indebtedness, payment of fees, or other distribution or transfer except as expressly permitted by the terms hereof (including Schedule 7.1); or (xviiixx) take any action that would cause agree, whether in writing or otherwise, to do any of the changes, events or conditions described in Section 4.08 to occur; actionsforegoing. (xixb) authorize During the period from the date of this Agreement to, and including, the Closing Date, the Seller shall not sell or transfer any ofits assets, or commit or agree to otherwise take any ofaction, if, under the laws of the state of incorporation of the Seller, such sale, transfer, or action would have the effect of requiring the shareholders of the Seller to approve, or making it more likely that the shareholders of the Seller would be required to approve, the foregoing actionstransactions contemplated hereby.

Covenants and Other Agreements. Section 8.01 4.1 Conduct of Business of Hold Co, the Companies’ Company and its Subsidiaries. During the period from the date hereof and continuing until the earlier of the termination of this Agreement and the Effective Time: (a) Other than as required by the Drop Down Agreement and the Hold Co Merger Agreement, Hold Co and the Company shall, and shall cause each of their Subsidiaries (other than the Spin-Off Subsidiary and its Subsidiaries) to, (i) use their commercially reasonable efforts to conduct the Project Business Prior and each Project Company Business in the ordinary course of business (except to the extent expressly provided otherwise in this Agreement or as consented to in writing by Parent); (ii) (x) use commercially reasonable efforts to pay all of its debts and Taxes when due, subject to good faith disputes over such debts or Taxes, and (y) to pay or perform its other obligations when due, except, with respect to obligations not Related to the Project Business, to the extent there are negotiations to modify the payment terms of such obligations; and (iii) use commercially reasonable efforts to preserve intact its present business organizations, keep available the services of the Project Employees, preserve its relationships with customers, development partners, suppliers, distributors, licensors, licensees and others having business dealings with it and, subject to compliance with Sections 4.1(d) and 4.1(e), avoid any Project Contract lapses or terminations as a result of a failure of Hold Co, the Company or any of their respective Subsidiaries to take appropriate action in the ordinary course of business; (b) The Company shall promptly notify Parent of any event or development, which, individually or in the aggregate with any other event or development, is reasonably likely to cause any of the conditions to closing set forth in Article 5 not to be satisfied; provided that in no event shall Parent be entitled to make a claim for indemnification under Section 7.2(a)(ii) for a breach of this Section 4.1(b) after Closing; (c) Hold Co shall not, and Hold Co and the Company shall cause the Spin-Off Subsidiary not to, enter into any Contract, conduct any business, acquire any asset or incur any Liability that is Related to the Project Business; (d) Hold Co and the Company shall not, and shall cause the Spin-Off Subsidiary and its Subsidiaries not to, do, cause or permit any act, including entering into any Contract, that would reasonably be expected to cause the Company, any of its Subsidiaries (other than the Spin-Off Subsidiary and its Subsidiaries) or any of their respective officers, directors or employees to be subject to or responsible for any Liability, other than (i) the Excluded Liabilities (as defined in the Drop Down Agreement) and (ii) with respect to performance obligations pursuant to Contracts (other than Project Contracts) that contain provisions for automatic novation upon the Drop Down Closing so as to substitute the Spin-Off Subsidiary or Hold Co for the Company or the applicable Project Company as a party to such Contracts; (e) Hold Co and the Company shall, and shall cause each of their respective Subsidiaries to, cause each Contract entered into by the Company or any of its Subsidiaries on or after the date hereof until the earlier of the termination of this Agreement and the Effective Time to (i) in the case of Contracts that are not Related to the Project Business, contain provisions for automatic novation upon the Drop Down Closing so as to substitute the Spin-Off Subsidiary or Hold Co for the Company or the applicable Project Company as a party to such Contracts and (ii) cause each such Contract that is Related to the Project Business to provide for the prevention of any material change in the rights or obligations of any party in connection with, or termination rights as a result of, the consummation of the transactions contemplated by this Agreement, the Drop Down Agreement, the Distribution or the Hold Co Merger; and (f) Neither Hold Co nor the Company will file or become obligated to file any consolidated, combined, unitary, aggregate or affiliated Tax Return for U.S. Federal income Tax or any other Tax purposes. 4.2 Restrictions on Conduct of Business of the Company and its Subsidiaries. (a) From Without limiting the generality or effect of the provisions of Section 4.1, during the period from the date hereof and continuing until the Closingearlier of the termination of this Agreement and the Effective Time, the Company shall not, and shall cause each of the Project Companies and Newco not to, and Hold Co shall cause the Company not to, do, cause or permit any of the following (except to the extent (w) expressly provided otherwise herein (including on Section 4.2 of the Company Disclosure Letter) or in the Drop Down Agreement, the Hold Co Merger Agreement or the budget provided to Parent prior to the date hereof and as (iattached in Schedule 8.4(mmmmmm) otherwise provided in to this Agreement, including the consummation of the Unit Exchange, (iix) as required by applicable Law (including, but not limited to, in which case the HSR ActCompany will notify Parent before taking any such action to the extent reasonably practicable) or Contract, (iiiy) consented to in writing by ParentCo and MedMen (which Parent, such consent shall not to be unreasonably withheld, conditioned withheld or delayed, for any of the following that are not Related to the Project Business): (i) Cause or permit any amendments to its organizational documents; (ii) Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock (except for distributions of cash to the Company or any other Subsidiary of the Company), or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, except the issuance of shares of Company Common Stock upon the conversion of Company Preferred Stock issued and outstanding on the date hereof or upon the exercise of Company Options outstanding on the date hereof, or repurchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, non-employee directors and consultants in accordance with agreements existing at the date hereof providing for the repurchase of shares in connection with any termination of service; (A) Enter into any Project Contract that if entered into prior to the date hereof would have been required to be reflected on Section 2.14(a) of the Company Disclosure Letter, or (B) amend or otherwise modify in any material respect or waive any of the material terms of any Project Contract (except for Project Contracts not required to be set forth on Section 2.14(a) of the Company Disclosure Letter but only to the extent such amendment, had it occurred prior to the date hereof, would not have required such Project Contract (as so amended) to be listed on Section 2.14(a) of the Company Disclosure Letter; (iv) Enter into any Contract that is not Related to the Project Business other than (A) Contracts containing provisions for automatic novation upon the Drop Down Closing so as contemplated under this Agreement, to substitute Hold Co or the Spin-Off Subsidiary for the Company or the applicable Project Company as a party to such Contracts or (B) the Master Sublease; (v) Issue or grant any equity-linked securities or agree to issue or grant any equity-linked securities other than (i) the extent that such action or inaction would not be reasonably likely to cause a issuance of shares of Company Material Adverse Effect, Transferors shallCommon Stock upon the conversion of Company Preferred Stock issued and outstanding on the date hereof, and shall cause (ii) the Companies issuance of shares of Company Common Stock in accordance with the exercise of stock options outstanding on the date hereof; (vi) Make any loans or advances (other than Project Business Payments) to, or any investments in or capital contributions to, or forgive or discharge in whole or in part any outstanding loans or advances of, any Person (xother than the Company or a Project Company) conduct the Business other than in the ordinary course of business consistent with past practice; and (y) use commercially reasonable efforts current practices as of immediately prior to maintain and preserve intact the current organization, business and franchise of the Companies, grow the current organization as contemplated by the expenditures contemplated in the Interim Spending Plan, and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Companies. Without limiting the foregoing, from the date hereof until the Closing Date, Transferors shall cause the Companies not to: (i) take and action which, to Transferors’ actual knowledge, may reasonably be expected to adversely affect the good standing of any Permit; (ii) issue, sell or deliver any units or shares of their capital stock or membership units or issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any units or shares of their capital stock or membership units; provided, however, that units issued or to be issued as set forth on the Company’s pro forma capitalization table, dated December 20, 2018, shall not be subject to this Section 8.01(a)(ii); (iii) effect any recapitalization, reclassification, stock dividend, stock split or like change in their capitalization; (iv) amend or otherwise modify in any respect its organizational documents; (v) make any redemption or purchase of any shares or units of the Companies; (vi) make or rescind any material express or deemed election relating to Taxes, amend any Tax return, settle or compromise any litigation relating to Taxes or change any of its methods of reporting income or deductions for federal, state, national, local or foreign income Tax purposes from those employed in the preparation of the last filed federal, state, national, local or foreign income Tax returnshereof; (vii) change its methods of accounting in effect as of the Interim Balance Sheet Date (except as required by a change in GAAP accounting standards since the Interim Balance Sheet Date)Transfer or license to any Person any rights to any Project IP Rights; (viii) make Enter into any increase employment Contract with a Project Employee or any collective bargaining agreement, unless such contains provisions for automatic consent, waiver or novation and prevention of any material change in the compensation or benefits obligations of any employees except party in connection with, or termination rights as a result of the consummation of, the transactions contemplated by this Agreement, the Drop Down Agreement, the Distribution or the Hold Co Merger, or transfer any Project Employee to the Spin-Off Subsidiary or any of its Subsidiaries; (ix) Modify the salary of any Project Employee, grant any severance or termination pay to any Project Employee, or amend or modify any existing severance or termination agreement with any Project Employee; (x) Other than in the ordinary course of business and consistent with past practicecurrent practices as of immediately prior to the date hereof, adopt or amend any employee or compensation benefit plan, including any stock purchase, stock issuance or stock option plan, or amend any compensation, benefit, entitlement, grant or award provided or made under any such plan, except in each case as otherwise contemplated by required under ERISA or as necessary to maintain the Interim Spending Plan; (ix) take any action that would prevent the Unit Exchange and the Arrangement from qualifying for the Intended Tax Treatment; (x) incur any material indebtedness in excess qualified status of $100,000, other than such plan under the Line of Credit, equipment leasesCode or in a manner that does not apply to any Project Employees, or as contemplated by and set forth in pay any special bonus or special remuneration to, or increase the Interim Spending Plansalaries or wage rates of, any Project Employee; (xi) acquire or dispose Grant any exclusive rights of any material assets in excess of $25,000 unless contemplated by and set forth in type or scope that would have any adverse impact or adverse effect on the Interim Spending Plan; provided, however, that no consent shall be required to (i) complete the acquisition Company or any of the Company’s fifth Illinois dispensary or (ii) sell Project Companies after the real estate associated with the Company’s Xxxxxxxx Xxxxx, Pennsylvania dispensary or the Company’s Franklin, Massachusetts, dispensaryClosing; (xii) make Sell, lease, license or otherwise dispose of or encumber any pledge of material assets or permit any material assets to become subject to any Encumbrances, other than as contemplated by the Interim Spending Plan in connection with the acquisition of financing for the Company prior to the ClosingProject Assets; (xiii) make Incur any indebtedness for borrowed money or agree guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, in each case unless such indebtedness, debt securities or guarantee would be repaid and terminated, or automatically novated to any capital expenditures Hold Co, as of the Closing, provided that in excess no event shall the principal amount of the Bridge Loan exceed $50,000 unless contemplated by and set forth in the Interim Spending Plan75,000,000; (xiv) amend Enter into any material operating lease that would constitute a Project Contract or terminate any Material Agreement (other than that does not provide for automatic novation upon the Drop Down Closing so as to substitute Hold Co or the Spin-Off Subsidiary for the Company or the applicable Project Company as a result of expiration of its termparty to such; (xv) Other than Project Business Payments, make any capital commitments or enter into any agreement which would be capital leases except for capital leases that are not Related to the Project Business and, if made by the Company or any Project Company, that contain provisions for automatic novation upon the Drop Down Closing so as to substitute Hold Co or the Spin-Off Subsidiary for the Company or the applicable Project Company as a Material Agreement if party to such; (xvi) Reduce the amount of any insurance coverage, including by way of termination or lapse of coverage, provided by existing insurance policies, other than in existence the ordinary course of business consistent with current practices as of immediately prior to the date hereof; (xvii) Terminate or waive any right or claim of substantial value Related to the Project Business; (xviii) Commence a lawsuit other than for a breach of this Agreement; (xvxix) adopt a plan of complete Acquire or partial liquidationagree to acquire by merging or consolidating with, dissolutionor by purchasing the assets of, restructuringor by any other manner, recapitalization any business or any company, partnership, association or other reorganization business organization or division thereof, or otherwise acquire or agree to acquire any assets outside the ordinary course of business except pursuant to a Contract that provides for automatic novation upon the Companies, except Drop Down Closing so as set forth in to substitute the Interim Spending PlanSpin-Off Subsidiary or Hold Co for the Company or the applicable Project Company as a party to such Contracts; (xvixx) become delinquent on Make or change any debtselection in respect of Taxes, Taxes and other material obligationsadopt of change an accounting method in respect of Taxes, file any amendment to a Tax Return, enter into any Tax-related 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; (xviixxi) take Enter into any action agreement or transaction Related to the Project Business in which may be in violation any officer or non-employee director of the Company or any applicable Lawsof its Subsidiaries (or any member of the immediate family of such officer or director) has an interest; orand (xviiixxii) Take or agree in writing or otherwise to take, any of the actions described in the foregoing clauses of this Section 4.2. (b) Notwithstanding anything to the contrary herein, none of the Company, Hold Co, Newco or the Spin-off Subsidiary shall have any liability hereunder for failure to take any action that would cause results in any breach of a representation, warranty, agreement or covenant herein and for which the changes, events or conditions described in Company has made a reasonable request for consent required under Section 4.08 4.2 if Parent has unreasonably refused to occur; actions. (xix) authorize any ofconsent to, or commit or agree to take any ofhas unreasonably delayed its consent for, the foregoing actionssuch action under Section 4.2, and such breach shall be disregarded for purposes of Article 7 herein (but not for purposes of Articles 5 and 6 herein).

Covenants and Other Agreements. Section 8.01 6.1 Conduct of the Companies’ Business Prior to the ClosingBusiness. (a) From During the period from the date hereof until of this Agreement through the ClosingClosing Date, except as the Seller shall: (i) otherwise provided in this Agreement, including the consummation of the Unit Exchange, (ii) as required by applicable Law (including, but not limited to, the HSR Act) or Contract, (iii) consented to in writing by ParentCo and MedMen (which consent shall not be unreasonably withheld, conditioned or delayed), (iv) as contemplated under this Agreement, (v) to the extent that such action or inaction would not be reasonably likely to cause a Company Material Adverse Effect, Transferors shall, and shall cause the Companies to, (x) conduct the Business and own, operate and use the Purchased Assets in the ordinary course consistent with past practice; (ii) use reasonable efforts to preserve the present business organizations and relationships of the Business (including, without limitation, with distributors, customers, vendors, suppliers, manufacturers, employees and others) with respect to the Purchased Assets and all of the goodwill associated therewith; (iii) use reasonable efforts to keep available the services of the present employees of the Seller who are actively involved in the Business; (iv) use reasonable efforts to preserve the material rights and franchises of the Seller which are part of the Purchased Assets; (v) not take any action that could reasonably be expected to or would have a Material Adverse Effect on the Business or any of the Purchased Assets or would materially impair, hinder or adversely affect the ability of the Seller to consummate the transactions contemplated hereby or by any other Seller Document; (vi) deliver to the Purchaser a copy of each written notice sent or received under the Building Lease; (vii) deliver to the Purchaser a copy of each written notice or communication from any Governmental Entity or Regulatory Authority relating to the Business or any of the Purchased Assets; (viii) perform all material obligations under the Building Lease and any Contract; and (ix) deliver to the Purchaser all material notices and communications with respect to the Business from customers, suppliers, vendors and third parties. (b) Without limiting the generality of the foregoing, from the date of this Agreement through the Closing Date, Seller shall not: (i) sell, pledge, transfer, dispose of, or encumber or suffer or permit to exist any Lien on, any of the Purchased Assets; (ii) increase any compensation or benefit payable or provided to any employee who is employed in the Business, except pursuant to a Legal Requirement, an existing Benefit Plan or Contract and which increase, if any, shall not be greater than in accordance with the Seller's past practices; (iii) except as set forth in Schedule 6.1(b), enter into, amend or terminate any Contract without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed, or take or fail to take any action within the reasonable control of such Seller that would constitute a breach of or default under (without regard to any notice or passage of time or both) any Contract, other than in the ordinary course of business; (iv) waive any claims or rights of value with respect to any of the Purchased Assets or the Business, other than in the ordinary course of business consistent with past practice; and (y) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Companies, grow the current organization as contemplated by the expenditures contemplated in the Interim Spending Plan, and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Companies. Without limiting the foregoing, from the date hereof until the Closing Date, Transferors shall cause the Companies not to: (i) take and action which, to Transferors’ actual knowledge, may reasonably be expected to adversely affect the good standing of any Permit; (ii) issue, sell or deliver any units or shares of their capital stock or membership units or issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any units or shares of their capital stock or membership units; provided, however, that units issued or to be issued as set forth on the Company’s pro forma capitalization table, dated December 20, 2018, shall not be subject to this Section 8.01(a)(ii); (iii) effect any recapitalization, reclassification, stock dividend, stock split or like change in their capitalization; (iv) amend or otherwise modify in any respect its organizational documentspractices; (v) make amend, waive, surrender or terminate or agree to the amendment, waiver, surrender or termination of (A) the Building Lease; or (B) any redemption Contract or purchase of any shares Authorization, without the prior written consent from the Purchaser (which consent will not be unreasonably withheld or units of the Companiesdelayed); (vi) make exercise any right or rescind option under (A) the Building Lease, or any material express Contract or deemed election relating to Taxes(B) extend or renew the Building Lease, amend any Tax returnPersonal Property Lease, settle or compromise any litigation relating to Taxes or change any of its methods of reporting income or deductions for federal, state, national, local or foreign income Tax purposes from those employed in the preparation of the last filed federal, state, national, local or foreign income Tax returnsContract; (vii) change its methods of accounting incur any indebtedness for borrowed money in effect as of connection with the Interim Balance Sheet Date (except as required by a change in GAAP accounting standards since the Interim Balance Sheet Date); (viii) make any increase in the compensation or benefits of any employees except Business other than borrowings for working capital purposes under existing credit facilities in the ordinary course of business and consistent with past practice, or as otherwise contemplated by the Interim Spending Plan;practices; and 42 (ixviii) take enter into, adopt or amend any action that would prevent the Unit Exchange and the Arrangement from qualifying Benefit Plan including, without limitation, any bonus, profit-sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreements, trusts, plans, funds or other arrangements of or for the Intended Tax Treatment; (x) incur any material indebtedness in excess of $100,000, other than under the Line of Credit, equipment leases, benefit or as contemplated by and set forth in the Interim Spending Plan; (xi) acquire or dispose welfare of any material assets in excess employee of $25,000 unless contemplated by and set forth in the Interim Spending PlanSeller; provided, however, that no consent shall except as may otherwise be required to (i) complete the acquisition of the Company’s fifth Illinois dispensary or (ii) sell the real estate associated with the Company’s Xxxxxxxx Xxxxx, Pennsylvania dispensary or the Company’s Franklin, Massachusetts, dispensary; (xii) make any pledge of material assets or permit any material assets to become subject pursuant to any Encumbrances, other than as contemplated by the Interim Spending Plan in connection with the acquisition of financing for the Company prior to the Closing; (xiii) make or agree to any capital expenditures in excess of $50,000 unless contemplated by and set forth in the Interim Spending Plan; (xiv) amend or terminate any Material Agreement (other than as a result of expiration of its term) or enter into any agreement which would be a Material Agreement if in existence prior to the date of this Agreement; (xv) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Companies, except as set forth in the Interim Spending Plan; (xvi) become delinquent on any debts, Taxes and other material obligations; (xvii) take any action which may be in violation of any applicable Laws; or (xviii) take any action that would cause any of the changes, events or conditions described in Section 4.08 to occur; actionsLegal Requirement. (xix) authorize any of, or commit or agree to take any of, the foregoing actions.

Covenants and Other Agreements. Section 8.01 Conduct of the Companies’ Business Prior to the Closing. (a) From the date hereof until the Closing, except as (i) otherwise provided in this Agreement, including the consummation of the Unit Exchange, (ii) as required by applicable Law (including, but not limited to, the HSR Act) or Contract, (iii) consented to in writing by ParentCo and MedMen (which consent shall not be unreasonably withheld, conditioned or delayed), (iv) as contemplated under this Agreement, (v) to the extent that such action or inaction would not be reasonably likely to cause a Company Material Adverse Effect, Transferors shall, and shall cause the Companies to, (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Companies, grow the current organization as contemplated by the expenditures contemplated in the Interim Spending Plan, and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Companies. Without limiting the foregoing, from the date hereof until the Closing Date, Transferors shall cause the Companies not to: (i) take and action which, to Transferors’ actual knowledge, may reasonably be expected to adversely affect the good standing of any Permit; (ii) issue, sell or deliver any units or shares of their capital stock or membership units or issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any units or shares of their capital stock or membership units; provided, however, that units issued or to be issued as set forth on the Company’s pro forma capitalization table, dated December 20, 2018, shall not be subject to this Section 8.01(a)(ii); (iii) effect any recapitalization, reclassification, stock dividend, stock split or like change in their capitalization; (iv) amend or otherwise modify in any respect its organizational documents; (v) make any redemption or purchase of any shares or units of the Companies; (vi) make or rescind any material express or deemed election relating to Taxes, amend any Tax return, settle or compromise any litigation relating to Taxes or change any of its methods of reporting income or deductions for federal, state, national, local or foreign income Tax purposes from those employed in the preparation of the last filed federal, state, national, local or foreign income Tax returns; (vii) change its methods of accounting in effect as of the Interim Balance Sheet Date (except as required by a change in GAAP accounting standards since the Interim Balance Sheet Date); (viii) make any increase in the compensation or benefits of any employees except in the ordinary course of business and consistent with past practice, or as otherwise contemplated by the Interim Spending Plan; (ix) take any action that would prevent the Unit Exchange and the Arrangement from qualifying for the Intended Tax Treatment; (x) incur any material indebtedness in excess of $100,000, other than under the Line of Credit, equipment leases, or as contemplated by and set forth in the Interim Spending Plan; (xi) acquire or dispose of any material assets in excess of $25,000 unless contemplated by and set forth in the Interim Spending Plan; provided, however, that no consent shall be required to (i) complete the acquisition of the Company’s fifth Illinois dispensary or (ii) sell the real estate associated with the Company’s Xxxxxxxx Xxxxx, Pennsylvania dispensary or the Company’s Franklin, Massachusetts, dispensary; (xii) make any pledge of material assets or permit any material assets to become subject to any Encumbrances, other than as contemplated by the Interim Spending Plan in connection with the acquisition of financing for the Company prior to the Closing; (xiii) make or agree to any capital expenditures in excess of $50,000 unless contemplated by and set forth in the Interim Spending Plan; (xiv) amend or terminate any Material Agreement (other than as a result of expiration of its term) or enter into any agreement which would be a Material Agreement if in existence prior to the date of this Agreement; (xv) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Companies, except as set forth in the Interim Spending Plan; (xvi) become delinquent on any debts, Taxes and other material obligations; (xvii) take any action which may be in violation of any applicable Laws; or (xviii) take any action that would cause any of the changes, events or conditions described in Section 4.08 to occur; actions.; (xix) authorize any of, or commit or agree to take any of, the foregoing actions.