Common use of Covenants of Parent Clause in Contracts

Covenants of Parent. (a) Promptly after each Milestone Event has occurred (but in any event within ten (10) Business Days after the occurrence of the applicable Milestone Event), Parent shall take all actions required to be taken by Parent to issue the applicable Sponsor Earnout Shares to the Sponsor. (b) Parent shall take such actions as are reasonably requested by the Sponsor to evidence the issuances pursuant to Section 2(a), including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent). (c) In the event Parent shall at any time during the Earnout Period pay any dividend on Parent Common Stock by the issuance of additional shares of Parent Common Stock, or effect a subdivision or combination or consolidation of the outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stock, then in each such case, (i) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such event, and (ii) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Sponsor the same economic effect as contemplated by this Agreement prior to such event. (d) During the Earnout Period, Parent shall take all reasonable efforts for Parent to remain listed as a public company on, and for the Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control or entering into a Contract that contemplates a Change in Control. Upon the consummation of any Change in Control during the Earnout Period, other than as set forth in Section 4, Parent shall have no further obligations pursuant to this Section 3(d). (e) Except with respect to any amounts treated as imputed interest under Section 483 of the Code, any issuance of shares of Sponsor Earnout Shares pursuant to this Agreement shall be treated as an adjustment to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code).

Covenants of Parent. Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, Parent shall use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from the date of this Agreement until the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to: (a) Promptly after each Milestone Event has occurred (but take any action that is intended or may reasonably be expected to result in any event within ten (10) Business Days after the occurrence of the applicable Milestone Event), Parent shall take all actions required to be taken by Parent to issue the applicable Sponsor Earnout Shares conditions to the Sponsor.Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Date; (b) Parent shall take such actions change its methods of accounting in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as are reasonably requested concurred with by the Sponsor to evidence the issuances pursuant to Section 2(a), including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent).’s independent auditors; (c) In amend its certificate of incorporation, by-laws or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the event Parent shall at any time during the Earnout Period pay any dividend on Parent Common Stock by the issuance holders of additional shares of Parent Company Common Stock, or effect a subdivision or combination or consolidation of the outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stock, then in each such case, (i) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such event, and (ii) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Sponsor the same economic effect as contemplated by this Agreement prior to such event.; (d) During the Earnout Periodadjust, split, combine or reclassify any capital stock of Parent shall take all reasonable efforts for Parent to remain listed as a public company onor make, and for the Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control declare or entering into a Contract that contemplates a Change in Control. Upon the consummation pay any extraordinary dividend on any capital stock of any Change in Control during the Earnout Period, other than as set forth in Section 4, Parent shall have no further obligations pursuant to this Section 3(d).Parent; (e) Except with respect take any action or fail to take any amounts treated as imputed interest under Section 483 of the Code, any issuance of shares of Sponsor Earnout Shares pursuant to this Agreement shall be treated as an adjustment to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share action that is issued pursuant intended or is reasonably likely to this Agreement shall be treated result in preventing the Merger from qualifying as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as a “other propertyreorganization” within the meaning of Section 356 368(a) of the Code); (f) enter into any agreement to acquire any financial institution or its holding company or a material amount of assets from of any financial institution or its holding company; or (g) agree to do any of the foregoing.

Covenants of Parent. (a) Promptly after each Milestone Event has occurred (but in any event within ten (10) Business Days after the occurrence of the applicable Milestone Event), Parent shall take all actions required to be taken by Parent to issue the applicable Sponsor Management Earnout Shares to the Sponsor.Management Members as detailed on Exhibit A. (b) Parent shall take such actions as are reasonably requested by the Sponsor Management Members to evidence the issuances pursuant to Section 2(a), including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent). (c) In the event Parent shall at any time during the Earnout Period pay any dividend on Parent Common Stock by the issuance of additional shares of Parent Common Stock, or effect a subdivision or combination or consolidation of the outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stock, then in each such case, (i) the number of Sponsor Management Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such event, and (ii) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Sponsor Management Members the same economic effect as contemplated by this Agreement prior to such event. (d) During the Earnout Period, Parent shall take all reasonable efforts for Parent to remain listed as a public company on, and for the Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control or entering into a Contract that contemplates a Change in Control. Upon the consummation of any Change in Control during the Earnout Period, other than as set forth in Section 4, Parent shall have no further obligations pursuant to this Section 3(d). (e) Except with respect to any amounts treated as imputed interest under Section 483 of the Code, any issuance of shares of Sponsor Management Earnout Shares pursuant to this Agreement shall be treated as an adjustment to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Management Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code).

Covenants of Parent. (a) Promptly after each Milestone Event has occurred (but in any event within ten (10) Business Days after From the occurrence date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 9.1, unless the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or except as set forth in Section 6.2 of the Parent Disclosure Letter, except as required by applicable Milestone EventLaw or as otherwise expressly provided for in this Agreement, Parent shall, and shall cause each of the Parent Subsidiaries to, conduct its business in the ordinary course of business, and shall use its commercially reasonable efforts to preserve intact its business organization and goodwill and relationships with all Governmental Entities, Self-Regulatory Organizations, providers of order flow, customers, suppliers, licensors, licensees, distributors, business associates and others having business dealings with it, to keep available the services of its current officers and key employees and to maintain its current rights and franchises, in each case, consistent with Parent’s past practice. In addition to and without limiting the generality of the foregoing, except as expressly set forth in Section 6.2 of the Parent Disclosure Letter or as otherwise expressly provided for in this Agreement or as required by applicable Law, from the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 9.1, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), Parent shall take all actions required to be taken by not, and shall not permit any Parent to issue the applicable Sponsor Earnout Shares to the Sponsor.Subsidiary to, directly or indirectly: (a) amend or modify any of its Constituent Documents; (b) Parent shall take such actions as are reasonably requested by the Sponsor to evidence the issuances pursuant to Section 2(a)(i) declare, including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger set aside, make or the applicable registrar or transfer agent of Parent). (c) In the event Parent shall at any time during the Earnout Period pay any dividend on or other distribution (whether in cash, stock or property) in respect of any of its Securities, other than dividends or distributions by wholly-owned Parent Common Stock by Subsidiaries to Parent or a wholly-owned Parent Subsidiary, (ii) split, subdivide, consolidate, combine or reclassify any of its Securities or issue or allot, or propose or authorize the issuance or allotment of, any other Securities or Equity Rights in respect of, in lieu of, or in substitution for, any of additional shares its Securities or (iii) repurchase, redeem or otherwise acquire any Securities or Equity Rights of Parent Common Stockor any Parent Subsidiary, or effect a subdivision or combination or consolidation of the outstanding Parent Common Stock other than (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stock, then in each such case, (iA) the number of Sponsor Earnout Shares shall be adjusted acquisition or withholding by multiplying such amount by a fraction, the numerator of which is the number Parent of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and in connection with the denominator of which is the number surrender of shares of Parent Common Stock that were outstanding immediately by holders of Equity Rights in order to pay the exercise price thereof, (B) the acquisition or withholding of shares of Parent Common Stock to satisfy Tax obligations with respect to awards granted pursuant to the Parent Stock Plans and (C) the acquisition by Parent of any restricted shares in connection with the forfeiture of such awards; (c) issue, allot, sell, award, grant, pledge or otherwise encumber any Securities or Equity Rights, other than issuances of (i) Parent Common Stock in connection with Parent Equity Awards issued prior to such eventthe date of this Agreement pursuant to the Parent Stock Plans in accordance with their terms as in effect on the date of this Agreement, and (ii) Equity Rights under the dollar values set forth Parent Stock Plans to any newly hired or promoted employees or to employees for retention purposes or to employees as part of the annual equity grant cycle, in Sections 2(aeach case, in the ordinary course of business consistent with past practice and (iii) and Sections 4(a)-(c) shall be appropriately adjusted any Securities of any Parent Subsidiary to provide to the Sponsor the same economic effect as contemplated by this Agreement prior to such event.Parent or any other wholly-owned Parent Subsidiary; (d) During (i) merge or consolidate with any Person, or acquire the Earnout PeriodSecurities in, or any material amount of assets of, any other Person other than (A) transactions solely among Parent shall take all reasonable efforts and one or more of its wholly-owned Subsidiaries or solely among Parent’s wholly-owned Subsidiaries or (B) acquisitions of inventory or equipment in the ordinary course of business, or (ii) adopt or implement a plan of complete or partial liquidation or resolution providing for or authorizing such liquidation or a dissolution, restructuring, recapitalization or other reorganization of Parent to remain listed as a public company on, and for or any of the Parent Common Stock to be tradable over, Nasdaq; provided, however, that Subsidiaries (other than the foregoing shall not limit Parent from consummating a Change in Control or entering into a Contract that contemplates a Change in Control. Upon the consummation dissolution of any Change in Control during the Earnout Period, other than as set forth in Section 4, inactive Parent shall have no further obligations pursuant to this Section 3(dSubsidiary and reorganizations solely among Parent Subsidiaries).; (e) Except with respect (i) make, revoke or amend any material election relating to Taxes, (ii) settle or compromise any amounts treated as imputed interest Proceeding relating to Taxes, (iii) make a request for a written ruling of a Taxing Authority relating to Taxes, other than any request for a determination concerning qualified status of any Parent Benefit Plan intended to be qualified under Section 483 401(a) of the Code, (iv) enter into a written and legally binding agreement with a Taxing Authority relating to material Taxes (v) except as required by Law, change any issuance of shares its methods, policies or practices of Sponsor Earnout Shares pursuant reporting income or deductions for U.S. federal income Tax purposes from those employed in the preparation of its U.S. federal income Tax Returns for the taxable year ended December 31, 2018, (vi) consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment, (vii) file any material amended Tax Return or (viii) incur any liability for Taxes other than in the ordinary course of business; (f) take any action, cause any action to be taken, fail to take any action or fail to cause any action to be taken (including any action or failure to act otherwise permitted by this Agreement shall be treated as an adjustment to Section 6.2) that would prevent the merger consideration Merger from constituting a Tax-free reorganization under Section 368(a) and related provisions of the Code; (g) change any method of accounting or accounting principles or practices by the Parties Parent or any Parent Subsidiary, except for Tax purposes, unless otherwise any such change required by a change in GAAP, required by applicable Tax Law. Any Earnout Share Law or required by a Governmental Entity (h) (i) transfer, abandon, allow to lapse, or otherwise finally dispose of any rights to any material Parent Owned Intellectual Property, except for abandonment of provisional Patent applications or expiration of Parent Owned Intellectual Property that is issued pursuant subject to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 a registration with a Governmental Entity in accordance with the applicable statutory period, or (ii) disclose any material Trade Secrets of the Code Parent or any Parent Subsidiary to any Person other than the Company or its Representatives, except under confidentiality agreements in the ordinary course of business; or (and shall not be treated as “other property” within the meaning of Section 356 i) authorize, or agree or commit to do, any of the Code)foregoing.

Covenants of Parent. (a) Promptly after each Milestone Event has occurred (but in any event within ten (10) Business Days after From the date hereof until the occurrence of the applicable Milestone Event)earlier of (i) the Effective Time or (ii) termination of this Agreement pursuant to Section 9.1 hereof, Parent agrees that: Section 6.1. Conduct of Business of Parent Pending the Effective Time. Except as expressly permitted or contemplated by this Agreement or by the Parent Disclosure Schedule, Parent shall, and shall take all actions required cause each of the Parent Subsidiaries to, conduct their operations in the ordinary and usual course of business consistent with past practice and use its reasonable efforts to be taken preserve intact their respective business organizations' goodwill, keep available the services of their respective present officers and key employees, and preserve the goodwill and business relationships with those having business relationships with them. Without limiting the generality of the foregoing, and except as otherwise permitted by this Section 6.1 or the other terms of this Agreement or as specifically contemplated by the Parent to issue the applicable Sponsor Earnout Shares Disclosure Schedule, prior to the Sponsor.Effective Time, without the consent of the Company, which consent shall not be unreasonably withheld, Parent will not, and will cause each of the Parent Subsidiaries not to: (a) amend or propose to amend their respective organizational documents; or split, combine or reclassify their outstanding capital stock or declare, set aside or pay any dividend or distribution in respect of any capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, except for dividends and distributions paid by the Parent Subsidiaries to other Parent Subsidiaries or to Parent; (b) Parent shall take such actions as are reasonably requested by the Sponsor to evidence the issuances pursuant to Section 2(a), including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent). (c) In the event Parent shall at any time during the Earnout Period pay any dividend on Parent Common Stock by the issuance of additional shares of Parent Common Stock, or effect a subdivision or combination or consolidation of the outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stock, then in each such case, (i) issue, sell, pledge or dispose of, or agree to, authorize or propose the number issuance, sale, pledge or disposition of, any additional shares of, or any options, warrants or rights of Sponsor Earnout Shares shall be adjusted by multiplying any kind to acquire any shares of, their capital stock of any class, any debt or equity securities convertible into or exchangeable for such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock capital stock or any other equity related right (including any phantom stock or SAR rights), other shares so reclassified than (x) any such issuance pursuant to options, warrants, rights, agreements or convertible securities outstanding as Parent Common Stockof the date hereof in accordance with their terms, (y) outstanding immediately after such event and any issuance in connection with the denominator acquisition of which is the number equity or assets of shares of Parent Common Stock that were outstanding immediately prior to such event, and a business or the affiliation with any physician or physician group contemplated by subsection (ii) below, provided that any such issuance does not represent more than 40% of the dollar values set forth total consideration paid in Sections 2(aconnection with such acquisition or affiliation or (z) any issuance of options to purchase common stock pursuant to existing employee benefit plans of Parent consistent with past practices, which issuances under the foregoing (y) and Sections 4(a)-(c(z) shall be appropriately adjusted in the aggregate do not exceed 4,500,000 shares; (ii) acquire or agree to provide acquire, or affiliate or agree to affiliate with, by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner (whether through a management agreement or otherwise), any business or any corporation, partnership, association, physician group or other business organization or division thereof or otherwise acquire or agree to acquire any assets in each case which are material, individually or in the aggregate, to the Sponsor Parent and the same economic effect as contemplated by this Agreement prior to such event. (d) During the Earnout Period, Parent shall take all reasonable efforts for Parent to remain listed Subsidiaries taken as a public company on, and for the Parent Common Stock to be tradable over, Nasdaqwhole; provided, however, that the foregoing shall not limit restrict the Parent or any Parent Subsidiary from consummating a Change in Control or entering into any such acquisition transaction or affiliation transaction in which the aggregate value of the consideration paid therein shall be less than $50 million provided that the aggregate value of all acquisition and affiliation transactions entered into by Parent and the Parent Subsidiaries pursuant to the preceding proviso shall not exceed $150 million; (iii) sell (including by sale-leaseback), lease, pledge, dispose of or encumber any assets or interests therein, which are material, individually or in the aggregate, to Parent and the Parent Subsidiaries taken as a Contract that contemplates a Change in Control. Upon the consummation of any Change in Control during the Earnout Periodwhole, other than in the ordinary course of business and consistent with past practice; (iv) incur or become contingently liable with respect to any material indebtedness for borrowed money or guarantee any such indebtedness or issue any debt securities or otherwise incur any material obligation or liability (absolute or contingent) other than indebtedness in the ordinary course of business and consistent with past practice or in connection with those acquisition or affiliation transactions contemplated by subsection (ii) above; (v) redeem, purchase, acquire or offer to purchase or acquire any (x) shares of its capital stock or (y) long-term debt other than as required by governing instruments relating thereto; or (vi) enter into any contract, agreement, commitment or arrangement with respect to any of the foregoing; (c) enter into or amend any employment, severance, special pay arrangement with respect to termination or employment or other arrangements or agreements with any directors, officers or key employees, except for (i) normal or budgeted salary increases, merit bonuses and annual bonuses; (ii) arrangements in connection with employee transfers, (iii) agreements with new employees, in the case of (i), (ii) or (iii), in the ordinary course of business consistent with past practice or (iv) agreements to pay bonuses, not to exceed $1,000,000 in the aggregate, to key employees for the purpose of retaining such employees through the Effective Date; (d) adopt, enter into or amend any, or become obligated under any new bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, health care, employment or other employee benefit plan, agreement, trust, fund or arrangement for the benefit or welfare of any employee or retiree, except in the ordinary course of business consistent with past practice or as required to comply with changes in applicable law occurring after the date hereof; (e) make any commitment or enter into any material contract or agreement providing for expenditures by Parent in excess of $200,000, except in the ordinary course of business consistent with past practice; (f) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Parent Subsidiary; (g) except as may be required as a result of a change in law or in generally accepted accounting principles, change any of the accounting principles or practices used by it; (h) revalue any of its assets, including, without limitation, writing down the value of its inventory or writing off notes or accounts receivable, other than in the ordinary course of business; (i) make any material tax election or settle or compromise any material income tax liability; (j) pay, or agree to pay, in excess of $100,000 in connection with the settlement or compromise of any pending or threatened suit, action or claim; (k) pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of $100,000, other than the payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in, or contemplated by, the financial statements (or the notes thereto) of the Parent of incurred in the ordinary course of business consistent with past practice; (l) except in connection with the exercise of its fiduciary duties by the Board of Directors of the Parent as set forth in Section 47.3, waive, redeem, amend or allow to lapse any term or condition of the Parent shall have no further obligations pursuant Rights Agreement or any material confidentiality or "standstill" agreement to this Section 3(d).which the Parent or any Parent Subsidiary is a party; (em) Except with respect take any action or fail to take any amounts treated as imputed interest under Section 483 action that it knows would jeopardize qualification of the Code, any issuance of shares of Sponsor Earnout Shares pursuant to this Agreement shall be treated merger as an adjustment to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” reorganization within the meaning of Section 356 368 of the Code); or (n) take or agree to take any of the foregoing actions or any action that is reasonably likely to result in any of its representations and warranties set forth in this Agreement becoming untrue, or in the any of the conditions to the Merger set forth in Article VIII not being satisfied or adversely affect the ability of Parent to account for the Merger as a pooling-of-interests.

Covenants of Parent. (a) Promptly after each Milestone Event has occurred (but in any event within ten (10) Business Days after the occurrence of the applicable Milestone Event), Parent shall take all actions required to be taken by Parent under the Earnout Escrow Agreement to issue provide for the release of the applicable Sponsor Earnout Shares to the Sponsor. (b) Parent shall take such actions as are reasonably requested by the Sponsor to evidence the issuances pursuant to Section 2(a), including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent). (c) In the event Parent shall at any time during the Earnout Period pay any dividend on Class A Parent Common Stock by the issuance of additional shares of Parent Common Stock, or effect a subdivision or combination or consolidation of the outstanding Class A Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stock, then in each such case, (i) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Class A Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Class A Parent Common Stock that were outstanding immediately prior to such event, and (ii) the dollar values set forth in Sections 2(a2(a)(iii)(A)-(C) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Sponsor the same economic effect as contemplated by this Agreement prior to such event. (d) During the Earnout Period, Parent shall take all reasonable efforts for Parent to remain listed as a public company on, and for the Class A Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control or entering into a Contract that contemplates a Change in Control. Upon the consummation of any Change in Control during the Earnout Period, other than as set forth in Section 4, Parent shall have no further obligations pursuant to this Section 3(d). (e) Except with respect to any amounts treated as imputed interest under Section 483 of the Code, any issuance of shares of Sponsor Earnout Shares pursuant to this Agreement shall be treated as an adjustment to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code).

Covenants of Parent. Parent covenants and agrees that, until the earlier of the Closing and the time that this Agreement is terminated in accordance with its terms, unless Pozen and Tribute otherwise consent in writing (to the extent that such consent is permitted by applicable Law), which consent shall not be unreasonably withheld, conditioned or delayed, or as is otherwise disclosed in Section 4.3 of the Parent Disclosure Letter, or expressly permitted or specifically contemplated by this Agreement or as is otherwise required by applicable Law or Order: (a) Promptly after each Milestone Event has occurred (but the respective businesses of Parent and the Parent Material Subsidiaries will be conducted, their respective facilities will be maintained and Parent and the Parent Material Subsidiaries will continue to operate their respective businesses only in any event within ten (10) Business Days after the occurrence ordinary course of the applicable Milestone Event), Parent shall take all actions required to be taken by Parent to issue the applicable Sponsor Earnout Shares to the Sponsor.business; (b) Parent shall take such actions will use its commercially reasonable efforts to maintain and preserve intact its and its Subsidiaries’ respective business organizations, taken as are reasonably requested by a whole, material assets, material Permits, material properties, material rights, goodwill and material business relationships and keep available the Sponsor to evidence the issuances pursuant to Section 2(a), including through the provision services of an updated stock ledger showing such issuances (its and its Subsidiaries’ respective officers and material employees as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent).a group; (c) In Parent will not and will not permit the event Parent shall at any time during Material Subsidiaries to, directly or indirectly: (i) alter or amend its memorandum and articles of association or other constituent documents in a manner adverse to the Earnout Period Pozen Stockholders or Tribute Shareholders or inconsistent with this Agreement; (ii) declare, set aside or pay any dividend on or make any distribution or payment or return of capital in respect of any of its equity securities, except, in the case of wholly-owned Parent Common Stock by Subsidiaries, for dividends payable to Parent or among wholly-owned Subsidiaries of Parent; (iii) split, divide, consolidate, combine or reclassify the issuance Parent Shares; (iv) amend the material terms of additional shares any equity securities of Parent Common Stock, Parent; (v) adopt a plan of liquidation or effect a subdivision resolution providing for the liquidation or combination or consolidation dissolution of Parent; or (vi) agree to do any of the outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stock, then in each such case, (i) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such event, and (ii) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Sponsor the same economic effect as contemplated by this Agreement prior to such eventforegoing. (d) During Parent will promptly notify Pozen and Tribute in writing of the Earnout Period, Parent shall take all reasonable efforts for Parent to remain listed as a public company on, and for the Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control or entering into a Contract that contemplates a Change in Control. Upon the consummation occurrence of any Change in Control during the Earnout Period, other than as set forth in Section 4, event which would have a Material Adverse Effect with respect to Parent shall have no further obligations pursuant to this Section 3(d)or Parent Material Subsidiaries. (e) Except with respect to any amounts treated as imputed interest under Section 483 of Parent will register the Code, any issuance of shares of Sponsor Earnout Parent Shares pursuant to Section 12(b) of the 1934 Exchange Act. (f) Parent will cooperate with Pozen to prepare and file the Form S-4 with the SEC and with Tribute to prepare and file the Tribute Circular. Nothing in this Agreement Section 4.3 shall be treated as an adjustment give Pozen, Tribute or any of their respective Subsidiaries the right to control, directly or indirectly, the operations or the business of Parent or any of its Subsidiaries at any time prior to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code)Closing.

Covenants of Parent. (a) Promptly after each Milestone Event has occurred Conduct of Business by Parent. During the period from the date of this Agreement and continuing until the Effective Time, Parent agrees as to itself and its Subsidiaries that (but except as expressly contemplated or permitted by this Agreement, including the Parent Disclosure Schedules, or as required by applicable law or a Governmental Entity of competent jurisdiction or to the extent that the Company shall otherwise consent in any event within ten (10writing, which consent shall not be unreasonably withheld or delayed) Business Days after Parent and its Subsidiaries shall carry on their respective businesses in the occurrence ordinary and usual course of business, consistent with past practice and in compliance with all applicable laws and regulations and, to the extent consistent therewith, use reasonable best efforts to preserve intact their respective current business organizations, use reasonable best efforts to keep available the services of their respective current directors, officers, employees, independent contractors and consultants and preserve their relationships with those persons, customers, suppliers and vendors having business dealings with them to the end that their respective goodwill and ongoing business shall be unimpaired at the Effective Time and without limiting the generality of the foregoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to Article VII hereof or the Effective Time, except as expressly contemplated or permitted by this Agreement, including the Parent Disclosure Schedules, or as required by applicable Milestone Event)law or a Governmental Entity of competent jurisdiction or to the extent that the Company shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, Parent shall take all actions required to be taken not, and shall cause its Subsidiaries not to: (i) (A) declare, set aside or pay any dividends on, or make any other distributions in respect of capital stock of Parent or any of its Subsidiaries, except for dividends or other distributions made by Parent to issue in the applicable Sponsor Earnout Shares to the Sponsor. ordinary course of business consistent with past practices, (bB) Parent shall take such actions as are reasonably requested by the Sponsor to evidence the issuances pursuant to Section 2(a)split, including through the provision of an updated combine or reclassify capital stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar any of its Subsidiaries or transfer agent of Parent). (c) In the event Parent shall at any time during the Earnout Period pay any dividend on Parent Common Stock by issue or authorize the issuance of additional any other securities in respect of, in lieu of or in substitution for shares of capital stock of Parent Common Stockor any of its Subsidiaries, (C) purchase, redeem or otherwise acquire any shares of capital stock or any other securities of Parent or any of its Subsidiaries, (D) pay or set aside a "sinking fund" for the payment of any principal amount of outstanding debt securities of Parent or any of its Subsidiaries, or effect a subdivision (E) consummate or combination enter into an agreement to recapitalize Parent or consolidation any of the outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stock, then in each such case, (i) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such event, and its Subsidiaries; (ii) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted issue, deliver, sell, transfer, pledge or otherwise encumber or subject to provide any Lien any shares of capital stock of Parent or any of its Subsidiaries, any other voting securities or any securities convertible into, or any rights, warrants, options or calls to the Sponsor the same economic effect as contemplated by this Agreement prior to such event.acquire, any capital stock of Parent or any of its Subsidiaries; (diii) During amend the Earnout PeriodParent Memorandum of Association, Parent shall take all reasonable efforts for Parent to remain listed as a public company on, and for Articles of Association or any similar governing documents of any Subsidiary of Parent; (iv) reincorporate the Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit jurisdiction of Parent from consummating a Change the Cayman Islands; (v) merge, consolidate or reorganize Parent or any of its Subsidiaries with any other person (other than the Merger of Merger Sub with and into the Company); (vi) form, join, participate or agree to form, join or participate in Control the business, operations, sales, distribution, or entering into a Contract that contemplates a Change in Control. Upon the consummation development of any Change in Control during the Earnout Periodother person or contribute assets, employees, cash or customers or other resources to any such arrangement, other than in the ordinary course of business consistent with past practices; (vii) acquire or agree to acquire by merging or consolidating with, or by purchasing assets of, or by any other manner, any business or any person, other than purchases of raw materials or supplies in the ordinary course of business consistent with past practice; (viii) sell, lease, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of any of its properties or assets, other than sale of inventories and other Hydrocarbons in the ordinary course of business consistent with past practices; (ix) (A) incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities, warrants, calls or other rights to acquire any debt securities of Parent or any of its Subsidiaries or any debt securities of another 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, except for short-term borrowings incurred in the ordinary course of business consistent with past practice or (B) make any loans, advances or capital contributions to, or investments in, any other person; (x) make, commit or otherwise agree to make any capital expenditure or expenditures, or enter into any agreement or agreements providing for payments which, individually, are in excess of $3 million or, in the aggregate, are in excess of $5 million; (xi) settle or compromise or agree to settle or compromise any Tax liability or make any Tax election; (xii) pay, discharge, settle or satisfy any material claims, liabilities, obligations or litigation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction, in the ordinary course of business consistent with past practices; (xiii) enter into, adopt or amend in any material respect or terminate any benefit plan or similar policy or agreement involving Parent or any of its Subsidiaries and one or more of their respective directors, officers, employees or agents; (xiv) except for normal increases in the ordinary course of business consistent with past practice that, in the aggregate, do not materially increase benefits or compensation expenses of Parent or its Subsidiaries, or by the terms of any employment agreement or other arrangement in existence on the date hereof which have been set forth on the Parent Disclosure Schedule, increase the compensation of any director, officer, employee or agent of or consultant to Parent or its Subsidiaries or pay any benefit or amount not required by a plan or arrangement as in effect on the date of this Agreement to any such person; (xv) transfer or license to any person or entity or otherwise extend, amend or modify any rights to the Intellectual Property of Parent or its Subsidiaries other than in the ordinary course of business consistent with past practice; (xvi) change in any respect its method of Tax accounting or Tax practice, or its accounting policies, methods or procedures; (xvii) enter into any agreement with any director, officer, employee or stockholder of Parent or its Subsidiaries or amend, modify or change the terms and conditions of any such agreement; (xviii) modify, amend, alter or change terms, provisions or rights and obligations of any Parent Material Agreement; (xix) take any action or omit to take any action which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Parent; (xx) take any action or omit to take any action which would reasonably be expected to materially delay or materially adversely affect the ability of any of the parties to obtain any approval of any Governmental Entity required to consummate the transactions contemplated hereby; (xxi) take any action that would prevent or impede the Merger from qualifying as a reorganization under the provisions of Section 368(a) of the Code or fail to take any action necessary to permit the Merger to qualify as such a reorganization; (xxii) take any action that would cause the representations and warranties set forth in Section 4, Parent shall have 3.1 hereof to no further obligations pursuant to this Section 3(d).longer be true and correct; (exxiii) Except with respect authorize, or commit or agree to take, any amounts treated as imputed interest under Section 483 of the Code, any issuance of shares of Sponsor Earnout Shares pursuant to this Agreement shall be treated as an adjustment to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code)foregoing actions.

Covenants of Parent. Parent covenants and agrees as to itself and its Subsidiaries (as applicable) that, from the date hereof and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement, except as described in Section 6.2 of the Parent Disclosure Schedules, as required by Law or to the extent the Company shall otherwise consent in writing, which decision regarding consent shall be made as soon as reasonably practicable: (a) Promptly after each Milestone Event has occurred (but in any event within ten (10) Business Days after the occurrence of the applicable Milestone Event), Parent shall take all actions required to be taken by Parent to issue conduct its business only in the applicable Sponsor Earnout Shares ordinary and usual course and, to the Sponsor.extent consistent therewith, it and its Subsidiaries shall use their respective commercially reasonable efforts to (i) subject to prudent management of workforce needs and ongoing programs currently in force, preserve its business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors, employees and business associates, (ii) maintain and keep material properties and assets in good repair and condition and (iii) maintain in effect all material governmental permits pursuant to which such party or any of its Significant Subsidiaries currently operates; (b) Parent shall take not (i) amend its Memorandum or Articles of Association or the comparable governing instruments of any of its Subsidiaries except for such actions as are reasonably requested amendments that would not prevent or materially impair the consummation of the transactions contemplated by this Agreement; (ii) split, combine or reclassify its outstanding shares of capital stock without adjusting the Sponsor to evidence the issuances Merger Consideration pursuant to Section 2(a3.3; or (iii) declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock (other than dividends from its direct or indirect wholly-owned Subsidiaries to it or a wholly-owned Subsidiary and other than the declaration and payment of regular quarterly dividends consistent with past practice), including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent).; (c) In the event Parent shall at not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, recapitalization or other similar reorganization of such party or any time during the Earnout Period pay any dividend on Parent Common Stock by the issuance of additional shares of Parent Common Stock, or effect a subdivision or combination or consolidation of the outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stock, then in each such case, (i) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such event, and (ii) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Sponsor the same economic effect as contemplated by this Agreement prior to such event.its Significant Subsidiaries; (d) During the Earnout Period, Parent shall not, nor shall it permit any of its Subsidiaries to, take all reasonable efforts for Parent any action that would reasonably be expected to remain listed as a public company on, and for the Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change (a) result in Control any representation or entering into a Contract that contemplates a Change in Control. Upon the consummation warranty of any Change in Control during the Earnout Period, other than as such party set forth in Section 4this Agreement that are qualified by materiality or Material Adverse Effect becoming untrue, Parent shall have no further obligations pursuant (b) result in any such representations and warranties that are not so qualified becoming untrue in any material respect, (c) result in any of the conditions to the Merger set forth in Article VIII not being satisfied or (d) otherwise prevent or materially impair or delay the ability of such party to consummate the transactions on the terms contemplated by this Section 3(d).Agreement; (e) Except Parent shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to maintain with respect financially responsible insurance companies (or through self insurance) insurance in such amounts and against such risks and losses as are consistent with the insurance maintained by such party and its Subsidiaries in the ordinary course of business consistent with past practice; and (f) Neither Parent nor any of its Subsidiaries will authorize or enter into an agreement to any amounts treated as imputed interest under Section 483 of the Code, any issuance of shares of Sponsor Earnout Shares pursuant to this Agreement shall be treated as an adjustment to the merger consideration do anything prohibited by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code)foregoing.

Covenants of Parent. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section ‎6.1, unless the prior written consent of Company shall have been obtained (which consent shall not be unreasonably withheld, conditioned or delayed), and except as otherwise expressly contemplated herein or as set forth in Parent’s Disclosure Schedule, Parent covenants and agrees that it shall and shall cause each of the Parent Subsidiaries to (x) operate its business only in the ordinary course consistent with past practice, and (y) use its reasonable efforts to preserve intact its business organization and Assets and maintain its rights and franchises; provided, that the foregoing shall not prevent any Parent Entity from acquiring, discontinuing or disposing of any of its Assets or business if such action (A) would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, and (B) is, in the judgment of Parent, desirable in the conduct of the business of the Parent Entities. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section ‎6.1, Parent further covenants and agrees that it will not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the following without the prior written consent of Company, which consent shall not be unreasonably withheld, delayed or conditioned, or as otherwise contemplated herein or in the Parent Disclosure Schedule: (a) Promptly after each Milestone Event has occurred amend the Organizational Documents of Parent or any Significant Subsidiaries (but as defined in any event within ten (10Regulation S-X promulgated by the SEC) Business Days after in a manner that would adversely affect the occurrence Company or the holders of the applicable Milestone Event), Company Common Stock relative to other holders of Parent shall take all actions required to be taken by Parent to issue the applicable Sponsor Earnout Shares to the Sponsor.Common Stock; (b) repurchase, redeem, or otherwise acquire or exchange (other than exchanges in the ordinary course consistent with past practice under all “employee benefit plans” (as defined in ERISA) of any Parent shall take such actions as are reasonably requested by the Sponsor to evidence the issuances Entity and other than pursuant to Section 2(athe conversion of Parent’s convertible notes governed by that certain indenture dated as of January 30, 2013 between Parent and Xxxxx Fargo Bank, National Association, as trustee), including through directly or indirectly, more than ten percent (10%) of the provision current outstanding shares, or any securities convertible into any shares, of an updated the capital stock ledger showing such issuances (as certified by an officer of any Parent responsible for maintaining such ledger Entity, or the applicable registrar declare or transfer agent pay any dividend or make any other distribution in respect of Parent).’s capital stock; (c) In adopt a plan of liquidation; (d) take any action, or knowingly fail to take any action, which action or failure to act prevents or materially impedes, or would reasonably be expected to prevent or materially impede, the event Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (e) except for and excluding issuances contemplated by this Agreement, agreements disclosed in the Parent shall at any time during SEC Reports or pursuant to the Earnout Period pay any dividend exercise of stock options or other Equity Rights outstanding as of the date hereof and pursuant to the terms thereof in existence on Parent Common Stock by the date hereof, issue, sell, pledge, encumber, authorize the issuance of, enter into any Contract to issue, sell, pledge, encumber, or authorize the issuance of, or otherwise permit to become outstanding shares or Equity Rights representing more than twenty percent (20%) of additional the current outstanding shares of Parent Common Stock, or effect a subdivision or combination or consolidation any other capital stock of the outstanding any Parent Common Stock Entity (on an as-converted basis) whether by reclassification sale, transfer, merger, tender offer, share exchange, business combination, reorganization, recapitalization or otherwise) into a greater or lesser number of shares of Parent Common Stock, then in each such case, (i) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such event, and (ii) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Sponsor the same economic effect as contemplated by this Agreement prior to such event. (d) During the Earnout Period, Parent shall take all reasonable efforts for Parent to remain listed as a public company on, and for the Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing this Section 4.3 shall not limit prohibit Parent from consummating a Change issuing any securities (i) for cash or (ii) to acquire, directly or indirectly, any Assets or another business; (f) take any action that would reasonably be expected to result in Control or entering into a Contract that contemplates a Change in Control. Upon any of the consummation of any Change in Control during conditions to the Earnout Period, other than as merger set forth in Section 4‎Article 5 not being satisfied; or (g) agree to take, Parent shall have no further obligations pursuant make any commitment to take, or adopt any resolutions of Parent’s board of directors in support of, any of the actions prohibited by this Section 3(d)‎4.3. (e) Except with respect to any amounts treated as imputed interest under Section 483 of the Code, any issuance of shares of Sponsor Earnout Shares pursuant to this Agreement shall be treated as an adjustment to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code).

Covenants of Parent. Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, Parent shall use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (ai) Promptly after each Milestone Event has occurred maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (but ii) take no action which would adversely affect or delay the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iii) take no action which would adversely affect or delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any event within ten (10) Business Days after such approvals, consents or waivers containing any material condition or restriction. Without limiting the occurrence generality of the applicable Milestone Eventforegoing, and except as set forth in Section 5.2 of the Parent Disclosure Schedule or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), Parent shall not, and shall not permit any of its Subsidiaries to: (a) take all actions required any action that is intended or may reasonably be expected to be taken by Parent to issue result in any of the applicable Sponsor Earnout Shares conditions to the Sponsor.Merger set forth in Article VII of this Agreement not being satisfied or not being satisfied prior to the Cute-Off Date; (b) Parent shall take such actions change its methods of accounting in effect at December 31, 2012, except in accordance with changes in GAAP or regulatory accounting principles as are reasonably requested concurred with by the Sponsor to evidence the issuances pursuant to Section 2(a), including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent).’s independent auditors; (c) In the event Parent shall at any time during the Earnout Period pay any dividend on Parent Common Stock by the issuance amend its certificate of additional shares of Parent Common Stockincorporation, by-laws or effect a subdivision or combination or consolidation of the outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stock, then in each such case, similar governing documents other than (i) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is to increase the number of shares of Parent Common Stock that were outstanding immediately prior Parent is authorized to such eventissue, and (ii) to enable Parent to comply with the dollar values set forth in Sections 2(aprovisions of this Agreement, (iii) to enable Parent’s Bank to comply with the provisions of the Bank Merger Agreement, (iv) to establish one or more series of Parent Preferred Stock or (v) to adopt provisions or authorize actions that do not materially and Sections 4(a)-(c) shall be appropriately adjusted to provide to adversely affect the Sponsor the same economic effect as contemplated by this Agreement prior to such event.holders of Company Common Stock; (d) During Set the Earnout Period, Parent shall take all reasonable efforts for Parent to remain listed record or declaration date of its quarterly cash dividend so as a public company on, and for the Parent Common Stock to be tradable over, Nasdaq; provided, however, that frustrate the foregoing shall not limit Parent from consummating a Change in Control or entering into a Contract that contemplates a Change in Control. Upon intention of the consummation of any Change in Control during the Earnout Period, other than as parties set forth in Section 4, Parent shall have no further obligations pursuant to this Section 3(d). (e) Except with respect to any amounts treated as imputed interest under Section 483 of the Code, any issuance of shares of Sponsor Earnout Shares pursuant to this Agreement shall be treated as an adjustment to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code).6.10 hereof; or

Covenants of Parent. Parent covenants and agrees as to itself and its Subsidiaries (as applicable) that, from and after the date hereof and continuing until the Effective Time, except as required by this Agreement, as described in Section 6.2 of the Parent Disclosure Letter, as required by applicable Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed): (a) Promptly after each Milestone Event has occurred Parent and its Subsidiaries shall use their respective reasonable best efforts to (but i) subject to prudent management of workforce needs and ongoing programs currently in force, preserve its business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors, employees and business associates, (ii) maintain and keep material properties and assets in good repair and condition and (iii) maintain in effect all material governmental permits pursuant to which such party or any event within ten (10) Business Days after the occurrence of the applicable Milestone Event), Parent shall take all actions required to be taken by Parent to issue the applicable Sponsor Earnout Shares to the Sponsor.its Subsidiaries currently operates; (b) neither Parent nor its Subsidiaries shall take (i) amend its Organizational Documents or any of the Organizational Documents of any of its Subsidiaries except for such actions as are reasonably requested amendments that would not prevent or materially impair the consummation of the transactions contemplated by this Agreement, (ii) declare, set aside or pay any dividends or make any distributions (whether payable in cash, stock or property) in respect of any capital stock, (iii) split, combine or reclassify its outstanding shares of capital stock without adjusting the Sponsor to evidence the issuances Merger Consideration pursuant to Section 2(a)3.4, including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger iv) authorize or the applicable registrar or transfer agent of Parent). (c) In the event Parent shall at any time during the Earnout Period pay any dividend on Parent Common Stock by the issuance of issue additional shares or new classes of Parent Common Stockstock, or effect a subdivision or combination or consolidation of the outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stock, then in each such case, (i) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number except for issuances of shares of Parent Common Stock in connection with the exercise of Parent Options in the ordinary course of business or in connection with grants of equity compensation to its employees, officers, directors and consultants in the ordinary course of its business, or (including v) repurchase, redeem or otherwise acquire any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; (c) neither Parent Common Stock that were outstanding immediately prior to such event, and (ii) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) nor any of its Subsidiaries shall be appropriately adjusted to provide to the Sponsor the same economic effect as contemplated by this Agreement prior to such event.adopt a plan of liquidation or dissolution; (d) During the Earnout Periodneither Parent nor any of its Subsidiaries shall incur, Parent shall take all reasonable efforts for Parent to remain listed as a public company on, and for the Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change assume or guarantee any indebtedness in Control or entering into a Contract that contemplates a Change in Control. Upon the consummation excess of any Change in Control during the Earnout Period, other than as set forth in Section 4, Parent shall have no further obligations pursuant to this Section 3(d).$100,000,000; (e) Except neither Parent nor any of its Subsidiaries shall, by any means, make any acquisition of, or investment in, assets or stock (whether by way of merger, consolidation, tender offer, share exchange or other activity) in any transaction or any series of transactions (whether or not related) for an aggregate purchase price or prices, including the assumption of any debt, in excess of $100,000,000 in the aggregate in any calendar year; provided that in no event may Parent enter into any such acquisition or investment that, alone or together with respect all other acquisitions or investments, would reasonably be likely to any amounts treated as imputed interest under Section 483 materially delay or prevent the consummation of the Codetransactions contemplated hereby; (f) Parent shall not enter into a new line of business that is, or is reasonably likely to be, material to Parent and materially different from Parent’s existing businesses; (g) neither Parent nor its Subsidiaries shall, by any issuance of means, acquire any shares of Sponsor Earnout Shares pursuant Company Common Stock; (h) Parent shall not take or cause to this Agreement shall be treated as taken any action that would reasonably be expected to materially delay, impair or prevent the consummation of the Merger or other transactions contemplated hereby; and (i) neither Parent nor any of its Subsidiaries will authorize or enter into an adjustment agreement to the merger consideration do anything prohibited by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code)foregoing.

Covenants of Parent. From the date of this Agreement until the Effective Time, except (aA) Promptly after each Milestone Event has occurred as otherwise expressly required by this Agreement, (but B) as Company may approve in any event within ten writing (10) Business Days after the occurrence of the applicable Milestone Event), Parent shall take all actions required such approval not to be taken by Parent to issue the applicable Sponsor Earnout Shares to the Sponsor. unreasonably withheld, conditioned or delayed) or (bC) Parent shall take such actions as are reasonably requested by the Sponsor to evidence the issuances pursuant to Section 2(a), including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent). (c) In the event Parent shall at any time during the Earnout Period pay any dividend on Parent Common Stock by the issuance of additional shares of Parent Common Stock, or effect a subdivision or combination or consolidation of the outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stock, then in each such case, (i) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such event, and (ii) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Sponsor the same economic effect as contemplated by this Agreement prior to such event. (d) During the Earnout Period, Parent shall take all reasonable efforts for Parent to remain listed as a public company on, and for the Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control or entering into a Contract that contemplates a Change in Control. Upon the consummation of any Change in Control during the Earnout Period, other than as set forth in the relevant subsection of Section 4‎6.1(b) of the Parent Disclosure Letter, Parent shall have no further obligations pursuant to this Section 3(d).will not: (ei) Except adopt or propose any change in its certificate of incorporation or by-laws, or the terms of any security of Parent; (ii) reclassify, split, combine, subdivide or redeem, directly or indirectly, any of its capital stock; (iii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any amounts treated as imputed interest under Section 483 of its capital stock or repurchase any Parent Shares at a premium; provided that, in each case solely to the extent in compliance with the credit agreements, indentures and other Contractual obligations of Parent and its Subsidiaries, (x) Parent may continue to declare and pay regular quarterly cash dividends to the holders of Parent Shares in an amount not in excess of $0.55 per Parent Share per fiscal quarter, in each case (1) with a record date not more than seven business days prior to the anniversary of the Coderecord date of Parent’s regular quarterly dividend for the corresponding quarter of the prior fiscal year and (2) otherwise in accordance with Parent’s past practice, (y) TMLP may continue to declare and pay cash distributions to the holders of its common units at such times and in such amounts as is consistent with TMLP’s past practice (it being understood that TMLP’s past practice includes regular increases in the amount of its cash distributions) and (z) Parent and TMLP may give effect to dividend equivalent rights with respect to grants under the Parent Stock Plan, any similar Parent plan or the TMLP LTIP; (iv) restructure, reorganize or completely or partially liquidate (except for (1) any such transactions among its wholly-owned Subsidiaries or (2) any restructuring, reorganization or complete or partial liquidation of TMLP); (v) make any material changes to Merger Sub 1’s certificate of incorporation or bylaws or Merger Sub 2’s certificate of formation or limited liability company agreement, or any of their other governing documents; (vi) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or any business or division thereof, or otherwise acquire any assets, unless such acquisition or the entering into of a definitive agreement relating to or the consummation of such transaction would not reasonably be expected to (i) impose any material delay in the obtaining of, or increase in any material respect the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Merger or the expiration or termination of any applicable waiting or approval period, (ii) increase the risk in any material respect of any Governmental Entity entering an order prohibiting the consummation of the Merger or (iii) increase in any material respect the risk of not being able to remove any such order on appeal or otherwise; (vii) issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of its capital stock or of any its Subsidiaries, or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or such convertible or exchangeable securities, other than the issuance of shares (A) any Parent Shares upon the settlement of Sponsor Earnout Shares pursuant to any grants made under the Parent Stock Plan, or any similar Parent plan, or the TMLP LTIP that are outstanding on the date of this Agreement shall be treated in accordance with the terms as an adjustment to of the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to date of this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of those grants; (B) any securities of a Parent Subsidiary to Parent or any other Subsidiary of Parent; (C) any common units of the Code TMLP that both is in the ordinary course of business, consistent with past practice (including as to timing, amount and shall purpose of each such issuance) (it being understood that any secondary offering of TMLP units will be deemed not to be treated in the ordinary course of business, consistent with past practice) and does not have as “other property” within its purpose or effect a significant dilution of Parent’s equity interest in the meaning TMLP or (D) any grants under the Parent Stock Plan, or any similar Parent plan, or the TMLP LTIP in the ordinary course of Section 356 business consistent with past practice; (viii) agree, authorize or commit to do any of the Code)foregoing.

Covenants of Parent. (a) Promptly after each Milestone Event has occurred (but in any event within ten (10) Business Days From and after the occurrence date of this Agreement until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, and except (i) as expressly contemplated or required by this Agreement, (ii) as set forth in Section 4.2 of the Parent Disclosure Letter, (iii) as required by applicable Milestone EventLaw or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, (iv) to the extent action is reasonably taken (or reasonably omitted) in response to COVID-19 or the COVID-19 Measures, provided that such action (or omission) is generally consistent with Parent’s and its Subsidiaries’ actions taken (or omitted) prior to the date hereof in response to COVID-19 and the COVID-19 Measures and discussed in advance with the Company or (v) with the Company’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed), Parent shall, and shall take all actions required cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and use reasonable best efforts to be taken by preserve its business organization intact, maintain its material assets and properties in their current condition (normal wear and tear excepted) and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and tenants, and shall maintain the status of Parent to issue the applicable Sponsor Earnout Shares to the Sponsoras a REIT. (b) From and after the date of this Agreement until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, and except (w) as expressly contemplated or permitted by this Agreement, (x) as set forth in Section 4.2 of the Parent Disclosure Letter, (y) as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, or (z) with the Company’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed), Parent shall take not, and shall not permit any of its Subsidiaries to, do any of the following (it being understood that with respect to any action which is a subject matter of a subclause of this Section 4.2(b), if such actions as are reasonably requested action is permitted by the Sponsor to evidence the issuances express terms of such subclause of this Section 4.2(b) such action or inaction shall be deemed permitted pursuant to Section 2(a4.2(a), including through ): (i) amend or waive any provision under any of the provision of an updated stock ledger showing such issuances (as certified by an officer Organizational Documents of Parent responsible for maintaining such ledger or in a manner that would materially and adversely affect the applicable registrar or transfer agent holders of Parent).Company Common Shares; (cii) In the event split, combine, subdivide or reclassify any shares of capital stock or other equity or voting interests of Parent shall at or any time during the Earnout Period of its Subsidiaries; (iii) enter into any new material line of business; (iv) declare, set aside or pay any dividend on Parent Common Stock by the issuance of additional shares of Parent Common Stockor make any other distributions (whether in cash, or effect a subdivision or combination or consolidation of the outstanding Parent Common Stock (by reclassification stock, property or otherwise) into a greater or lesser number of with respect to shares of capital stock of Parent Common Stockor any of its Subsidiaries or other equity securities or ownership interests in Parent or any of its Subsidiaries, then in each such caseexcept for (A) the declaration and payment by Parent of dividends, payable quarterly with declaration, record and payment dates consistent with past practice, (i1) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number in respect of shares of Parent Common Stock (including any other shares so reclassified as at a rate not to exceed a quarterly rate of $0.17 per share of Parent Common Stock, (2) outstanding immediately after in respect of shares of Parent’s 5.125% Class L Cumulative Redeemable Preferred Stock pursuant to the terms thereof and (3) in respect of shares of Parent’s 5.25% Class M Cumulative Redeemable Preferred Stock pursuant to the terms thereof and (B) the declaration and payment of dividends or other distributions to Parent by any direct or indirect wholly owned Subsidiary of Parent, and (C) the declaration and payment of dividends or other distributions by any Parent Joint Venture in accordance with its Organizational Documents as in effect prior to the date of this Agreement; provided, however, that, notwithstanding the restriction on dividends and other distributions in this Section 4.2(b)(iv), Parent and any of its Subsidiaries shall, subject to Section 5.11, be permitted to make distributions, including under Section 858 or Section 860 of the Code, reasonably necessary for Parent or any of its Subsidiaries that is qualified as a REIT under the Code as of the date hereof to maintain its qualification as a REIT under the Code or applicable state Law and avoid the imposition of any entity level income or excise Tax under the Code or applicable state Law (any such event and the denominator of which is the number distribution described in this proviso, a “Special Parent Distribution”); (v) except for (A) issuances of shares of Parent Common Stock that were outstanding immediately prior to such eventupon the exercise or settlement of Parent equity awards in accordance with the terms of the applicable Parent Equity Plan and awards, (B) grants of Parent equity awards made in the ordinary course of business consistent with past practice or otherwise required by any Parent Benefit Plan and (iiC) issuances by a wholly owned Subsidiary of Parent of equity interests to its parent or to another wholly owned Subsidiary of Parent or issuance of any directors’ qualifying shares in accordance with applicable Law, issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of Parent’s capital stock or other equity or voting interests or that of a Subsidiary of Parent, any Voting Debt, any stock appreciation rights, stock options, restricted shares, restricted stock units, performance shares, performance stock units or other equity-based awards (whether discretionary, formulaic or automatic grants and whether under the Parent Equity Plans or otherwise) or any securities convertible into or exercisable or exchangeable for, or any rights, warrants or options to acquire, any such shares or equity interests or Voting Debt, or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, such shares or other equity or voting interests or Voting Debt, or enter into any agreement with respect to any of the foregoing; (vi) repurchase, redeem or otherwise acquire, or permit any Subsidiary of Parent to redeem, purchase or otherwise acquire any shares of its capital stock or other equity or voting interests or any securities convertible into or exercisable for any shares of its capital stock or other equity or voting interests, except for (A) acquisitions of shares of Parent Common Stock tendered by holders of Parent equity awards in accordance with the terms of the applicable Parent Equity Plan and awards in order to satisfy obligations to pay the exercise price and/or Tax withholding obligations with respect thereto, (B) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted creation of new wholly owned Subsidiaries organized to provide to the Sponsor the same economic effect as contemplated conduct or continue activities otherwise permitted by this Agreement prior (including the other provisions of this Section 4.2(b)), (C) redemptions of Parent Joint Venture or operating partnership interests pursuant to the Organizational Documents of such event.entities and (D) pursuant to repurchase plans described in the Parent SEC Documents in the ordinary course of business; (dvii) During the Earnout Periodadopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, Parent shall take all reasonable efforts for Parent to remain listed as a public company onrestructuring, and for the Parent Common Stock to be tradable overrecapitalization or reorganization, Nasdaq; including any bankruptcy related action or reorganization, provided, however, that the foregoing shall not limit Parent from consummating a Change in Control prohibit (A) internal reorganizations or entering into a Contract consolidations involving existing wholly owned Subsidiaries that contemplates a Change in Control. Upon the would (I) not prevent or materially impede, hinder or delay consummation of the Merger or (II) result in any Change in Control during breach of any of the Earnout Period, other than as representations set forth in Section 43.2(h) (without regard to any materiality or similar qualification set forth therein); (viii) vote to approve or otherwise consent to the taking of any action, or fail to exercise any rights to veto or prevent, any action by any Parent shall have no further obligations pursuant to Joint Venture that would be prohibited by this Section 3(d).4.2(b) if such Parent Joint Venture was a Subsidiary of Parent; (eix) Except with respect change its methods of financial accounting or financial accounting policies, except as required by changes in GAAP (or any interpretation thereof) or in applicable Law, the SEC or the Financial Accounting Standards Board or any similar organization; (x) take any action, or fail to take any amounts action, which would reasonably be expected to cause Parent to fail to qualify as a REIT or any of its Subsidiaries to cease to be treated as imputed interest a partnership or disregarded entity for U.S. federal income tax purposes or as a QRS, a TRS or a REIT under the applicable provisions of Section 483 856 of the Code, as the case may be, other than any issuance redemption or purchase of shares interests in any Parent Joint Venture that causes such Parent Joint Venture to dissolve or become a disregarded entity for U.S. federal income tax purposes and that is effectuated in accordance with the Organizational Documents of Sponsor Earnout Shares pursuant to this Agreement shall be treated such Parent Joint Venture as an adjustment in effect prior to the merger consideration by date of this Agreement; (xi) take any action, or knowingly fail to take any action, which action or failure to act could be reasonably expected to prevent the Parties for Tax purposes, unless otherwise required by Merger from qualifying as a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other propertyreorganization” within the meaning of Section 356 368(a) of the Code; (xii) make, change or rescind any material election relating to Taxes (it being understood, for the avoidance of doubt, that nothing in this Agreement shall preclude Parent from designating dividends paid by it as “capital gain dividends” within the meaning of Section 857 of the Code), change a material method of Tax accounting, amend any material Tax Return, settle or compromise any material federal, state, local or foreign income Tax liability, audit, claim or assessment, enter into any material closing agreement related to Taxes, or knowingly surrender any right to claim any material refund of Taxes, except in each case as necessary or appropriate, to (A) preserve Parent’s qualification as a REIT under the Code, or (B) preserve the status of any Subsidiary of Parent as a partnership or disregarded entity for U.S. federal income tax purposes or as a QRS, a TRS or a REIT under the applicable provisions of Section 856 of the Code, as the case may be; or (xiii) agree to, or make any commitment to, take, or authorize, any of the actions prohibited by this Section 4.2. (c) Notwithstanding anything to the contrary set forth in this Agreement, but subject to Section 5.11, nothing in this Agreement shall prohibit Parent or any of its Subsidiaries from taking any action, at any time or from time to time, that in the reasonable judgment of the Board of Directors of Parent, upon advice of counsel to Parent, is reasonably necessary for Parent to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time or to avoid incurring entity level income or excise Taxes under the Code (including making dividend or other distribution payments to stockholders of Parent in accordance with this Agreement) or to preserve the status of any Subsidiary of Parent as a partnership or disregarded entity for U.S. federal income tax purposes or as a QRS, a TRS or a REIT under the applicable provisions of Section 856 of the Code. (d) Parent shall (i) use its reasonable best efforts to obtain the opinions of counsel described in Section 6.2(d) and Section 6.3(c), (ii) deliver to Wachtell, Lipton, Xxxxx & Xxxx (or other nationally recognized law firm reasonably satisfactory to Parent) and Dentons US LLP (or other nationally recognized law firm reasonably satisfactory to the Company) an officer’s certificate, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4), signed by an officer of Parent, containing customary representations of Parent as shall be reasonably necessary or appropriate to enable Wachtell, Lipton, Xxxxx & Xxxx and Dentons US LLP (or, if applicable, such other nationally recognized law firm(s)) to render the opinions described in Section 6.3(c) and Section 6.2(c), respectively, on the Closing Date (and, if required, as of the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act) (a “Parent Tax Representation Letter”); and (iii) deliver to Parent’s counsel or other tax advisor reasonably satisfactory to the Company (it being agreed and understood that each of Wachtell, Lipton, Xxxxx & Xxxx and Xxxxxx & Xxxxxxx LLP is reasonably satisfactory to the Company) (“Parent’s REIT Counsel”) an officer’s certificate, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4), signed by an officer of Parent, containing customary representations of Parent as shall be reasonably necessary or appropriate to enable Parent’s REIT Counsel to render the opinion described in Section 6.2(d) on the Closing Date (and, if required, as of the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act).

Covenants of Parent. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, Parent covenants and agrees that it shall (i) continue to conduct its business and the business of the Parent Subsidiaries in a manner designed in its reasonable judgment to enhance the long-term value of the Parent Common Stock and the business prospects of Parent and the Parent Subsidiaries, and (ii) take no action which would (a) Promptly after each Milestone Event has occurred (but in materially adversely affect the ability of any event Party to obtain any Consents required for the transactions contemplated hereby or prevent the transactions contemplated hereby, including the Merger, from qualifying for pooling- of-interests accounting treatment or as a reorganization within ten (10the meaning of Section 368(a) Business Days after the occurrence of the applicable Milestone Event)Internal Revenue Code, Parent shall take all actions required to be taken by Parent to issue the applicable Sponsor Earnout Shares to the Sponsor. (b) Parent shall take such actions as are reasonably requested by materially adversely affect the Sponsor ability of any Party to evidence the issuances pursuant to Section 2(a)perform its covenants and agreements under this Agreement, including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent). (c) In result in Parent entering into an agreement with respect to an Acquisition Proposal with a third party which could be reasonably expected to result in the event Parent shall at any time during Merger not being consummated or an agreement with respect to an Acquisition Proposal to be consummated prior to the Earnout Period pay any dividend on Parent Common Stock by Closing Date which would effect a change in the issuance number or kind of additional shares of Parent Common StockStock held by Parent shareholders immediately prior to such consummation; provided, that the foregoing shall not prevent Parent or effect a subdivision any Parent Subsidiary from acquiring any other Assets or combination businesses or consolidation from discontinuing or disposing of any of its Assets or business if such action is, in the reasonable judgment of Parent, desirable in the conduct of the outstanding business of Parent Common Stock (by reclassification or otherwiseand the Parent Subsidiaries and would not, in the reasonable judgment of Parent, likely delay the Effective Time to a date subsequent to the date set forth in Section 10.1(e) into a greater or lesser of this Agreement; provided, however, should Parent's shareholders fail to approve an amendment to Parent's Restated Charter of Incorporation to increase the number of authorized shares of Parent Common Stock, then in each Parent may take such caseactions as would prevent the transactions contemplated hereby, (i) including the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fractionMerger, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such event, and (ii) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Sponsor the same economic effect as contemplated by this Agreement prior to such eventfrom qualifying for pooling-of-interests accounting treatment. (d) During the Earnout Period, Parent shall take all reasonable efforts for Parent to remain listed as a public company on, and for the Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control or entering into a Contract that contemplates a Change in Control. Upon the consummation of any Change in Control during the Earnout Period, other than as set forth in Section 4, Parent shall have no further obligations pursuant to this Section 3(d). (e) Except with respect to any amounts treated as imputed interest under Section 483 of the Code, any issuance of shares of Sponsor Earnout Shares pursuant to this Agreement shall be treated as an adjustment to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code).

Covenants of Parent. (a) Promptly after each Milestone Event has occurred (but in any event within ten (10) Business Days after the occurrence of the applicable Milestone Event), Parent shall take all actions required to be taken by Parent to issue the applicable Sponsor Earnout Shares to the Sponsor. (b) Parent shall take such actions as are reasonably requested by the Sponsor to evidence the issuances pursuant to Section 2(a), including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent). (c) In the event Parent shall at any time during the Earnout Period pay any dividend on Parent Common Stock by the issuance of additional shares of Parent Common Stock, or effect a subdivision or combination or consolidation of the outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stock, then in each such case, (i) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such event, and (ii) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Sponsor the same economic effect as contemplated by this Agreement prior to such event. (d) During the Earnout Period, Parent shall take all reasonable efforts for Parent to remain listed as a public company on, and for the Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control or entering into a Contract that contemplates a Change in Control. Upon the consummation of any Change in Control during the Earnout Period, other than Except as set forth in Section 46.2 of the Parent Disclosure Schedule or as otherwise contemplated by this Agreement, from the date hereof until the Effective Time, the Parent shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and use its commercially reasonable efforts to preserve intact its business organizations and relationships with third parties and to keep available the services of its present officers and employees. Without limiting the generality of the foregoing, except with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed) or as set forth in Section 6.2 of the Parent Disclosure Schedule or as otherwise contemplated by this Agreement, the Parent shall have no further obligations pursuant not, nor shall it permit any of its Subsidiaries to: (a) adopt or implement any amendment to its, or any of its Subsidiaries’, articles of incorporation or any changes to its, or any of its Subsidiaries’, bylaws or comparable organizational documents; (b) declare or pay any dividend or distribution (except for dividends paid in the ordinary course of business by any direct or indirect wholly owned Subsidiary to Parent or any other direct or indirect wholly owned Subsidiary) or make any other distribution on any shares of its capital stock or other equity interest; (c) redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any outstanding shares of Parent Securities or Parent Subsidiary Securities or any securities convertible into or exercisable for any shares of Parent Securities or Parent Subsidiary Securities; (d) take any action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of either Company or Parent to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Section 3(d).Agreement or to consummate the transactions contemplated hereby; or (e) Except with respect take any action that is intended to, would or would be reasonably likely to result in any amounts treated as imputed interest under Section 483 of the Codeconditions set forth in Article VIII not being satisfied or prevent or materially delay the consummation of the transactions contemplated hereby, any issuance of shares of Sponsor Earnout Shares pursuant to this Agreement shall except, in every case, as may be treated as an adjustment to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code).

Covenants of Parent. (a) Promptly after each Milestone Event has occurred (but in any event within ten (10) Business Days after Parent hereby further agrees that: A. Prior to and during the occurrence period of the applicable Milestone Event)Exchange Offer, except upon reasonable prior notice to you and after giving reasonable consideration to you and your counsel's comments, Parent shall take all actions required will not use, permit the use of or file with any governmental or regulatory agency any Exchange Offer Document other than in, and will make no amendments or supplements to be taken by Parent or material changes in or additions to issue any Acquisition Document from, the applicable Sponsor Earnout Shares form last furnished to the Sponsor. (b) Parent shall take such actions as are reasonably requested by the Sponsor you and to evidence the issuances pursuant to Section 2(a), including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent). (c) your counsel. In the event that Parent shall at uses or permits the use of or files with any time during governmental or regulatory agency any material in contravention of the Earnout Period pay any dividend on Parent Common Stock by the issuance of additional shares of Parent Common Stockforegoing, or effect in respect of which you or your counsel has made comments but which comments have not resulted in a subdivision or combination or consolidation of the outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stockresponse satisfactory to you and your counsel, then in each such case, (i) the number of Sponsor Earnout Shares you shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including entitled to withdraw as Dealer Manager without any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior liability or penalty to such eventyou, and you shall remain entitled to receive the payment of all fees (ii) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Sponsor the same economic effect as contemplated by this Agreement prior to such event. (d) During the Earnout Period, Parent shall take all reasonable efforts for Parent to remain listed as a public company on, and for the Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control or entering into a Contract that contemplates a Change in Control. Upon the consummation of any Change in Control during the Earnout Period, other than except as set forth in Section 4, Parent shall have no further obligations pursuant the immediately following sentence) and expenses to which you are entitled under this Section 3(d). Agreement and the Engagement Letter. If you withdraw as Dealer Manager for any reason under this Agreement: (ei) Except with respect prior to any amounts treated as imputed interest under Section 483 the commencement of the Codetender offer, any issuance of shares of Sponsor Earnout Shares pursuant to this Agreement shall be treated as an adjustment to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and you shall not be treated as “other property” within entitled to any fees; (ii) after the meaning of Section 356 commencement of the Codetender but before the expiration of the tender offer, you shall be entitled only to fees relating to Shares tendered prior to the date of your withdrawal and which are subsequently accepted; (iii) after the expiration of the tender offer but before the effective date of the merger, you shall be entitled only to fees relating to Shares tendered and accepted by Parent; or (iv) after the effective date of the merger, you shall be entitled to fees relating to all Shares accepted by Parent. If you withdraw as Dealer Manager, the fees accrued and reimbursement for your expenses through the date of such withdrawal shall be paid to you promptly after receipt of an invoice from you. B. Prior to and during the period of the Exchange Offer, Parent will advise you promptly after Parent receives notice or becomes aware of (1) the happening of any event, or the discovery of any fact, which it believes would require the making of any change in any Exchange Offer Document then being used or would affect the truth or correctness of any material statement, representation or warranty contained in this Agreement if such representation or warranty were being made immediately after the happening of such event or the discovery of such fact, (2) the happening of any event which could cause Parent to withdraw, rescind or terminate the Exchange Offer or would permit Parent to exercise any right not to exchange Shares tendered thereunder, (3) any proposal or requirement to amend or supplement any Exchange Offer Document or any other filing required by the 1934 Act or to make any filing pursuant to any other applicable law, (4) the issuance by the Commission or any state or other federal authority of any formal comment or order or the taking of any other action concerning the Exchange Offer (and, if in writing, Parent will furnish you with a copy thereof), (5) any material developments in connection with the Exchange Offer or the registration of Parent Shares related thereto, including, without limitation, the commencement of any lawsuit concerning the Exchange Offer and (6) any other information relating to the Exchange Offer that you may reasonably request. Parent will file and disseminate, as required, any and all necessary amendments to the Exchange Offer Documents and will promptly furnish to you true and accurate copies of each such amendment upon the filing thereof. C. Parent agrees to furnish you with as many copies as you may reasonably request of the final forms of the Exchange Offer Documents and you are authorized to use copies of the final forms of the Exchange Offer Documents. Parent will cause you to be provided with any cards or lists they may receive from the Company showing the names and addresses of, and the number of Shares held by, the holders of Shares as of a recent date and will endeavor to cause you to be advised from day to day during the period of the Exchange Offer as to any transfers of record of the Shares known to Parent. Parent has appointed, and authorizes you to communicate with, Registrar and Transfer Company, in its capacity as Exchange Agent, and MacKenzie Partners, Inc., in its capacity as Information Agent, in connection with the Exchange Offer and has instructed the Exchange Agent to advise you at least daily as to such matters as you may reasonably request.

Covenants of Parent. (a) Promptly after each Milestone Event has occurred (but in Reattribution Election. Parent hereby covenants and agrees that parent will not permit any event within ten (10) Business Days after the occurrence Subsidiary of Parent to cease to be a member of the applicable Milestone Event)Group unless Parent and such Subsidiary agree that Parent and such Subsidiary will make any elections required for the Group to retain the net operating loss carryforwards of such Subsidiary, Parent shall take all actions required to be taken by Parent to issue the applicable Sponsor Earnout Shares pursuant to the Sponsorprocedure set forth in Proposed Treasury Regulation Section 1.1502-20(g)(1) and similar or successor provision. (b) Covenant of Parent with Respect to Indemnification. Parent hereby covenants and agrees that, if Parent is obligated under Paragraph 8 of this Agreement to indemnify any member of the Worldwide Group, Parent will cause the Subsidiaries of Parent to pay dividends to it in such amounts as may be necessary to satisfy such indemnity obligations, provided that such dividends shall take not be required from any Subsidiary of Parent to the extent that (i) the making of such actions as are reasonably requested dividend would cause such Subsidiary to violate any contractual or governmental restrictions (and Parent agrees to use reasonable efforts to have any such restrictions waived or otherwise removed, provided that such efforts shall not cause the imposition on Parent or such subsidiary of any additional costs or legal or regulatory burdens deemed by the Sponsor Parent or such Subsidiary to evidence the issuances pursuant to Section 2(abe material), including through the provision of an updated stock ledger showing or (ii) such issuances (as certified by an officer of Parent responsible for maintaining Subsidiary does not have funds legally available to make such ledger or the applicable registrar or transfer agent of Parent).dividend; and (c) In Covenant of Parent with Respect to Subsidiaries of Parent. Parent hereby covenants and agrees to cause the event Subsidiaries of Parent to enter into agreements with the members of the Worldwide Group under which any Subsidiary of Parent agrees to pay such member of the Worldwide Group, to the extent that such payment would not violate any contractual or governmental restrictions, such Subsidiary's share of the Federal income tax liability of the Group for which such member of the Worldwide Group becomes liable solely pursuant to Treasury Regulation Section 1.1502-6. Parent agrees to use reasonable efforts to have any restrictions on payments by a Subsidiary of Parent under such agreement waived or otherwise removed, provided that such efforts shall at any time during not cause the Earnout Period pay any dividend imposition on Parent Common Stock or such Subsidiary of any additional costs or legal or regulatory burdens deemed by the issuance of additional shares of Parent Common Stock, or effect a subdivision or combination or consolidation of the outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stock, then in each such case, (i) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such event, and (ii) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Sponsor the same economic effect as contemplated by this Agreement prior to such event. (d) During the Earnout Period, Parent shall take all reasonable efforts for Parent to remain listed as a public company on, and for the Parent Common Stock Subsidiary to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control or entering into a Contract that contemplates a Change in Control. Upon the consummation of any Change in Control during the Earnout Period, other than as set forth in Section 4, Parent shall have no further obligations pursuant to this Section 3(d)material. (e) Except with respect to any amounts treated as imputed interest under Section 483 of the Code, any issuance of shares of Sponsor Earnout Shares pursuant to this Agreement shall be treated as an adjustment to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code).

Covenants of Parent. (a) Promptly after each Milestone Event has occurred Unless Purchaser otherwise agrees in writing, Parent shall, and shall use its best efforts to cause the Relevant Parent Subsidiary and the Corporation to, do the following at their sole expense until the Closing: (but i) No amendment shall be made to the Certificate of Incorporation or By-Laws of the Corporation or any of its Subsidiaries. (ii) No share of capital stock of the Corporation or any of its Subsidiaries, Option or Unauthorized Option to acquire any such share or right to subscribe to or purchase any such share or security convertible into or exchangeable for any such share, shall be issued or sold by the Corporation or any of its Sub- sidiaries, other than as may be required upon the exercise of the Options and Unauthorized Options listed on Schedule 5.3(a)-2. The Anti-Dilution Agreement shall not be amended, rescinded, modified or waived in any event within ten respect. (10iii) Business Days No dividend or liquidating or other distribution (in cash, stock or otherwise) or stock split shall be authorized, declared, paid or effected by the Corporation in respect of the outstanding shares of Corporation Common Stock or Corporation Preferred Stock. No direct or indirect redemption, purchase or other acquisition shall be made by the Corporation of shares of Corporation Common Stock or Corporation Preferred Stock, other than repurchases of stock from employees whose employment by the Corporation terminates on or after the occurrence date hereof but prior to the Closing in accordance with the terms of existing agreements providing for such repurchase. True, complete and correct copies of such agreements have been provided to Purchaser. Any consider- ation paid for such repurchases shall be deducted from the aggregate funds available for payment to minority shareholders under Section 7.6. (iv) The Corporation and its Subsidiaries shall (A) operate their business in the ordinary course of business as historically conducted, (B) maintain their assets in good operating condition, (C) pay those debts and accounts payable relating to their business that are incurred by them, in the ordinary course of business and on a timely basis, (D) not incur any obligations for borrowed money other than Bank Debt and Intercompany Indebtedness and (E) not permit Bank Debt or Intercompany Indebtedness to exceed the amounts referred to with respect thereto in Section 2.3. (v) The Corporation and its Subsidiaries shall afford Purchaser, its attorneys, accountants and representatives, free and full access to the business of the applicable Milestone Event)Corporation and its Sub- sidiaries, their assets, the books and records of the Corporation and its Subsidiaries relating thereto and employees of the Corporation and its Subsidiaries who are familiar with the business and assets of the Corporation and its Subsidiaries, at all reason- able times upon reasonable notice during normal business hours and in such a manner as not to disrupt business, and shall provide to Purchaser and its representatives such additional financial and operating data and other information as to their business and assets as Purchaser shall from time to time reasonably request. Purchaser shall take the foregoing actions in cooperation with Parent. Parent shall take all actions required permit a representative of Purchaser to be taken by on the premises of the Corporation and shall cause the Board of Directors of the Corporation to instruct the officers of the Corporation to consult with such representative on any business decisions not in the normal course of business except any business decision not in the normal course of business which would have an impact on the Corporation not in excess of Twenty-Five Thousand and 00/100 Dollars ($25,000.00). Parent shall not permit the Corporation to issue make any new capital expenditures of which Parent is aware without the applicable Sponsor Earnout Shares prior consent of Purchaser, unless such expenditure does not exceed Twenty-Five Thousand and 00/100 Dollars ($25,000.00). (vi) Parent shall promptly advise Purchaser in writing of the commencement or threat against Parent or the Corporation of any suit, litigation or legal proceeding that relates to or might affect the business of the Corporation and its Subsidiaries or the transactions contemplated hereby, if and to the Sponsorextent such matters are communicated to Parent. (vii) Parent and the Corporation shall cause all casualty and liability insurance coverage currently in effect with respect to the assets of the Corporation to remain in effect and apply all insurance proceeds in respect of casualty to the replacement or rebuilding of such assets. (viii) Parent shall not, and shall not give its permission to or authorize any officer, director, employee or representative to, and shall use its best efforts to cause the Corporation not to, and not to give its permission or authorize any officer, director, employee or representative to, solicit or enter into, negotiations with any party, other than Purchaser, for the purchase and sale of the Corporation, any Subsidiary of the Corporation or the business or assets of any of them. Parent shall not be responsible for the actions of any Person who acts in violation of this Section without Parent's authorization; provided that in connection with any such actions, (w) Parent shall promptly advise Purchaser if Parent becomes aware of them, (x) Parent shall not permit the provision of Confidential Information regarding the Corporation to any Person, (y) Parent shall not permit the access of any Persons to the Corporation, its business, employees or customers and (z) Parent shall not permit any other activity that may disrupt the business or operations of the Corporation or interfere with Parent's ability to consummate the transactions contemplated hereby at the Closing, to the extent Parent has the legal power to prevent such interference. (b) After the Closing Date, documents (including information embodied in computer-readable media) that are retained by Parent shall take such actions as and that are reasonably requested by related to the Sponsor to evidence the issuances pursuant to Section 2(a), including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger Corporation or the applicable registrar operation of the business of the Corporation and its Subsidiaries prior to the Closing Date shall be open for inspection by representatives of Purchaser or transfer agent of Parent). (c) In the event Parent shall Corporation at any time during regular business hours upon reasonable advance notice, and Purchaser or the Earnout Period pay any dividend on Parent Common Stock by Corporation may make such copies thereof as it may reasonably request. Without limiting the issuance of additional shares of Parent Common Stock, or effect a subdivision or combination or consolidation generality of the outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stock, then in each such case, (i) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such event, and (ii) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Sponsor the same economic effect as contemplated by this Agreement prior to such event. (d) During the Earnout Periodforegoing, Parent shall take all reasonable efforts for Parent to remain listed as a public company on, and for the Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control destroy or entering into a Contract that contemplates a Change in Control. Upon the consummation give up possession of any Change in Control during item referred to above without first offering to Purchaser or the Earnout PeriodCorporation the opportunity, at expense of Purchaser or the Corporation (but without any other than as set forth in Section 4payment), Parent shall have no further obligations pursuant to this Section 3(d)obtain the same. (e) Except with respect to any amounts treated as imputed interest under Section 483 of the Code, any issuance of shares of Sponsor Earnout Shares pursuant to this Agreement shall be treated as an adjustment to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code).

Covenants of Parent. Subject to the consummation of the Reorganization ------------------- and the Acquisition, Parent hereby covenants and agrees with Litronic and the Litronic Stockholders and Pulsar and the Pulsar Stockholders as follows: (a) Promptly after each Milestone Event has occurred If, prior to the Acquisition Closing, any Litronic Stockholder or any Pulsar Stockholder gives written notice to Parent of a statement contained in the Registration Statement that, in such Stockholder's opinion, is false or misleading, or that the Registration Statement omits to state a fact necessary to make the statements contained therein not false or misleading, and if Parent fails to amend the Registration Statement to address such statement or omission to the reasonable satisfaction of such Stockholder, then Parent hereby agrees to indemnify such Stockholder against any loss or damage (but in including reasonable attorneys' fees) suffered by such Stockholder as a consequence of any event within ten (10) Business Days after claim brought against such Stockholder by any third party on the occurrence basis of the applicable Milestone Event), Parent shall take all actions required to be taken by Parent to issue the applicable Sponsor Earnout Shares to the Sponsorstatement or omission of which such Stockholder gave notice. (b) Parent shall will use all commercially reasonable efforts to obtain the release, at or immediately following the Acquisition Closing, of all Litronic Guarantees. Parent covenants that it will either (i) take steps to ensure, to the Litronic Stockholders' reasonable satisfaction, that each such actions as are reasonably requested loan and similar credit obligation guaranteed by the Sponsor Litronic Stockholders will be satisfied and permanently discharged as of the Acquisition Closing or (ii) obtain and deliver to evidence the issuances pursuant Litronic Stockholders at or before the Reorganization Closing the written assurance from the guaranteed party with respect to Section 2(a)each such loan and similar credit obligation guaranteed by the Litronic Stockholders to the effect that, including through upon or as of the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or Acquisition Closing, the Litronic Stockholders will be released from the applicable registrar or transfer agent of Parent)Litronic Guarantee. Parent further covenants that it will indemnify the Litronic Stockholders against any loss (including reasonable attorneys' fees) in connection with any Litronic Guarantees that have been so disclosed and, if applicable, reflected. (c) In After completion of the event IPO, Parent shall at any time during use its best efforts to continue the Earnout Period pay any dividend on quotation of the Parent Common Stock by on the issuance Nasdaq National Market. (d) Parent agrees with respect to continuing employees of additional shares Litronic and Pulsar to recognize all vacation time accrued through the Acquisition Closing under the vacation policies of Litronic and Pulsar as of the Acquisition Closing, and to implement health, retirement and other benefit plans with benefits comparable or superior to those currently in place at Litronic and Pulsar. (e) At or prior to the Acquisition Closing, Parent shall take or cause to be taken all necessary action such that, at the Acquisition Closing and concurrent with the effectiveness of the Amended Charter, the Board of Directors of Parent Common Stockshall be comprised of five (5) members. The first class of directors shall serve until the annual meeting of stockholders held in 2000 and shall initially consist of two members, one of whom shall be identified by Litronic and one of whom shall be identified by Pulsar prior to the Reorganization Closing, who shall be elected to the Board of Directors immediately after the Acquisition Closing. The second class of directors shall serve until the annual meeting of stockholders held in 2001 and shall initially consist of Xxxxxxx Xxxxxxx, who shall be elected to the Board of Directors immediately after the Acquisition Closing. The third class of directors shall serve until the annual meeting of stockholders held in 2002 and shall initially consist of Xxxxxxx X. Xxxxx, Xx. and Xxxx Xxxx, who shall be elected to the Board of Directors immediately after the Acquisition Closing. All subsequent terms of each class of directors after such class first stands for re-election shall expire at the third succeeding annual meeting of stockholders after their election. At or effect prior to the Acquisition Closing, the Companies shall take or cause to be taken all necessary action such that, at the Acquisition Closing, the officers of Parent shall be as set forth on Exhibit 8.13(e), and each such person shall hold office until his or her respective successor is duly elected or appointed and qualified. (f) Prior to the Acquisition Closing, Parent shall take or cause to be taken all necessary action to adopt the Parent 1999 Stock Option Plan in substantially the form of Exhibit 8.13(f). (g) Parent will cause a subdivision or combination or consolidation of Form S-8 registration statement ("Form S-8") to be filed under the outstanding Securities Act with respect to the Parent Common Stock (by reclassification or otherwise) into a greater or lesser number issuable upon exercise of shares the Assumed Options within 90 days of Parent Common Stock, then in each the first anniversary of the Acquisition Closing and will use its best efforts to maintain the effectiveness and current status of the Form S-8 for so long as any such case, Assumed Options remain outstanding; provided that (i) any Assumed Options held by any member of the number immediate family of Sponsor Earnout Shares Xxxx Xxxx (other than A. R. Shah) or any officer, director or stockholder of Parent as of the Acquisition Closing shall be adjusted by multiplying such amount by a fraction, subject to the numerator terms of which is applicable lock-up agreements with the number of Underwriter and (ii) no more than 100,000 shares of Parent Common Stock in the aggregate may be sold pursuant to the Form S-8 prior to the second anniversary of the Acquisition Closing. With respect to those individuals, if any, who subsequent to the Acquisition Closing will become subject to the reporting requirements under Section 16(a) of the Exchange Act, Parent shall administer those individuals' Assumed Options in a manner that complies with Rule 16b-3 promulgated under the Exchange Act. (including any other shares so reclassified as h) Parent Common Stockwill use all commercially reasonable efforts to ensure, to the reasonable satisfaction of Xxxxxxx Xxxxx, that (i) outstanding immediately after such event and the denominator indebtedness of Pulsar to Wilmington Trust Company which is guaranteed by Xxxxxxx Xxxxx will be satisfied and permanently discharged within 90 days of the number of shares of Parent Common Stock that were outstanding immediately prior to such eventAcquisition Closing, and or, in lieu thereof, (ii) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall Xxxxxxx Xxxxx will be appropriately adjusted to provide to the Sponsor the same economic effect as contemplated by this Agreement prior to released from such eventguarantee within such 90-day period. (d) During the Earnout Period, Parent shall take all reasonable efforts for Parent to remain listed as a public company on, and for the Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control or entering into a Contract that contemplates a Change in Control. Upon the consummation of any Change in Control during the Earnout Period, other than as set forth in Section 4, Parent shall have no further obligations pursuant to this Section 3(d). (e) Except with respect to any amounts treated as imputed interest under Section 483 of the Code, any issuance of shares of Sponsor Earnout Shares pursuant to this Agreement shall be treated as an adjustment to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code).

Covenants of Parent. (a) Promptly after each Milestone Event has occurred (but in any event within ten (10) Business Days From and after the occurrence date of this Agreement until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, and except (i) as expressly contemplated or required by this Agreement, (ii) as set forth in Section 4.2 of the Parent Disclosure Letter, (iii) as required by applicable Milestone EventLaw or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, (iv) to the extent action is reasonably taken (or reasonably omitted) in response to COVID-19 or the COVID-19 Measures, provided that such action (or omission) is generally consistent with Parent’s and its Subsidiaries’ actions taken (or omitted) prior to the date hereof in response to COVID-19 and the COVID-19 Measures and discussed in advance with the Company or (v) with the Company’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed), Parent shall, and shall take all actions required cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and use reasonable best efforts to be taken by preserve its business organization intact, maintain its material assets and properties in their current condition (normal wear and tear excepted) and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and tenants, and shall maintain the status of Parent to issue the applicable Sponsor Earnout Shares to the Sponsoras a REIT. (b) From and after the date of this Agreement until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, and except (w) as expressly contemplated or permitted by this Agreement, (x) as set forth in Section 4.2 of the Parent Disclosure Letter, (y) as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, or (z) with the Company’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed), Parent shall take not, and shall not permit any of its Subsidiaries to, do any of the following (it being understood that with respect to any action which is a subject matter of a subclause of this Section 4.2(b), if such actions as are reasonably requested action is permitted by the Sponsor to evidence the issuances express terms of such subclause of this Section 4.2(b) such action or inaction shall be deemed permitted pursuant to Section 2(a4.2(a), including through ): (i) amend or waive any provision under any of the provision of an updated stock ledger showing such issuances (as certified by an officer Organizational Documents of Parent responsible for maintaining such ledger or in a manner that would materially and adversely affect the applicable registrar or transfer agent holders of Parent).Company Common Shares; (cii) In the event split, combine, subdivide or reclassify any shares of capital stock or other equity or voting interests of Parent shall at or any time during the Earnout Period of its Subsidiaries; (iii) enter into any new material line of business; (iv) declare, set aside or pay any dividend on Parent Common Stock by the issuance of additional shares of Parent Common Stockor make any other distributions (whether in cash, or effect a subdivision or combination or consolidation of the outstanding Parent Common Stock (by reclassification stock, property or otherwise) into a greater or lesser number of with respect to shares of capital stock of Parent Common Stockor any of its Subsidiaries or other equity securities or ownership interests in Parent or any of its Subsidiaries, then in each such caseexcept for (A) the declaration and payment by Parent of dividends, payable quarterly with declaration, record and payment dates consistent with past practice, (i1) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number in respect of shares of Parent Common Stock (including any other shares so reclassified as at a rate not to exceed a quarterly rate of $0.17 per share of Parent Common Stock, (2) outstanding immediately after in respect of shares of Parent’s 5.125% Class L Cumulative Redeemable Preferred Stock pursuant to the terms thereof and (3) in respect of shares of Parent’s 5.25% Class M Cumulative Redeemable Preferred Stock pursuant to the terms thereof and (B) the declaration and payment of dividends or other distributions to Parent by any direct or indirect wholly owned Subsidiary of Parent, and (C) the declaration and payment of dividends or other distributions by any Parent Joint Venture in accordance with its Organizational Documents as in effect prior to the date of this Agreement; provided, however, that, notwithstanding the restriction on dividends and other distributions in this Section 4.2(b)(iv), Parent and any of its Subsidiaries shall, subject to Section 5.11, be permitted to make distributions, including under Section 858 or Section 860 of the Code, reasonably necessary for Parent or any of its Subsidiaries that is qualified as a REIT under the Code as of the date hereof to maintain its qualification as a REIT under the Code or applicable state Law and avoid the imposition of any entity level income or excise Tax under the Code or applicable state Law (any such event and the denominator of which is the number distribution described in this proviso, a “Special Parent Distribution”); (v) except for (A) issuances of shares of Parent Common Stock that were outstanding immediately prior to such eventupon the exercise or settlement of Parent equity awards in accordance with the terms of the applicable Parent Equity Plan and awards, (B) grants of Parent equity awards made in the ordinary course of business consistent with past practice or otherwise required by any Parent Benefit Plan and (iiC) issuances by a wholly owned Subsidiary of Parent of equity interests to its parent or to another wholly owned Subsidiary of Parent or issuance of any directors’ qualifying shares in accordance with applicable Law, issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of Parent’s capital stock or other equity or voting interests or that of a Subsidiary of Parent, any Voting Debt, any stock appreciation rights, stock options, restricted shares, restricted stock units, performance shares, performance stock units or other equity-based awards (whether discretionary, formulaic or automatic grants and whether under the Parent Equity Plans or otherwise) or any securities convertible into or exercisable or exchangeable for, or any rights, warrants or options to acquire, any such shares or equity interests or Voting Debt, or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, such shares or other equity or voting interests or Voting Debt, or enter into any agreement with respect to any of the foregoing; (vi) repurchase, redeem or otherwise acquire, or permit any Subsidiary of Parent to redeem, purchase or otherwise acquire any shares of its capital stock or other equity or voting interests or any securities convertible into or exercisable for any shares of its capital stock or other equity or voting interests, except for (A) acquisitions of shares of Parent Common Stock tendered by holders of Parent equity awards in accordance with the terms of the applicable Parent Equity Plan and awards in order to satisfy obligations to pay the exercise price and/or Tax withholding obligations with respect thereto, (B) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted creation of new wholly owned Subsidiaries organized to provide to the Sponsor the same economic effect as contemplated conduct or continue activities otherwise permitted by this Agreement prior (including the other provisions of this Section 4.2(b)), (C) redemptions of Parent Joint Venture or operating partnership interests pursuant to the Organizational Documents of such event.entities and (D) pursuant to repurchase plans described in the Parent SEC Documents in the ordinary course of business; (dvii) During the Earnout Periodadopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, Parent shall take all reasonable efforts for Parent to remain listed as a public company onrestructuring, and for the Parent Common Stock to be tradable overrecapitalization or reorganization, Nasdaq; including any bankruptcy related action or reorganization, provided, however, that the foregoing shall not limit Parent from consummating a Change in Control prohibit (A) internal reorganizations or entering into a Contract consolidations involving existing wholly owned Subsidiaries that contemplates a Change in Control. Upon the would (I) not prevent or materially impede, hinder or delay consummation of the Merger or (II) result in any Change in Control during breach of any of the Earnout Period, other than as representations set forth in Section 43.2(h) (without regard to any materiality or similar qualification set forth therein); (viii) vote to approve or otherwise consent to the taking of any action, or fail to exercise any rights to veto or prevent, any action by any Parent shall have no further obligations pursuant to Joint Venture that would be prohibited by this Section 3(d).4.2(b) if such Parent Joint Venture was a Subsidiary of Parent; (eix) Except with respect change its methods of financial accounting or financial accounting policies, except as required by changes in GAAP (or any interpretation thereof) or in applicable Law, the SEC or the Financial Accounting Standards Board or any similar organization; (x) take any action, or fail to take any amounts action, which would reasonably be expected to cause Parent to fail to qualify as a REIT or any of its Subsidiaries to cease to be treated as imputed interest a partnership or disregarded entity for U.S. federal income tax purposes or as a QRS, a TRS or a REIT under the applicable provisions of Section 483 856 of the Code, as the case may be, other than any issuance redemption or purchase of shares interests in any Parent Joint Venture that causes such Parent Joint Venture to dissolve or become a disregarded entity for U.S. federal income tax purposes and that is effectuated in accordance with the Organizational Documents of Sponsor Earnout Shares pursuant to this Agreement shall be treated such Parent Joint Venture as an adjustment in effect prior to the merger consideration by date of this Agreement (xi) take any action, or knowingly fail to take any action, which action or failure to act could be reasonably expected to prevent the Parties for Tax purposes, unless otherwise required by Merger from qualifying as a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other propertyreorganization” within the meaning of Section 356 368(a) of the Code; (xii) make, change or rescind any material election relating to Taxes (it being understood, for the avoidance of doubt, that nothing in this Agreement shall preclude Parent from designating dividends paid by it as “capital gain dividends” within the meaning of Section 857 of the Code), change a material method of Tax accounting, amend any material Tax Return, settle or compromise any material federal, state, local or foreign income Tax liability, audit, claim or assessment, enter into any material closing agreement related to Taxes, or knowingly surrender any right to claim any material refund of Taxes, except in each case as necessary or appropriate, to (A) preserve Parent’s qualification as a REIT under the Code, or (B) preserve the status of any Subsidiary of Parent as a partnership or disregarded entity for U.S. federal income tax purposes or as a QRS, a TRS or a REIT under the applicable provisions of Section 856 of the Code, as the case may be; or (xiii) agree to, or make any commitment to, take, or authorize, any of the actions prohibited by this Section 4.2. (c) Notwithstanding anything to the contrary set forth in this Agreement, but subject to Section 5.11, nothing in this Agreement shall prohibit Parent or any of its Subsidiaries from taking any action, at any time or from time to time, that in the reasonable judgment of the Board of Directors of Parent, upon advice of counsel to Parent, is reasonably necessary for Parent to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time or to avoid incurring entity level income or excise Taxes under the Code (including making dividend or other distribution payments to stockholders of Parent in accordance with this Agreement) or to preserve the status of any Subsidiary of Parent as a partnership or disregarded entity for U.S. federal income tax purposes or as a QRS, a TRS or a REIT under the applicable provisions of Section 856 of the Code. (d) Parent shall (i) use its reasonable best efforts to obtain the opinions of counsel described in Section 6.2(d) and Section 6.3(c), (ii) deliver to Wachtell, Lipton, Xxxxx & Xxxx (or other nationally recognized law firm reasonably satisfactory to Parent) and Dentons US LLP (or other nationally recognized law firm reasonably satisfactory to the Company) an officer’s certificate, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4), signed by an officer of Parent, containing customary representations of Parent as shall be reasonably necessary or appropriate to enable Wachtell, Lipton, Xxxxx & Xxxx and Dentons US LLP (or, if applicable, such other nationally recognized law firm(s)) to render the opinions described in Section 6.3(c) and Section 6.2(c), respectively, on the Closing Date (and, if required, as of the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act) (a “Parent Tax Representation Letter”); and (iii) deliver to Parent’s counsel or other tax advisor reasonably satisfactory to the Company (it being agreed and understood that each of Wachtell, Lipton, Xxxxx & Xxxx and Xxxxxx & Xxxxxxx LLP is reasonably satisfactory to the Company) (“Parent’s REIT Counsel”) an officer’s certificate, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4), signed by an officer of Parent, containing customary representations of Parent as shall be reasonably necessary or appropriate to enable Parent’s REIT Counsel to render the opinion described in Section 6.2(d) on the Closing Date (and, if required, as of the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act).

Covenants of Parent. AcquireCo and CallCo Relating to the ArrangementExcept such actions as are expressly permitted pursuant to any other term of this Agreement, Parent, AcquireCo and CallCo shall, on a joint and several basis, perform all obligations required to be performed by Parent, AcquireCo and CallCo under this Agreement, co-operate with SRx in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the Arrangement and the other transactions contemplated in this Agreement and, without limiting the generality of the foregoing, Parent, AcquireCo and CallCo shall: (a) Promptly after apply for and use all commercially reasonable efforts in co-operation with SRx to obtain all Key Regulatory Approvals and, in doing so, keep SRx informed in a timely manner as to the status of the proceedings or other actions related to obtaining the Key Regulatory Approvals, including (i) providing SRx with copies of all related applications and notifications, in draft form, in order for SRx to provide its comments thereon, and Parent, AcquireCo and CallCo shall consult with the SRx on any comments provided in good faith; (ii) promptly furnishing to SRx copies of notices or other formal communications received by Parent, AcquireCo or CallCo from, or given by Parent, AcquireCo or CallCo to, any Governmental Entity (including any Securities Authority) with respect to the transactions contemplated by this Agreement or otherwise; (iii) not making any commitments, providing any undertakings or assuming any obligations, in each Milestone Event has occurred case, that are outside the ordinary course of business, without the prior written consent of SRx; and (but iv) subject to applicable Law, each of Parent, AcquireCo and CallCo shall, to the extent reasonably practicable, provide SRx and its counsel with the opportunity to participate in any event within ten (10) Business Days after substantive meeting, teleconference or other material communication with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the occurrence of the applicable Milestone Event), Parent shall take all actions required to be taken by Parent to issue the applicable Sponsor Earnout Shares to the Sponsor.Key Regulatory Approvals; (b) Parent shall take such actions as are reasonably use all commercially reasonable efforts to satisfy all conditions precedent in this Agreement in its power to satisfy and comply promptly with all requirements which applicable Law may impose on Parent, AcquireCo and CallCo with respect to the Arrangement or the other transactions contemplated by this Agreement and including effecting all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by Parent, AcquireCo, CallCo or any of their subsidiaries in connection with the Sponsor to evidence the issuances pursuant to Section 2(a), including through the provision Arrangement and cooperating with SRx in connection with its performance of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent).its obligations hereunder; (c) In use all commercially reasonable efforts to defend all lawsuits or other legal, regulatory or other proceedings against Pxxxxx, AcquireCo or CallCo challenging or affecting this Agreement or the event Parent shall at any time during the Earnout Period pay any dividend on Parent Common Stock by the issuance of additional shares of Parent Common Stock, or effect a subdivision or combination or consolidation consummation of the outstanding Parent Common Stock (by reclassification transactions contemplated hereby and use all commercially reasonable efforts to have lifted or otherwise) into a greater rescinded any injunction or lesser number restraining order or other order relating to Parent, AcquireCo or CallCo which may materially impede the ability of shares of Parent Common Stock, then in each such case, (i) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, Parties to consummate the numerator of which is Arrangement or the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such event, and (ii) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Sponsor the same economic effect as transactions contemplated by this Agreement prior to such event.Agreement; (d) During the Earnout Period, Parent shall take use all commercially reasonable efforts for Parent to remain listed as a public company onobtain, and to assist SRx with respect to obtaining, as applicable, all consents, waivers or approvals required under all Material Contracts, including waivers required in connection with any change of control provisions contained in any Material Contracts; (e) use all commercially reasonable efforts to take, or cause to be taken, all actions and do or cause to be done all things reasonably necessary, proper or advisable on its part under applicable Law and the policies of NYSE American to enable the listing on NYSE American by Parent of the Parent Shares on the Effective Date; (f) use its commercially reasonable efforts to ensure that the Section 3(a)(10) Exemption is available for the Parent Common Stock issuance of Consideration to the SRx Shareholders in exchange for their SRx Shares pursuant to the Plan of Arrangement; (g) until the earlier of the Effective Time and termination of this Agreement in accordance with its terms, subject to applicable Law, make available and cause to be tradable overmade available to SRx, Nasdaqand its Representatives, information reasonably requested by SRx for the purposes of preparing, considering and implementing integration and strategic plans for the acquisition by Parent of SRx following the Effective Date; providedand (h) until the earlier of the Effective Time and termination of this Agreement in accordance with its terms, howeverParent, AcquireCo and CallCo shall, to the extent not precluded by applicable Law, promptly notify SRx, in writing, and promptly provide copies of any related documentation received, when Parent has knowledge of: (i) any notice or other communication from any Person alleging that the foregoing shall not limit Parent consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or other Person) is or may be required in connection with this Agreement or the Arrangement; (ii) any notice or other communication from consummating any Governmental Entity in connection with the Arrangement or this Agreement; (iii) any matter that has resulted in, or is reasonably likely to result in, a Change in Control or entering into a Contract that contemplates a Change in Control. Upon the consummation of any Change in Control during the Earnout Period, other than as condition set forth in Section 4, Parent shall have no further obligations pursuant to this Section 3(d).6.1 or 6.3 not being satisfied; (eiv) Except the failure of Parent, AcquireCo or CallCo to perform any obligations to be performed by it under this Agreement such that any conditions set forth in Section 6.1 or 6.3 would not be satisfied; or (v) any filing, actions, suits, claims, investigations or proceedings commenced or, to the knowledge of Parent, AcquireCo or CallCo, threatened orally or in writing against, or, in respect of any filing, actions, suits, claims, investigations or proceedings existing as at the date hereof, if any additional filing, actions, suits, claims, investigations or proceedings are made or threatened orally or in writing, in each case relating to or involving or otherwise affecting Parent, its subsidiaries or any of their respective assets that would reasonably be expected to be material to Parent and its subsidiaries, taken as a whole; and (i) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with respect to any amounts treated as imputed interest under Section 483 this Agreement or which would reasonably be expected to, individually or in the aggregate, prevent, materially delay or otherwise materially impede the consummation of the Code, any issuance of shares of Sponsor Earnout Shares pursuant to this Agreement shall be treated as an adjustment to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code)Arrangement.

Covenants of Parent. (a) Promptly after each Milestone Event has occurred (but in any event within ten (10) Business Days after From the occurrence date of this Agreement until the earlier of the applicable Milestone EventEffective Time or the termination of this Agreement in accordance with Section 6.1, unless the prior written consent of Company shall have been obtained (which consent shall not be unreasonably withheld, conditioned or delayed), and except as otherwise expressly contemplated herein or as set forth in Parent’s Disclosure Schedule, Parent covenants and agrees that it shall take all actions required to be taken by Parent to issue the applicable Sponsor Earnout Shares to the Sponsor. (b) Parent and shall take such actions as are reasonably requested by the Sponsor to evidence the issuances pursuant to Section 2(a), including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent). (c) In the event Parent shall at any time during the Earnout Period pay any dividend on Parent Common Stock by the issuance of additional shares of Parent Common Stock, or effect a subdivision or combination or consolidation cause each of the outstanding Parent Common Stock Subsidiaries to (by reclassification or otherwisex) into a greater or lesser number of shares of Parent Common Stock, then operate its business only in each such case, (i) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such eventordinary course, and (iiy) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Sponsor the same economic effect as contemplated by this Agreement prior to such event. (d) During the Earnout Period, Parent shall take all use its reasonable efforts for Parent to remain listed as a public company on, preserve intact its business organization and for the Parent Common Stock to be tradable over, NasdaqAssets and maintain its rights and franchises; provided, however, that the foregoing shall not limit prevent any Parent Entity from consummating a Change in Control discontinuing or entering into a Contract that contemplates a Change in Control. Upon the consummation disposing of any Change of its Assets or business if such action is, in Control during the Earnout Periodjudgment of Parent, other than as set forth desirable in the conduct of the business of Parent and the Parent Subsidiaries. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 46.1, Parent shall have no further obligations pursuant covenants and agrees that it will not do or agree or commit to this Section 3(d). (e) Except with respect to do, or permit any amounts treated as imputed interest under Section 483 of the CodeCompany Subsidiaries to do or agree or commit to do, any issuance of shares of Sponsor Earnout Shares pursuant to this Agreement shall be treated as an adjustment to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and following without the prior written consent of Company, which consent shall not be treated unreasonably withheld, delayed or conditioned, or as otherwise contemplated herein or in the Parent Disclosure Schedule: (a) amend the Organizational Documents of Parent or any Significant Subsidiaries (as defined in Regulation S-X promulgated by the SEC) in a manner that would adversely affect Company or the holders of Company Common Stock relative to other holders of Parent Common Stock; (b) repurchase, redeem, or otherwise acquire or exchange (other than exchanges in the ordinary course under all “employee benefit plans” (as defined in ERISA) of any Parent Entity), directly or indirectly, more than twenty percent (20%) of the current outstanding shares, or any securities convertible into any shares, of the capital stock of any Parent Entity, or declare or pay any dividend or make any other propertydistribution in respect of Parent’s capital stock; provided, that Parent may (to the extent legally and contractually permitted to do so), but shall not be obligated to, declare and pay cash dividends on the shares of Parent Common Stock at a rate not in excess of $0.10 per share; (c) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or would reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 356 368(a) of the Code); (d) except for and excluding issuances anticipated by this Agreement, agreements disclosed in the Parent SEC Reports or pursuant to the exercise of stock options or other Equity Rights outstanding as of the date hereof and pursuant to the terms thereof in existence on the date hereof, issue, sell, pledge, encumber, authorize the issuance of, enter into any Contract to issue, sell, pledge, encumber, or authorize the issuance of, or otherwise permit to become outstanding shares or Equity Rights representing more than twenty percent (20%) of the current outstanding shares of Parent Common Stock or any other capital stock of any Parent Entity (on an as-converted basis) whether by sale, transfer, merger, tender offer, share exchange, business combination, reorganization, recapitalization or otherwise; (e) take any action that would reasonably be expected to result in any of the conditions to the merger set forth in Article 5 not being satisfied; or (f) agree to take, make any commitment to take, or adopt any resolutions of Parent’s board of directors in support of, any of the actions prohibited by this Section 4.3.

Covenants of Parent. Section 6.1 Conduct of Parent. Parent agrees that from the date of this Agreement until the Effective Time, Parent and its Subsidiaries shall, subject to the last sentence of this Section 6.1, conduct their business in compliance in all material respects with all applicable laws and regulations and shall use their reasonable best efforts to preserve intact their business organizations and relationships with third parties. Without limiting the generality of the foregoing and subject to the last sentence of this Section 6.1, and except as set forth in Section 6.1 of the Parent Disclosure Letter or as contemplated by this Agreement, without the prior written consent of TRW (which shall not be unreasonably withheld), from the date of this Agreement until the Effective Time: (a) Promptly after each Milestone Event has occurred (but in any event within ten (10) Business Days after Except to the occurrence of the extent required to comply with their respective obligations hereunder or with applicable Milestone Event)law, Parent shall take all actions required to be taken by not, and shall not permit any Subsidiary of Parent to issue the applicable Sponsor Earnout Shares to the Sponsor.to, adopt or propose any change in its certificate of incorporation, bylaws or similar governing documents; (b) Parent shall take such actions as are reasonably requested by the Sponsor to evidence the issuances pursuant to Section 2(a)not, including through the provision of an updated stock ledger showing such issuances (as certified by an officer and shall not permit any Subsidiary of Parent responsible for maintaining such ledger to, adopt a plan or the applicable registrar agreement of complete or transfer agent partial liquidation, dissolution, restructuring, recapitalization or other reorganization of ParentParent or any of its Subsidiaries (other than transactions with, between or involving direct and/or indirect wholly-owned Subsidiaries of Parent and/or TRW).; (c) In the event Parent shall at not, and shall not permit any time during the Earnout Period pay Subsidiary of Parent to, issue, sell, transfer, pledge, dispose of or encumber any dividend on shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire any shares of, capital stock of any class or series of Parent or any of its Subsidiaries other than (i) issuances of Parent Common Stock by pursuant to the issuance of additional shares exercise of Parent Common Stock, Stock Options that are outstanding on the date of this Agreement or effect a subdivision pursuant to Parent Stock Options or combination or consolidation of the outstanding Parent Common Stock other stock-based awards granted in accordance with clause (by reclassification or otherwiseii) into a greater or lesser number of shares of Parent Common Stock, then in each such casebelow, (iii) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of additional Parent Stock Options or other stock-based awards to acquire shares of Parent Common Stock (including granted under the terms of any other shares so reclassified Parent Stock Plans as Parent Common Stock) outstanding immediately after such event and in effect on the denominator date of which is this Agreement in the number ordinary course of shares of Parent Common Stock that were outstanding immediately prior to such event, business consistent with past practice and (iiiii) issuances in accordance with any dividend reinvestment plan as in effect on the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Sponsor the same economic effect as contemplated by date of this Agreement prior to such event.Agreement; (d) During the Earnout Period, Parent shall take all reasonable efforts for Parent not (i) split, combine, subdivide or reclassify its outstanding shares of capital stock or (ii) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to remain listed as a public company onits capital stock, other than, subject to Sections 7.6 and for 7.11, ordinary cash dividends in respect of the Parent Common Stock to be tradable over, Nasdaq; provided, however, that which are not in excess of the foregoing shall not limit Parent from consummating a Change amounts paid in Control or entering into a Contract that contemplates a Change in Control. Upon the consummation immediately preceding fiscal year of any Change in Control during the Earnout Period, other than as set forth in Section 4, Parent shall have no further obligations pursuant to this Section 3(d).Parent; (e) Except Parent shall not, and shall not permit any Subsidiary of Parent to, redeem, purchase or otherwise acquire directly or indirectly any shares of capital stock of Parent, Parent Convertible Securities or Parent Subsidiary Convertible Securities, except for repurchases, redemptions or acquisitions (x) required by or in connection with respect to the terms of any amounts treated Parent Stock Plan or (y) in accordance with any dividend reinvestment plan as imputed interest under Section 483 in effect on the date of this Agreement in the ordinary course of the Codeoperations of such plan consistent with past practice and, in the case of each of (x) and (y) above, only to the extent consistent with Section 7.6; (f) Parent shall not, and shall not permit any issuance of shares its Subsidiaries to, acquire a material amount of Sponsor Earnout Shares assets or property of any other Person (other than a direct or indirect wholly-owned Subsidiary of Parent) except in the ordinary course of business consistent with past practice; (g) Other than as contemplated by Section 7.1, Parent shall not, and shall not permit any of its Subsidiaries to, sell, lease, license or otherwise dispose of any material amount of assets or property (except transfers, leases, licenses or assignments involving a direct or indirect wholly-owned Subsidiary of Parent) except pursuant to existing contracts or commitments and except in the ordinary course of business consistent with past practice; and (h) Parent shall not, and shall not permit any of its Subsidiaries to, agree or commit to do any of the foregoing. Notwithstanding the foregoing but subject to Sections 6.6 and 7.6, from the date hereof until the Effective Time, Parent and its Subsidiaries may (x) make acquisitions of property, assets or any business (whether pursuant to a merger or consolidation with or into Parent, or any Subsidiary thereof) so long as all such acquisitions do not involve the payments of consideration in an amount in excess of $500 million in the aggregate, and (y) sell, transfer or otherwise dispose of assets, property or any business so long as Parent and its Subsidiaries do not sell, transfer and otherwise dispose of assets, property or any business pursuant to this Agreement shall be treated as an adjustment to clause (y) having a fair market value in excess of $1.5 billion in the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code)aggregate.

Covenants of Parent. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, Parent covenants and agrees that it shall (i) continue to conduct its business and the business of the Parent Subsidiaries in a manner designed in its reasonable judgment to enhance the long-term value of the Parent Common Stock and the business prospects of Parent and the Parent Subsidiaries, and (ii) take no action which would (a) Promptly after each Milestone Event has occurred (but in materially adversely affect the ability of any event Party to obtain any Consents required for the transactions contemplated hereby or prevent the transactions contemplated hereby, including the Merger, from qualifying for pooling-of-interests accounting treatment or as a reorganization within ten (10the meaning of Section 368(a) Business Days after the occurrence of the applicable Milestone Event)Internal Revenue Code, Parent shall take all actions required to be taken by Parent to issue the applicable Sponsor Earnout Shares to the Sponsor. (b) Parent shall take such actions as are reasonably requested by materially adversely affect the Sponsor ability of any Party to evidence the issuances pursuant to Section 2(a)perform its covenants and agreements under this Agreement, including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent). (c) In result in Parent entering into an agreement with respect to an Acquisition Proposal with a third party which could be reasonably expected to result in the event Parent shall at any time during Merger not being consummated or an agreement with respect to an Acquisition Proposal to be consummated prior to the Earnout Period pay any dividend on Parent Common Stock by the issuance of additional shares of Parent Common Stock, or Closing Date which would effect a subdivision or combination or consolidation of the outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stock, then change in each such case, (i) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number or kind of shares of Parent Common Stock (including any other shares so reclassified as held by Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Parent Common Stock that were outstanding shareholders immediately prior to such event, and (ii) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Sponsor the same economic effect as contemplated by this Agreement prior to such event. (d) During the Earnout Period, Parent shall take all reasonable efforts for Parent to remain listed as a public company on, and for the Parent Common Stock to be tradable over, Nasdaqconsummation; provided, however, that the foregoing shall not limit prevent Parent or any Parent Subsidiary from consummating a Change in Control acquiring any other Assets or entering into a Contract that contemplates a Change in Control. Upon the consummation businesses or from discontinuing or disposing of any Change of its Assets or business if such action is, in Control during the Earnout Periodreasonable judgment of Parent, other than as desirable in the conduct of the business of Parent and the Parent Subsidiaries and would not, in the reasonable judgment of Parent, likely delay the Effective Time to a date subsequent to the date set forth in Section 4, Parent shall have no further obligations pursuant to 10.1(e) of this Section 3(d)Agreement. (e) Except with respect to any amounts treated as imputed interest under Section 483 of the Code, any issuance of shares of Sponsor Earnout Shares pursuant to this Agreement shall be treated as an adjustment to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code).

Covenants of Parent. Parent hereby covenants as follows: 8.5.1 At all times from the date hereof through the date of Closing, Seller shall cause to be in force fire and extended coverage insurance upon the Property, and public liability insurance with respect to damage or injury to persons or property occurring on the Property in at least such amounts as are maintained by Seller on the Effective Date; 8.5.2 From the end of the Inspection Period through the date of Closing, Seller will not enter into any new lease with respect to the Property, without Buyer’s prior written consent, which shall not be unreasonably withheld. Exercise of a renewal option shall not be considered a new lease (“Renewed Lease”). Any tenant improvement costs, capital maintenance or improvement costs, allowances and brokerage commissions payable with respect to a new lease or a Renewed Lease shall be paid by Buyer and if Seller has paid any such costs prior to Closing, Parent shall receive a credit at Closing for such costs. Further, Seller will not modify any existing Lease covering space in the Property without first obtaining the written consent of Buyer which shall not be unreasonably withheld, conditioned or delayed. Buyer shall have five (5) business days in which to approve or disapprove of any new lease for which it has a right to consent. Failure to respond in writing within said time period shall be deemed to be consent; 8.5.3 From the Effective Date through the date of Closing, Seller shall not sell, assign, or convey any right, title or interest whatsoever in or to the Property, or create or permit to attach any lien, security interest, easement, encumbrance, charge, or condition affecting the Property (other than the Permitted Exceptions) without promptly discharging the same prior to Closing; and 8.5.4 Seller shall not, without Buyer’s written approval, such approval not to be unreasonably withheld, conditioned or delayed, (a) Promptly after each Milestone Event has occurred amend or waive any right under any Service Contract except in connection with the termination of any Contract required to be terminated by Seller prior to Closing pursuant to the terms of this Agreement, or (but b) enter into any agreement of any type affecting the Property that is not terminable on 30 days notice. 8.5.5 From the date of this Agreement through the date of Closing: (a) Parent shall cause the Company and Seller to use commercially reasonable efforts to carry on their respective businesses in the ordinary course of business, consistent with past practices, subject to the other provisions of this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit the Company or any event within ten (10) Business Days after of its subsidiaries, whether or not in the occurrence ordinary course of business and whether or not consistent with past practice, from paying, transferring or distributing cash to Parent, the Company or any of its subsidiaries, including, without limitation, any cash held in operating or other non-Lender- controlled accounts of the applicable Milestone EventCompany or any subsidiary; (b) except in connection with the Spin-Off (as defined in Section 8.5.6), Parent shall take all actions required not and shall cause the Company and its subsidiaries not to: (i) amend the Certificates of Formation or limited liability company agreement of any of the Company or its subsidiaries; or (ii) make any change in the capital structure of any of the Company or its subsidiaries, issue or permit the transfer of any limited liability company interests in the Company or its subsidiaries, become a party to be taken by Parent any subscriptions, warrants, rights, options, convertible securities, or other agreements or commitments of any character related to issue limited liability company interests of the applicable Sponsor Earnout Shares Company or any of its subsidiaries, or to other equity securities of the Sponsor. Company or any of its subsidiaries, and (bc) Parent shall take such actions as are reasonably requested by the Sponsor to evidence the issuances pursuant to Section 2(a), including through the provision give Buyer written notice of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent). (c) In the event Parent shall at any time during the Earnout Period pay any dividend on Parent Common Stock by the issuance of additional shares of Parent Common Stock, or effect a subdivision or combination or consolidation of the outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stock, then material change in each such case, (i) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event its representations and the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such event, and (ii) the dollar values warranties set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Sponsor the same economic effect as contemplated by Section 8.1 of this Agreement prior to such event. (d) During the Earnout Period, of which Parent shall take all reasonable efforts for Parent to remain listed as a public company on, and for the Parent Common Stock to be tradable over, Nasdaqhas actual notice; provided, however, that in no event shall the foregoing shall not limit Parent from consummating a Change in Control or entering into a Contract that contemplates a Change in Control. Upon the consummation giving of any Change such notice by Parent (i) affect any of the respective rights and obligations of the parties under this Agreement, including, without limitation, Buyer’s obligation to consummate the Merger, or (ii) be deemed a breach of any representation or warranty of Parent; and provided, further, that notwithstanding anything to the contrary in Control during this Agreement, in no event shall the Earnout Periodfailure of Parent to give Seller notice of any material change in its representations and warranties in accordance with this Section 8.5.5(c) give Buyer the right to terminate this Agreement pursuant to Section 14.1 or Section 8.2.2(a) hereof or otherwise entitle Buyer to a return of its Deposit. 8.5.6 Prior to the Closing, Parent and the Company shall engage in a transaction or series of transactions (collectively, the “Spin-Off”) which will result in the Company ceasing to own a limited liability company interest in both Xxxxxx LLC and Xxxxxx LLC (collectively, the “Former Subsidiaries”) or in any \ other subsidiary of the Company other than as set forth in Section 4, Parent shall have no further obligations pursuant to this Section 3(d). (e) Except with respect to any amounts treated as imputed interest under Section 483 of the Code, any issuance of shares of Sponsor Earnout Shares pursuant to this Agreement shall be treated as an adjustment to the merger consideration by the Parties for Tax purposesSeller, unless otherwise required approved by a change Buyer in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code)writing.

Covenants of Parent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent agrees as to itself and its respective Subsidiaries (except to the extent that the Company shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed), to carry on its business in the usual, regular and ordinary course in substantially the same manner as previously conducted, to pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform its other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, and others having material business dealings with it. Parent shall promptly notify the other party of any material event or occurrence not in the ordinary course of business of Parent. Except as expressly contemplated by this Agreement or as set forth in Section 5.02 of the Parent Disclosure Letter, Parent shall not (and shall not permit any of its respective Subsidiaries to), without the written consent of the Company (which consent shall not be unreasonably withheld or delayed): (a) Promptly after each Milestone Event has occurred (but Accelerate, amend or change the period of exercisability or vesting of warrants, options, stock purchase rights, restricted stock or other stock awards granted under the Parent Stock Plans or authorize cash payments in exchange for any event within ten (10) Business Days after warrants, options, stock purchase rights, restricted stock or other stock awards granted under the occurrence Parent Stock Plans, except as required by the terms of such plans or any related agreements in effect as of the applicable Milestone Event), Parent shall take all actions required to be taken by Parent to issue the applicable Sponsor Earnout Shares to the Sponsor.date of this Agreement; (b) Parent shall take 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, 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, or purchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors and consultants at a price not greater than the then current fair market value in accordance with agreements providing for the repurchase of shares in connection with any termination of service to such actions as are reasonably requested by the Sponsor to evidence the issuances pursuant to Section 2(a), including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent).party; (c) In Grant, issue, deliver or sell, or authorize or propose the event Parent shall at issuance, delivery or sale of, any time during the Earnout Period pay any dividend on shares of its capital stock (including Parent Common Stock by held in treasury) or securities convertible into shares of its capital stock, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any such shares or other convertible securities, other than (i) the issuance of additional shares of Parent Common Stock, or effect a subdivision or combination or consolidation of the outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common StockStock pursuant to the exercise of options, then warrants, convertible securities, stock purchase rights, restricted stock or other stock awards outstanding on the date of this Agreement, or granted, issued or awarded after the date of this Agreement in each such caseaccordance with this subsection (c), or pursuant to Parent's Employee Stock Purchase Plan and (iii) if the number Closing shall not have occurred prior to January 1, 2005, grants of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, stock options pursuant to the numerator Parent Stock Plans ("Parent Stock Options") to acquire up to an aggregate of which is 110% of the aggregate number of shares of Parent Common Stock (including any other shares so reclassified as underlying Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares Stock Options granted in 2004, with an exercise price per share of Parent Common Stock that were outstanding immediately prior to such event, and (ii) no less than the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to fair market value of a share of Parent Common Stock as of the Sponsor the same economic effect as contemplated by this Agreement prior to such event.date of grant; (d) During Acquire or agree to acquire by merging or consolidating with, or by purchasing an equity interest in or any of the Earnout Periodassets of, Parent shall take all reasonable efforts for Parent or by any other manner, any business or any corporation, partnership or other business organization or division, or otherwise acquire or agree to remain listed as a public company on, and for the Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control or entering into a Contract that contemplates a Change in Control. Upon the consummation of acquire any Change in Control during the Earnout Period, assets (other than as set forth inventory and other items in Section 4the ordinary course of business), Parent shall have no further obligations pursuant to this Section 3(d).except for all such acquisitions involving aggregate consideration of not more than $50 million; (e) Except for transactions among Parent and its Subsidiaries, redeem, purchase, acquire or offer to purchase or acquire any shares of its capital stock or any options, warrants or rights to acquire any of its capital stock or any security convertible into or exchangeable for its capital stock other than in connection with respect the exercise of outstanding Parent Stock Options pursuant to any amounts treated as imputed interest under Section 483 the terms of the CodeParent Stock Plans and the relevant written agreements evidencing the grant of such Parent Stock Options; (f) Sell, lease, license or otherwise dispose of any of its properties or assets, other than (i) sales or dispositions of assets in the ordinary course of business or as may be required by applicable Law, (ii) sales of inventory and other current assets, (iii) sales or dispositions of assets in one or a series of related transactions having an aggregate value of $25 million or less or (iv) divestitures pursuant to Section 6.05; (g) (i) Increase or agree to increase the compensation or benefits payable or to become payable to the officers or employees of Parent or any of its Subsidiaries, except (A) for increases in salary or wages of such officers or employees in the ordinary course of business in accordance with past practices (including bonuses), (B) pursuant to contractual arrangements in effect on the date of this Agreement, (C) in connection with the assumption by such officer or employee of material new or additional responsibilities or (D) to respond to offers of employment made by third parties; (ii) grant any additional severance or termination pay to, or enter into any employment or severance agreements with, any issuance employees or officers, other than (A) payments or agreements paid to or entered into with employees (other than officers) in the ordinary course of shares business in accordance with past practices, (B) severance agreements for up to 14 individuals providing for the payment of Sponsor Earnout Shares severance of up to the equivalent of 24 months base salary (and no other benefit) or (C) pursuant to contractual arrangements in effect on the date of this Agreement, (iii) establish, adopt, enter into or materially and adversely amend any collective bargaining agreement (other than as required by Law), or (iv) establish, adopt, enter into, amend or terminate any Parent Employee Plan or any other bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust, fund, policy or arrangement for the benefit of any directors, officers or employees of Parent or any of its Subsidiaries (except as expressly permitted by (i) or (ii) of this Section 5.02(g)); (h) Amend or propose to amend its charter or by-laws, except as contemplated by this Agreement; (i) Incur any indebtedness for borrowed money other than (i) borrowings pursuant to credit agreements in effect as of the date hereof or replacement credit agreements on substantially similar terms as Parent's credit agreements in effect as of the date hereof and having aggregate borrowing capacity not to exceed 150% of Parent's borrowing capacity under its existing credit agreements and (ii) seller financings in connection with acquisitions permitted by this Section 5.02; (j) Enter into any agreement or arrangement that limits or otherwise restricts Parent or any of its Subsidiaries or any of their respective affiliates or any successor thereto from engaging or competing in any line of business or in any geographic area; (k) Change any method or principle of financial accounting in a manner that is inconsistent with past practice, except to the extent required by GAAP as advised by Parent's regular independent accountants, make or change any material tax election, or settle or compromise any material Tax Liability or refund; (l) Make or commit to make any capital expenditures other than in the ordinary course of business; (m) Take any action that is intended or would reasonably be expected to result in any of the conditions to the Merger in Article VII not being satisfied; or (n) Take, or agree in writing or otherwise to take, any of the actions described in paragraphs (a) through (m) above. Nothing contained in this Agreement shall be treated as an adjustment give the Company, directly or indirectly, rights to control or direct Parent's operations prior to the merger consideration by Effective Time. Prior to the Parties for Tax purposesEffective Time, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to Parent shall exercise, consistent with the terms and conditions of this Agreement shall be treated as eligible for non-recognition treatment under Section 354 Agreement, complete control and supervision of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code)its operations.

Covenants of Parent. Except as set forth in Section 4.2 of the Parent Disclosure Schedule, Parent covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated by the terms of this Agreement), unless the Company shall otherwise consent in writing, Parent shall, to the extent consistent with its reasonable commercial judgment, use its reasonable best efforts to preserve substantially intact the business organization of Parent and its Subsidiaries, to keep available the services of the present officers, and key employees of Parent and its Subsidiaries and to preserve the present relationships of Parent and its Subsidiaries with persons with which Parent or any of its Subsidiaries has significant business relations, except for any failures which would not be material to Parent and its Subsidiaries taken as a whole. Without limiting the generality of the foregoing, neither Parent nor any of its Subsidiaries shall (except as set forth in Section 4.2 of the Parent Disclosure Schedule and except as otherwise specifically contemplated by the terms of this Agreement), between the date of this Agreement and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, directly or indirectly do, any of the following without the prior written consent of the Company: (a) Promptly after each Milestone Event has occurred (but i) amend its Certificate of Incorporation or By-Laws in any event within ten (10) Business Days after the occurrence such a manner as would cause holders of the applicable Milestone Event), Parent shall take all actions required to be taken by Parent to issue the applicable Sponsor Earnout Shares to the Sponsor. (b) Parent shall take such actions as are reasonably requested by the Sponsor to evidence the issuances pursuant to Section 2(a), including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent). (c) In the event Parent shall at any time during the Earnout Period pay any dividend on Company Common Stock that receive Parent Common Stock by pursuant to the issuance of additional shares Merger to be treated differently than other holders of Parent Common Stock, or effect a subdivision (ii) declare, set aside or combination pay any dividend payable in cash, stock or consolidation of the outstanding property or make any other distribution with respect to Parent Common Stock (by reclassification except that Parent may declare and pay regular quarterly dividends in the ordinary course of business and subject to any increase in the regular quarterly dividend in the ordinary course of business); (b) adopt a plan of complete or partial liquidation with respect to Parent or resolutions providing for or authorizing such a liquidation or a dissolution; or (c) take, or offer or propose to take, or agree to take in writing or otherwise, any of the actions described in Sections 4.2(a) into a greater and 4.2(b) or lesser number any action which would result in any of shares of Parent Common Stock, then in each such case, (i) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such event, and (ii) the dollar values conditions set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Sponsor the same economic effect as contemplated by this Agreement prior to such eventArticle VI not being satisfied. (d) During the Earnout Period, Parent shall take all reasonable efforts for Parent to remain listed as a public company on, and for the Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control or entering into a Contract that contemplates a Change in Control. Upon the consummation of any Change in Control during the Earnout Period, other than as set forth in Section 4, Parent shall have no further obligations pursuant to this Section 3(d). (e) Except with respect to any amounts treated as imputed interest under Section 483 of the Code, any issuance of shares of Sponsor Earnout Shares pursuant to this Agreement shall be treated as an adjustment to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code).

Covenants of Parent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent agrees as to itself and its respective Subsidiaries (except to the extent that the Company shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed), to carry on its business in the usual, regular and ordinary course in substantially the same manner as previously conducted, to pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform its other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, and others having material business dealings with it. Parent shall promptly notify the other party of any material event or occurrence not in the ordinary course of business of Parent. Except as expressly contemplated by this Agreement or as set forth in Section 5.02 of the Parent Disclosure Letter, Parent shall not (and shall not permit any of its respective Subsidiaries to), without the written consent of the Company (which consent shall not be unreasonably withheld or delayed): (a) Promptly after each Milestone Event has occurred (but Accelerate, amend or change the period of exercisability or vesting of warrants, options, stock purchase rights, restricted stock or other stock awards granted under the Parent Stock Plans or authorize cash payments in exchange for any event within ten (10) Business Days after warrants, options, stock purchase rights, restricted stock or other stock awards granted under the occurrence Parent Stock Plans, except as required by the terms of such plans or any related agreements in effect as of the applicable Milestone Event), Parent shall take all actions required to be taken by Parent to issue the applicable Sponsor Earnout Shares to the Sponsor.date of this Agreement; (b) Parent shall take 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, 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, or purchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors and consultants at a price not greater than the then current fair market value in accordance with agreements providing for the repurchase of shares in connection with any termination of service to such actions as are reasonably requested by the Sponsor to evidence the issuances pursuant to Section 2(a), including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent).party; (c) In Grant, issue, deliver or sell, or authorize or propose the event Parent shall at issuance, delivery or sale of, any time during the Earnout Period pay any dividend on shares of its capital stock (including Parent Common Stock by held in treasury) or securities convertible into shares of its capital stock, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any such shares or other convertible securities, other than (i) the issuance of additional shares of Parent Common Stock, or effect a subdivision or combination or consolidation of the outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common StockStock pursuant to the exercise of options, then warrants, convertible securities, stock purchase rights, restricted stock or other stock awards outstanding on the date of this Agreement, or granted, issued or awarded after the date of this Agreement in each such caseaccordance with this subsection (c), or pursuant to Parent’s Employee Stock Purchase Plan and (iii) if the number Closing shall not have occurred prior to January 1, 2005, grants of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, stock options pursuant to the numerator Parent Stock Plans (“Parent Stock Options”) to acquire up to an aggregate of which is 110% of the aggregate number of shares of Parent Common Stock (including any other shares so reclassified as underlying Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares Stock Options granted in 2004, with an exercise price per share of Parent Common Stock that were outstanding immediately prior to such event, and (ii) no less than the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to fair market value of a share of Parent Common Stock as of the Sponsor the same economic effect as contemplated by this Agreement prior to such event.date of grant; (d) During Acquire or agree to acquire by merging or consolidating with, or by purchasing an equity interest in or any of the Earnout Periodassets of, Parent shall take all reasonable efforts for Parent or by any other manner, any business or any corporation, partnership or other business organization or division, or otherwise acquire or agree to remain listed as a public company on, and for the Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control or entering into a Contract that contemplates a Change in Control. Upon the consummation of acquire any Change in Control during the Earnout Period, assets (other than as set forth inventory and other items in Section 4the ordinary course of business), Parent shall have no further obligations pursuant to this Section 3(d).except for all such acquisitions involving aggregate consideration of not more than $50 million; (e) Except for transactions among Parent and its Subsidiaries, redeem, purchase, acquire or offer to purchase or acquire any shares of its capital stock or any options, warrants or rights to acquire any of its capital stock or any security convertible into or exchangeable for its capital stock other than in connection with respect the exercise of outstanding Parent Stock Options pursuant to any amounts treated as imputed interest under Section 483 the terms of the CodeParent Stock Plans and the relevant written agreements evidencing the grant of such Parent Stock Options; (f) Sell, lease, license or otherwise dispose of any of its properties or assets, other than (i) sales or dispositions of assets in the ordinary course of business or as may be required by applicable Law, (ii) sales of inventory and other current assets, (iii) sales or dispositions of assets in one or a series of related transactions having an aggregate value of $25 million or less or (iv) divestitures pursuant to Section 6.05; (g) (i) Increase or agree to increase the compensation or benefits payable or to become payable to the officers or employees of Parent or any of its Subsidiaries, except (A) for increases in salary or wages of such officers or employees in the ordinary course of business in accordance with past practices (including bonuses), (B) pursuant to contractual arrangements in effect on the date of this Agreement, (C) in connection with the assumption by such officer or employee of material new or additional responsibilities or (D) to respond to offers of employment made by third parties; (ii) grant any additional severance or termination pay to, or enter into any employment or severance agreements with, any issuance employees or officers, other than (A) payments or agreements paid to or entered into with employees (other than officers) in the ordinary course of shares business in accordance with past practices, (B) severance agreements for up to 14 individuals providing for the payment of Sponsor Earnout Shares severance of up to the equivalent of 24 months base salary (and no other benefit) or (C) pursuant to contractual arrangements in effect on the date of this Agreement, (iii) establish, adopt, enter into or materially and adversely amend any collective bargaining agreement (other than as required by Law), or (iv) establish, adopt, enter into, amend or terminate any Parent Employee Plan or any other bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust, fund, policy or arrangement for the benefit of any directors, officers or employees of Parent or any of its Subsidiaries (except as expressly permitted by (i) or (ii) of this Section 5.02(g)); (h) Amend or propose to amend its charter or by-laws, except as contemplated by this Agreement; (i) Incur any indebtedness for borrowed money other than (i) borrowings pursuant to credit agreements in effect as of the date hereof or replacement credit agreements on substantially similar terms as Parent’s credit agreements in effect as of the date hereof and having aggregate borrowing capacity not to exceed 150% of Parent’s borrowing capacity under its existing credit agreements and (ii) seller financings in connection with acquisitions permitted by this Section 5.02; (j) Enter into any agreement or arrangement that limits or otherwise restricts Parent or any of its Subsidiaries or any of their respective affiliates or any successor thereto from engaging or competing in any line of business or in any geographic area; (k) Change any method or principle of financial accounting in a manner that is inconsistent with past practice, except to the extent required by GAAP as advised by Parent’s regular independent accountants, make or change any material tax election, or settle or compromise any material Tax Liability or refund; (l) Make or commit to make any capital expenditures other than in the ordinary course of business; (m) Take any action that is intended or would reasonably be expected to result in any of the conditions to the Merger in Article VII not being satisfied; or (n) Take, or agree in writing or otherwise to take, any of the actions described in paragraphs (a) through (m) above. Nothing contained in this Agreement shall be treated as an adjustment give the Company, directly or indirectly, rights to control or direct Parent’s operations prior to the merger consideration by Effective Time. Prior to the Parties for Tax purposesEffective Time, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to Parent shall exercise, consistent with the terms and conditions of this Agreement shall be treated as eligible for non-recognition treatment under Section 354 Agreement, complete control and supervision of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code)its operations.

Covenants of Parent. Parent will perform, and will cause Purchaser to perform, all obligations required or desirable to be performed by it under this Agreement, co-operate with Eveready in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, Parent will, and where appropriate will cause Purchaser to: (a) Promptly after each Milestone Event has occurred (but use its commercially reasonable efforts to preserve intact the business, organization, assets, properties, goodwill and employees of Parent and its Subsidiaries and other business relationships, continue to operate in any event within ten (10) Business Days after the occurrence ordinary course of the applicable Milestone Event)business, Parent shall take all actions required maintain its books, records and accounts in accordance with U.S. GAAP, and use its commercially reasonable efforts to be taken by Parent to issue the applicable Sponsor Earnout Shares to the Sponsor.maintain its current financial condition, including working capital levels; (b) Parent shall take apply for and use all commercially reasonable efforts to obtain all Regulatory Approvals relating to it and relating to Eveready or any of Eveready’s Subsidiaries which are typically applied for by an acquiror (including those referenced in Schedule C) and, in doing so, keep Eveready reasonably informed as to the status of the proceedings related to obtaining the Regulatory Approvals, including providing Eveready with copies of all related applications and notifications in draft form (other than confidential information contained in such actions as are reasonably requested by the Sponsor to evidence the issuances pursuant to Section 2(aapplications and notifications), including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible in order for maintaining such ledger or the applicable registrar or transfer agent of Parent). (c) In the event Parent shall at any time during the Earnout Period pay any dividend on Parent Common Stock by the issuance of additional shares of Parent Common Stock, or effect a subdivision or combination or consolidation of the outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stock, then in each such case, (i) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such event, and (ii) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted Eveready to provide to the Sponsor the same economic effect as contemplated by this Agreement prior to such event. (d) During the Earnout Period, Parent shall take all its reasonable efforts for Parent to remain listed as a public company on, and for the Parent Common Stock to be tradable over, Nasdaqcomments thereon; provided, however, that nothing in this Agreement shall require Parent or its Affiliates to divest or hold separate or otherwise take or commit to take any action with respect to any asset, property or agreement of Parent or any of its Subsidiaries in order to obtain any such Regulatory Approval; (c) use its commercially reasonable efforts to (i) effect all necessary registrations, filings and submissions of information required by Governmental Entities from Purchaser or any of its Subsidiaries relating to the foregoing shall not limit Arrangement, and (ii) cause the Parent from consummating a Change in Control or entering into a Contract that contemplates a Change in Control. Upon Common Shares to be issued, indirectly, to the consummation of any Change in Control during the Earnout Period, other than as set forth in Section 4, Parent shall have no further obligations Eveready Shareholders pursuant to this Agreement and the Arrangement to be approved for listing on the NYSE, subject to official notice of issuance, prior to or as of the Effective Time; (d) use its commercially reasonable efforts to obtain (i) financing (whether in the form of a further amendment and/or restatement of the Eveready Amended and Restated Credit Agreement or a refinancing of the Eveready Indebtedness under such agreement), and (ii) such waivers or amendments under Parent’s existing credit instruments or refinancings thereof as will allow Parent and Purchaser to complete the transactions described in this Agreement, each on terms reasonably satisfactory to Parent provided that, if such financing shall include the issuance of any Parent Common Shares or warrants or convertible securities which are exercisable for or convertible into any Parent Common Shares, the issuance, exercise or conversion price shall not (without the prior written consent of Eveready) be less than U.S. $48.00 per Parent Common Share (the financing, refinancing and/or waivers described in this Section 3(d5.4(d) being collectively the “Financing”).; (e) Except use its commercially reasonable efforts to defend all lawsuits or other legal, regulatory or other proceedings against Parent or Purchaser challenging or affecting this Agreement or the consummation of the transactions contemplated hereby; (f) not: (i) amend its articles, charter or by-laws or other comparable organizational documents; (ii) declare, set aside or pay any dividend or other distribution or payment (whether in cash, shares or property) in respect of its shares; (iii) adjust, split, combine or reclassify its shares; (iv) amend or modify the terms of any of its shares; or (v) adopt a plan of liquidation or resolution providing for its liquidation or dissolution; (g) promptly notify Eveready in writing of (i) any circumstance or development that, to the knowledge of Parent, is or would reasonably be expected to have a Parent Material Adverse Effect or any change in any material fact set forth in the Parent Reports, or (ii) any circumstance or development with respect to any amounts treated as imputed interest under Section 483 legal action affecting Parent or any of its Subsidiaries or affecting any of their respective properties or assets at law or in equity before or by any Governmental Entity that, to the knowledge of Parent, is or would reasonably be expected to have a Parent Material Adverse Effect; provided that the delivery of any such notification will not modify, amend or supersede any representation or warranty of Parent contained in this Agreement or in any certificate or other instrument delivered in connection herewith and will not affect any right of Eveready hereunder; (h) abide by the terms of the CodeConfidentiality Agreement; and (i) on and after the Effective Time, any issuance provide for the continuing employees of shares Eveready and its Subsidiaries credit under the relevant Parent Plans for the period of Sponsor Earnout Shares pursuant their employment by Eveready or its Subsidiaries and permit them to this Agreement shall participate in Parent’s employee stock purchase plan if they wish to do so. Eveready’s continuing management employees will be treated as an adjustment entitled to participate in Parent’s management incentive plan (“MIP”) and restricted stock plan on terms similar to comparable management employees of Parent and its Subsidiaries. For purposes of Parent’s MIP, separate EBITDA goals for Eveready will be established based on the merger consideration by Eveready’s performance during the Parties for Tax purposesstub period beginning on the Effective Time and ending on December 31, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code)2009.

Covenants of Parent. Parent covenants and agrees to perform the following acts: (a) Promptly after each Milestone Event has occurred (but No Indebtedness: Parent will not create, incur, assume, guarantee or otherwise become liable with respect to any obligation for borrowed money, indebtedness, capitalized lease or similar obligation, except in any event within ten (10) Business Days after the occurrence ordinary course of business consistent with past practices, where the applicable Milestone Event), Parent shall take all actions required to be taken entire net proceeds thereof are deposited with and used by Parent to issue and in connection with the applicable Sponsor Earnout Shares to the Sponsorbusiness of Parent. (b) No Amendments: Parent shall take such actions will not amend its corporate charter or bylaws (or similar documents) without prior consent of the MDI Companies (except as are reasonably requested by the Sponsor to evidence the issuances pursuant to described above in Section 2(a)1.3(a) and Parent will maintain its corporate existence, including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent)licenses, permits, powers and rights in full force and effect. (c) In the event No Securities Issuances: Parent shall at will not issue any time during the Earnout Period pay shares of any dividend on Parent Common Stock by class of capital stock, or enter into any contract, option, warrant or right calling for the issuance of additional any such shares of Parent Common Stockcapital stock, or effect a subdivision create or combination or consolidation of the outstanding Parent Common Stock (by reclassification or otherwise) issue any securities convertible into a greater or lesser number of shares any securities of Parent Common Stock, then in each such case, (i) except for the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such event, and (ii) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Sponsor the same economic effect as transactions contemplated by this Agreement prior to such eventherein. (d) During the Earnout PeriodNo Dividends: Parent will not declare, Parent shall take all reasonable efforts for Parent to remain listed as a public company on, and for the Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control set aside or entering into a Contract that contemplates a Change in Control. Upon the consummation pay any dividends or other distributions of any Change in Control during the Earnout Period, other than as set forth in Section 4, Parent shall have no further obligations pursuant to this Section 3(d)nature whatsoever. (e) Except with respect Contracts; Parent will not enter into or assume any contact, agreement, obligation, lease, license, or commitment. (f) Capital Commitments: Parent will not make or commit to make any amounts treated as imputed interest under Section 483 material capital expenditure, capital addition or capital improvement. (g) Notice of Change: Parent will promptly advise the MDI Companies in writing of any material adverse change, or the occurrence of any event which involves any substantial possibility of a material adverse change, in their businesses, financial conditions, results of operations, assets, liabilities or prospects. (h) Consents: Parent will use its best good faith efforts to obtain the consent or approval of each person or entity whose consent or approval is required for the consummation of the Code, any issuance Transactions contemplated hereby and to do all things necessary to consummate the Transactions contemplated by the Basic Agreements. V CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PARENT TO CLOSE The obligation of shares of Sponsor Earnout Shares pursuant Parent to close the Transactions is subject to the fulfillment by the MDI Companies contained in this Agreement shall have been true and correct when made and shall be treated true and correct as an adjustment of the Closing with the same force and effect as if made at the Closing. The MDI Companies shall have performed all agreements, covenants and conditions required to be performed by the MDI Companies and Shareholders prior to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code)Closing.

Covenants of Parent. In connection with any offering of Registrable Common Shares pursuant to this Agreement, Parent shall: (a) Promptly after each Milestone Event has occurred Prepare and file with the SEC such amendments and post-effective amendments to the registration statement as may be necessary to keep the registration statement effective for a period of not less than 120 days (but unless filed pursuant to Rule 415 under the Securities Act, in any event within ten (10) Business Days after which case such period shall be until the occurrence end of the applicable Milestone EventEffectiveness Period), Parent shall take or such shorter period which will terminate when all actions required Registrable Common Shares covered by such registration statement have been sold or withdrawn at the request of participating holders of Common Shares and cause the prospectus to be taken supplemented by Parent any required prospectus supplement, and as so supplemented to issue be filed pursuant to Rule 424 under the applicable Sponsor Earnout Shares to the Sponsor.Securities Act; (b) Parent shall take Make available to each Holder (i) at least two business days prior to filing with the SEC, any registration statement covering shares of Registrable Common Shares, any amendment or supplement thereto, and any prospectus used in connection therewith, which documents will be subject to the reasonable review of such actions as are reasonably requested by the Sponsor Holders, and, with respect to evidence the issuances a registration statement prepared pursuant to Section 2(a)2, including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent). (c) In the event Parent shall at not file any time during such documents with the Earnout Period pay SEC to which any dividend on Parent Common Stock by the issuance of additional shares of Parent Common Stock, or effect a subdivision or combination or consolidation of the outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stock, then in each such case, (i) the number of Sponsor Earnout Shares Holder shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such eventreasonably object, and (ii) a copy of any and all transmittal letters or other correspondence with the dollar values set forth SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic securities exchange) relating to such offering of Registrable Common Shares; (c) Furnish to each Holder such number of copies of such registration statement, each amendment and supplement thereto (in Sections 2(aeach case including all exhibits thereto and documents incorporated by reference therein except to the extent available on the internet) and Sections 4(a)-(cthe prospectus included in such registration statement (including each preliminary prospectus and prospectus supplement) shall be appropriately adjusted as such Holder may reasonably request to provide to facilitate the Sponsor sale of the same economic effect as contemplated by this Agreement prior to such event.Registrable Common Shares; (d) During After the Earnout Periodfiling of such registration statement, Parent shall promptly notify each Holder of any stop order issued or, to Parent’s knowledge, threatened to be issued by the SEC and promptly take all reasonable actions to prevent the entry of such stop order or to obtain its withdrawal if entered; (e) Promptly inform each Holder (i) in the case of any offering of Registrable Common Shares in respect of which a registration statement is filed under the Securities Act, of the date on which such registration statement or any post-effective amendment thereto becomes effective and, if applicable, of the date of filing a Rule 430A or 430B prospectus, and (ii) of any request by the SEC, any securities exchange, government agency, self-regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or preliminary prospectus or prospectus included therein or any offering memorandum or other offering document relating to such offering; (f) Subject to Section 3.1(h), until the earlier of (i) such time as all of the Registrable Common Shares being offered have been disposed of in accordance with the intended method of disposition by such Holder set forth in the registration statement or other offering document (and the expiration of any prospectus delivery requirements in connection therewith) and (ii) the expiration of 120 days after such registration statement or other offering document becomes effective (unless the offering is a continuous offering of securities pursuant to Rule 415, in which case until the end of the Effectiveness Period) (provided however, that if the effectiveness of such registration statement is suspended for any reason, then the contemplated period shall extend for the time such registration statement’s effectiveness was suspended), keep effective and maintain any registration, qualification or approval obtained in connection with the offering of the Registrable Common Shares, and amend or supplement the registration statement or prospectus or other offering document used in connection therewith to the extent necessary to comply with applicable securities laws; (g) Use its commercially reasonable efforts to have the Registrable Common Shares listed on any domestic and foreign securities exchanges on which the Common Shares are then listed; (h) As promptly as practicable, notify each Holder at any time when a prospectus relating to the sale of the Registrable Common Shares is required by law to be delivered in connection with sales by a dealer, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such shares, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances under which they were made, not misleading, and as promptly as practicable make available to each Holder any such supplement or amendment; (i) Make available for inspection during the normal business hours of Parent by any Holder and any attorney, accountant or other agent retained by any such Holder in connection with the sale of Registrable Common Shares (collectively, the “Inspectors”), all relevant financial and other records, pertinent corporate documents and properties of Parent as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the officers, trustees, directors and employees of Parent to remain listed as a public company on, and for the Parent Common Stock to be tradable over, Nasdaqsupply all information reasonably requested by any such Inspector in connection with such registration statement; provided, however, that the foregoing shall not limit Parent from consummating a Change (i) in Control or entering into a Contract that contemplates a Change in Control. Upon the consummation of connection with any Change in Control during the Earnout Period, other than as set forth in Section 4, Parent shall have no further obligations pursuant to this Section 3(d). (e) Except with respect to any amounts treated as imputed interest under Section 483 of the Codesuch inspection, any issuance such Inspectors shall cooperate to the extent reasonably practicable to minimize any disruption to the operation by Parent of shares of Sponsor Earnout Shares pursuant to this Agreement its business and (ii) any records, information or documents shall be treated as an adjustment to the merger consideration kept confidential by the Parties for Tax purposessuch Inspectors, unless (A) such records, information or documents are in the public domain or otherwise publicly available or (B) disclosure of such records, information or documents is required by a change in court or administrative order or by applicable Tax Law. Any Earnout Share that law and notice of such requirement is issued pursuant promptly given to this Agreement shall be treated Parent after being received; (j) Take such other actions as eligible for non-recognition treatment under Section 354 are reasonably required to expedite or facilitate the sale of the Code Registrable Common Shares; (and shall not be treated as k) Make “other propertygenerally available to its security holders” (within the meaning of Rule 158 under the Securities Act) an earnings statement satisfying the provisions of Section 356 11(a) of the Code)Securities Act and Rule 158 thereunder no later than 45 days, or such shorter period as may be required if Parent is an accelerated filer as defined in Rule 12b-2 promulgated under the Exchange Act, (or 90 days, or such shorter period as may be required if Parent is an accelerated filer as defined in Rule 12b-2 promulgated under the Exchange Act, after the end of any 12-month period if such period is a fiscal year) beginning with the first day of Parent’s first fiscal quarter commencing after the effective date of the registration statement, which earnings statement shall cover said 12-month period; (l) Take all other commercially reasonable steps necessary to effect the registration of the Registrable Common Shares contemplated hereby.

Covenants of Parent. Except as permitted by the terms of this Agreement, without the prior written consent of Ariston, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Parent shall not do any of the following and shall not permit Ariston Merger Sub to do any of the following: (a) Promptly after each Milestone Event has occurred (but Except as required by law, waive any stock repurchase rights, accelerate, amend or change the period of exercisability of options or restricted stock, or reprise options granted under any employee, consultant, director or other stock plans or authorize cash payments in exchange for any event within ten (10) Business Days after the occurrence options granted under any of the applicable Milestone Event), Parent shall take all actions required to be taken by Parent to issue the applicable Sponsor Earnout Shares to the Sponsor.such plans; (b) Parent shall take such actions Except as are reasonably requested required by the Sponsor applicable law, grant any severance or termination pay to evidence the issuances any officer or employee except pursuant to Section 2(a)written agreements outstanding, including through or policies existing, on the provision of an updated stock ledger showing such issuances (date hereof and as certified by an officer of Parent responsible for maintaining such ledger previously disclosed in writing or made available to Ariston, or adopt any new severance plan, or amend or modify or alter in any manner any severance plan, agreement or arrangement existing on the applicable registrar or transfer agent of Parent).date hereof; (c) In the event Parent shall at any time during the Earnout Period Declare, set aside or pay any dividend dividends on Parent Common Stock by 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 additional any other securities in respect of, in lieu of or in substitution for any capital stock; (d) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of capital stock of Parent Common Stockor Ariston Merger Sub, except (i) repurchases of unvested shares at cost in connection with the termination of the employment relationship with any employee pursuant to stock option or purchase agreements in effect on the date hereof (or any such agreements entered into in the ordinary course of business consistent with past practice by Parent with employees hired after the date hereof), and (ii) for the purpose of funding or providing benefits under any stock option and incentive compensation plans, directors plans, and stock purchase and dividend reinvestment plans in accordance with past practice; (e) Issue, deliver, sell, authorize, pledge or otherwise encumber or propose any of the foregoing with respect to any shares of capital stock or any securities convertible into shares of capital stock, or effect a subdivision subscriptions, rights, warrants or combination options to acquire any shares of capital stock or consolidation any securities convertible into shares of the outstanding Parent Common Stock capital stock, or enter into other agreements or commitments of any character obligating it to issue any such shares or convertible securities, or any equity-based awards (by reclassification whether payable in shares, cash or otherwise) into a greater or lesser number of shares of Parent Common Stockother than the issuance, then in each such case, (i) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number delivery and/or sale of shares of Parent Common Stock (including as appropriately adjusted for stock splits and the like) pursuant to the exercise of stock options or warrants outstanding as of the date of this Agreement; (f) Cause, permit or submit to a vote of Parent's stockholders any amendments to the Parent Charter Documents (or similar governing instruments of Ariston Merger Sub) other than as provided in Section 6.1(g); (g) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other shares so reclassified as Parent Common Stockmanner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to enter into any joint ventures, strategic partnerships or strategic investments; (h) outstanding immediately after such event and Sell, lease, license, encumber or otherwise dispose of any properties or assets except in the denominator ordinary course of business consistent with past practice, except for the sale, lease, licensing, encumbering or disposition of property or assets which is are not material, individually or in the number of shares aggregate, to the business of Parent Common Stock that were outstanding immediately and Ariston Merger Sub; (i) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent. (j) Adopt or amend employee stock purchase or employee stock option plan, or enter into any employment contract or collective bargaining agreement (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable "at will"), pay any special bonus or special remuneration to any director or employee, or increase the salaries, wage rates, compensation or other fringe benefits (including rights to severance or indemnification) of its directors, officers, employees or consultants except, in each case, as may be required by law; (i) Pay, discharge, settle or satisfy any litigation (whether or not commenced prior to the date of this Agreement) or any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities recognized or disclosed in the Parent Balance Sheet or incurred since the date of such eventfinancial statements, and or (ii) waive the dollar values set forth benefits of, agree to modify in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted any manner, terminate, release any person from or knowingly fail to provide enforce the confidentiality or nondisclosure provisions of any agreement to the Sponsor the same economic effect as contemplated by this Agreement prior to such event.which Parent or Ariston Merger Sub is a party or of which Parent or Ariston Merger Sub is a beneficiary; (dl) During Except in the Earnout Periodordinary course of business consistent with past practice, materially modify, amend or terminate any agreements or waive, delay the exercise of, release or assign any material rights or claims thereunder without providing prior notice to Parent; (m) Except as required by GAAP, revalue any of its assets or make any change in accounting methods, principles or practices; (n) Make any Tax election or accounting method change (except as required by GAAP) inconsistent with past practice that, individually or in the aggregate, is reasonably likely to adversely affect in any material respect the Tax liability or Tax attributes of Parent shall take all reasonable efforts for Parent or Ariston Merger Sub, settle or compromise any material Tax liability or consent to remain listed as a public company on, and for the Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control any extension or entering into a Contract that contemplates a Change in Control. Upon the consummation waiver of any Change in Control during the Earnout Period, other than as set forth in Section 4, Parent shall have no further obligations pursuant to this Section 3(d). (e) Except limitation period with respect to Taxes; (o) Take any amounts treated action that would prevent the Merger from qualifying as imputed interest a reorganization under Section 483 368(a) of the Code or an exchange qualifying under Section 351 of the Code, ; or (p) Agree in writing or otherwise to take any issuance of shares of Sponsor Earnout Shares pursuant to this Agreement shall be treated as an adjustment to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code actions described in Section 4.2 (and shall not be treated as “other property” within the meaning of Section 356 of the Code)a) through (o) above.

Covenants of Parent. During the period from the date of this Agreement and continuing until the Effective Time, Parent agrees as to itself and its Subsidiaries that (except for the Merger, as required or otherwise expressly contemplated or permitted by this Agreement or SECTION 6.1 (INCLUDING ITS SUBSECTIONS) OF THE STRAWBERRY DISCLOSURE SCHEDULE, as required by a Governmental Entity or to the extent that Apple Holdco otherwise consents in writing in its sole discretion): (a) Promptly after ORDINARY COURSE. Parent will, and will cause each Milestone Event has occurred (but of its Subsidiaries to, carry on their respective businesses in the ordinary course, in substantially the same manner as heretofore conducted and use commercially reasonable efforts to preserve intact their present business organizations, keep available the services of their current officers and other key employees and preserve their relationships with customers, suppliers and others having business dealings with them, except that no action by Parent or its Subsidiaries with respect to matters specifically addressed by any event within ten (10other provision of this Section 6.1 will be deemed a breach of this Section 6.1(a) Business Days after unless such action would constitute a breach of one or more of such other provisions. Without limiting the occurrence generality or effect of the applicable Milestone Eventforegoing, other than in connection with acquisitions permitted by Section 6.1(e) or investments permitted by Section 6.1(g), Parent shall take all actions required to be taken will not, and will cause its Subsidiaries not to, (i) enter into any new material line of business, (ii) enter into any Contract with a supplier, distributor or customer representative that involves the purchase, distribution or sale of goods or services with a term extending more than one year that is not terminable by Parent to issue the applicable Sponsor Earnout Shares or any of its Subsidiaries upon less than 30 days prior written notice, (iii) enter into any Contract with respect to the Sponsorlicensing of any Strawberry Intellectual Property with a term extending more than one year that is not terminable by Parent or any of its Subsidiaries without penalty or premium upon less than 30 days prior written notice, or (iv) incur or commit to any capital expenditures or any obligations or liabilities in connection with any capital expenditures other than capital expenditures and obligations or liabilities in connection therewith incurred or committed to in the ordinary course of business consistent with past practice. (b) Parent shall take such actions as are reasonably requested by the Sponsor to evidence the issuances pursuant to Section 2(a), including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent). (c) In the event Parent shall at any time during the Earnout Period pay any dividend on Parent Common Stock by the issuance of additional shares of Parent Common Stock, or effect a subdivision or combination or consolidation of the outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stock, then in each such case, (i) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such event, and (ii) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Sponsor the same economic effect as contemplated by this Agreement prior to such event. (d) During the Earnout Period, Parent shall take all reasonable efforts for Parent to remain listed as a public company on, and for the Parent Common Stock to be tradable over, NasdaqDIVIDENDS; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control or entering into a Contract that contemplates a Change in Control. Upon the consummation of any Change in Control during the Earnout Period, other than as set forth in Section 4, Parent shall have no further obligations pursuant to this Section 3(d). (e) Except with respect to any amounts treated as imputed interest under Section 483 of the Code, any issuance of shares of Sponsor Earnout Shares pursuant to this Agreement shall be treated as an adjustment to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code).CHANGES

Covenants of Parent. Parent agrees with, and covenants -------------------- to, the Stockholders as follows: (a) Promptly after each Milestone Event has occurred Parent shall use all reasonable efforts to cause Cyprus and its Affiliates to be released and fully discharged from any and all claims, liabilities, losses, costs, expenses and damages (but collectively, "Liabilities") ----------- in respect of any event within ten of the Guaranties (10as defined below) Business Days set forth in Schedule 1 attached hereto (the "Scheduled Guaranties"). Without limiting the foregoing, -------------------- Parent shall seek to cause itself and its Affiliates to be substituted in all respects for Cyprus and its Affiliates (other than Amax Group Members) in respect of any and all indebtedness or other obligations of Cyprus and its Affiliates (other than Amax Group Members) under any Scheduled Guaranties that will remain in effect after the occurrence Closing Date and as of the applicable Milestone Event)Effective Time shall apply the proceeds of the Equity Offering (as defined in the Merger Agreement) and the Cash Consideration and an additional US$100,000,000 to repay the Covered Obligations (as defined below) in a manner that, based on consultations with Cyprus, is most likely to result in the maximum reduction in the face value of the Scheduled Guaranties. (b) Effective as of the Effective Time, Parent shall on demand defend, indemnify and hold harmless Cyprus and its Affiliates (other than Amax Group Members) from and against any and all Liabilities relating to, arising out of or in connection with any guaranties, letters of credit, pledges, hypothecations, letters of comfort, bid bonds, performance bonds and other obligations, credit support or credit enhancement (collectively, the "Guaranties") incurred or provided by Cyprus (or any of its Affiliates) in ---------- respect of any indebtedness or other obligations of the Company or any other Amax Group Member (the "Covered Obligations") or otherwise relating to, arising ------------------- out of or in connection with the Company or any other Amax Group Member, including without limitation Liabilities relating to, arising out of or in connection with the Scheduled Guaranties. (c) Parent will provide Cyprus with regular information regarding the status of the Kubaka Loan. (d) Parent shall not subdivide, split, combine, consolidate or reclassify any of its outstanding shares of capital stock. (e) As promptly as practicable after the Effective Time, Parent shall take all actions required action necessary to be taken by Parent to issue assure that none of the applicable Sponsor Earnout Shares to Company or any other Amax Group Member shall use the Sponsorname "Amax" or "Cyprus" or any derivative or similar name or any corporate logo of any Amax Group Member or of Cyprus or any of its Affiliates (other than Parent) without the express written consent of Cyprus. (bf) Parent shall take such actions as are reasonably requested by use all reasonable efforts to obtain all Governmental Consents required to consummate the Sponsor to evidence the issuances pursuant to Section 2(a), including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent)transactions contemplated hereby. (cg) In the event Parent shall at any time during the Earnout Period pay any dividend on Parent Common Stock by the issuance of additional shares of Parent Common Stock, or effect a subdivision or combination or consolidation use its proxy in respect of the outstanding Parent Common Stock (by reclassification Shares to vote all Shares or otherwise) into execute a greater or lesser number consent in respect of shares of Parent Common Stock, then the Shares in each such case, (i) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such event, and (ii) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Sponsor the same economic effect as contemplated by this Agreement prior to such event. (d) During the Earnout Period, Parent shall take all reasonable efforts for Parent to remain listed as a public company on, and for the Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control or entering into a Contract that contemplates a Change in Control. Upon the consummation of any Change in Control during the Earnout Period, other than as manner set forth in Section 4, Parent shall have no further obligations pursuant to this Section 3(d)2 hereof. (e) Except with respect to any amounts treated as imputed interest under Section 483 of the Code, any issuance of shares of Sponsor Earnout Shares pursuant to this Agreement shall be treated as an adjustment to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code).

Covenants of Parent. Parent covenants and agrees that, until the earlier of the Closing and the time that this Agreement is terminated in accordance with its terms, unless the Company otherwise consents in writing (to the extent that such consent is permitted by applicable Law), which consent shall not be unreasonably withheld, conditioned or delayed, or as is otherwise disclosed in Section 4.2 of the Parent Disclosure Letter or expressly permitted or specifically contemplated by this Agreement or as is otherwise required by applicable Law or Order: (a) Promptly after each Milestone Event has occurred (but the respective businesses of Parent and the Parent Material Subsidiaries will be conducted, their respective facilities will be maintained, and Parent and the Parent Material Subsidiaries will continue to operate their respective businesses, only in any event within ten (10) Business Days after the occurrence ordinary course of business in an effort to preserve the applicable Milestone Event), Parent shall take all actions required to be taken by Parent to issue the applicable Sponsor Earnout Shares to the Sponsor.value thereof; (b) Parent shall take such actions will use commercially reasonable efforts to maintain and preserve intact its and the Parent Material Subsidiaries’ respective business organizations, assets, properties, rights, goodwill and business relationships and keep available the services of its and its subsidiaries’ respective officers and employees as are reasonably requested by the Sponsor to evidence the issuances pursuant to Section 2(a), including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent).a group; (c) In Parent will not, and will not permit any of the event Parent shall at any time during Material Subsidiaries to, directly or indirectly: (i) alter or amend its articles, charter, by-laws or other constating documents in a manner adverse to the Earnout Period Company Shareholders; (ii) declare, set aside or pay any dividend on or make any distribution or payment or return of capital in respect of any of its securities other than in the ordinary course of business and consistent with past practice except, in the case of any of Parent’s wholly-owned Subsidiaries, for dividends payable to Parent or among wholly-owned Subsidiaries of Parent; (iii) split, divide, consolidate, combine or reclassify the Parent Common Stock by Shares; (iv) amend the issuance material terms of additional shares any other securities of Parent; (v) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of Parent Common Stockor any of its Subsidiaries; or (vi) enter into any agreement, contract, covenant, undertaking, or effect a subdivision or combination or consolidation commitment with respect to any of the foregoing; or (vii) issue any Parent securities other than in settlement of any outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stock, then in each such case, (i) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such event, and (ii) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Sponsor the same economic effect as contemplated by this Agreement prior to such event.equity compensation awards; and (d) During Parent will promptly notify the Earnout Period, Parent shall take all reasonable efforts for Parent to remain listed as a public company on, and for the Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change Company in Control or entering into a Contract that contemplates a Change in Control. Upon the consummation writing of any Change in Control during the Earnout Periodcircumstance or development that, other than as set forth in Section 4, Parent shall have no further obligations pursuant to this Section 3(d). (e) Except with respect to any amounts treated as imputed interest under Section 483 of the Code, any issuance of shares of Sponsor Earnout Shares pursuant to this Agreement shall be treated as an adjustment to the merger consideration by knowledge of Parent, has had or would reasonably be expected to have, individually or in the Parties for Tax purposesaggregate, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code)Parent Material Adverse Effect.

Covenants of Parent. Except as set forth in Section 4.2 of the Parent Disclosure Schedule, Parent covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated by the terms of this Agreement), unless the Company shall otherwise consent in writing, Parent shall, to the extent consistent with its reasonable commercial judgment, use its reasonable best efforts to preserve substantially intact the business organization of Parent and its Subsidiaries, to keep available the services of the present officers, and key employees of Parent and its Subsidiaries and to preserve the present relationships of Parent and its Subsidiaries with persons with which Parent or any of its Subsidiaries has 42 significant business relations, except for any failures which would not be material to Parent and its Subsidiaries taken as a whole. Without limiting the generality of the foregoing, neither Parent nor any of its Subsidiaries shall (except as set forth in Section 4.2 of the Parent Disclosure Schedule and except as otherwise specifically contemplated by the terms of this Agreement), between the date of this Agreement and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, directly or indirectly do, any of the following without the prior written consent of the Company: (a) Promptly after each Milestone Event has occurred (but i) amend its Certificate of Incorporation or By-Laws in any event within ten (10) Business Days after the occurrence such a manner as would cause holders of the applicable Milestone Event), Parent shall take all actions required to be taken by Parent to issue the applicable Sponsor Earnout Shares to the Sponsor. (b) Parent shall take such actions as are reasonably requested by the Sponsor to evidence the issuances pursuant to Section 2(a), including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent). (c) In the event Parent shall at any time during the Earnout Period pay any dividend on Company Common Stock that receive Parent Common Stock by pursuant to the issuance of additional shares Merger to be treated differently than other holders of Parent Common Stock, or effect a subdivision (ii) declare, set aside or combination pay any dividend payable in cash, stock or consolidation of the outstanding property or make any other distribution with respect to Parent Common Stock (by reclassification except that Parent may declare and pay regular quarterly dividends in the ordinary course of business and subject to any increase in the regular quarterly dividend in the ordinary course of business); (b) adopt a plan of complete or partial liquidation with respect to Parent or resolutions providing for or authorizing such a liquidation or a dissolution; or (c) take, or offer or propose to take, or agree to take in writing or otherwise, any of the actions described in Sections 4.2(a) into a greater and 4.2(b) or lesser number any action which would result in any of shares of Parent Common Stock, then in each such case, (i) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such event, and (ii) the dollar values conditions set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Sponsor the same economic effect as contemplated by this Agreement prior to such eventArticle VI not being satisfied. (d) During the Earnout Period, Parent shall take all reasonable efforts for Parent to remain listed as a public company on, and for the Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control or entering into a Contract that contemplates a Change in Control. Upon the consummation of any Change in Control during the Earnout Period, other than as set forth in Section 4, Parent shall have no further obligations pursuant to this Section 3(d). (e) Except with respect to any amounts treated as imputed interest under Section 483 of the Code, any issuance of shares of Sponsor Earnout Shares pursuant to this Agreement shall be treated as an adjustment to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” within the meaning of Section 356 of the Code).

Covenants of Parent. From the date of this Agreement until the Effective Time, unless the Company shall otherwise consent in writing (awhich consent shall not be unreasonably withheld or delayed) Promptly after each Milestone Event has occurred (but or except as set forth in any event within ten (10) Business Days after the occurrence Section 5.2 of the Parent Disclosure Letter or as otherwise expressly provided for or contemplated by this Agreement, Parent shall, and shall cause each of the Parent Subsidiaries to, conduct its business in the ordinary course and in a manner consistent with past practice, and shall use its reasonable best efforts to preserve intact its business organization and goodwill and relationships with all Governmental Entities, customers, suppliers and others having business dealings with it, to keep available the services of its current officers and key employees and to 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 5.2 of the Parent Disclosure Letter or as otherwise expressly provided for or contemplated by this Agreement or as required by applicable Milestone EventLaw, from the date hereof until the Effective Time, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), Parent shall take all actions required to be taken by not, and shall not permit any Parent to issue Subsidiary to, directly or indirectly: (a) amend or modify any of the applicable Sponsor Earnout Shares to the Sponsor.Constituent Documents of Parent; (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 Securities, other than the Conditional Special Dividend, dividends or distributions by wholly-owned Parent shall take such actions as are reasonably requested by Subsidiaries or quarterly dividends consistent with past practice, (ii) split, combine or reclassify any of its Securities or issue, deliver, sell, grant, dispose of or subject to a Lien any Securities or Equity Rights, other than issuances of Parent Common Stock in connection with the Sponsor to evidence the issuances exercise of Parent Stock-Based Awards issued pursuant to Section 2(a)a Parent Benefit Plan or (iii) repurchase, including through the provision of an updated stock ledger showing such issuances (as certified by an officer redeem or otherwise acquire any Securities or Equity Rights of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent).any Parent Subsidiary; (c) In the event Parent shall at any time during the Earnout Period pay any dividend on Parent Common Stock acquire by the issuance of additional shares of Parent Common Stockmerging or consolidating with, or effect a subdivision by share exchange, or combination by purchase or consolidation of the outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stock, then in each such case, (i) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator manner, any Person or division, business or equity interest of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such event, and (ii) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Sponsor the same economic effect as contemplated by this Agreement prior to such event.any Person; (d) During sell, lease, license, subject to a Lien (other than a Permitted Lien), encumber or otherwise surrender, relinquish or dispose of any material assets, property or rights, other than sales of inventory in the Earnout Periodordinary course of business consistent with past practice; (e) (i) make any loans, advances or capital contributions to, or investments in, any other Person other than by Parent shall take all reasonable efforts for or any wholly-owned Parent Subsidiary to remain listed or in Parent or any wholly-owned Parent Subsidiary or (ii) create, incur, guarantee or assume any indebtedness, issuances of debt securities, guarantees, loans or advances, except guarantees by Parent of indebtedness of wholly-owned Parent Subsidiaries or guarantees by Parent Subsidiaries of indebtedness of Parent; (f) other than as set forth in Parent’s capital budget (a public company oncopy of which was made available to the Company prior to the date hereof) or in connection with the repair or replacement of the plant and equipment at the operating facilities of Parent or any Parent Subsidiary in connection with unexpected breakdown or failure, and for make any capital expenditure in excess of $2 million individually or $10 million in the aggregate; (g) terminate, amend or otherwise modify any Parent Common Stock Benefit Plan, accelerate the payment or vesting of benefits or amounts payable or to be tradable overbecome payable under any Parent Benefit Plan as currently in effect on the date hereof, Nasdaqfail to make any required contribution to any Parent Benefit Plan, merge or transfer any Parent Benefit Plan or the assets or liabilities of any Parent Benefit Plan, change the sponsor of any Parent Benefit Plan, or terminate or establish any Parent Benefit Plan, except as required to reflect changes in applicable Law or GAAP; (h) grant any increase in the compensation or benefits of directors, officers, employees or consultants of Parent or any Parent Subsidiary; provided, however, that Parent or any Parent Subsidiary may grant increases in base salaries to non-executive employees in the foregoing shall ordinary course of business consistent with existing policies and practices; (i) terminate, enter into or amend or modify any severance, consulting, retention or employment agreement, plan, program or arrangement, other than, in the case of a consulting agreement or arrangement, in the ordinary course of business, consistent with existing policies and practices; (j) (i) pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) or litigation (whether or not limit Parent from consummating a Change in Control or entering into a Contract that contemplates a Change in Control. Upon commenced prior to the consummation date of any Change in Control during the Earnout Periodthis Agreement), other than as set forth the payment, discharge, settlement or satisfaction, in Section 4the ordinary course of business consistent with past practice or in accordance with its terms, of any liability recognized or disclosed in the most recent Parent shall have no further obligations pursuant to this Section 3(d).Financial Statements or incurred since the date of such Parent Financial Statements in the ordinary course of business consistent with past practice, (ii) cancel any material indebtedness or (iii) waive or assign any claims or rights of material value; (ek) Except (i) make, revoke or amend any material election relating to Taxes, (ii) settle or compromise any material proceeding relating to Taxes, (iii) enter into a written and legally binding agreement with a Taxing Authority relating to material Taxes or (iv) change any of its methods, policies or practices of reporting income or deductions for U.S. federal income tax purposes; (l) (i) modify or amend in any material respect to or terminate any amounts treated as imputed interest under Section 483 of the CodeParent Contract, (ii) enter into any issuance of shares of Sponsor Earnout Shares pursuant to this Agreement shall be treated as an adjustment new agreement that would have been considered a Parent Contract if it were entered into at or prior to the merger consideration date hereof; (m) change any method of accounting or accounting principles or practices by the Parties Parent or any Parent Subsidiary, except for Tax purposes, unless otherwise any such change required by a change in applicable Tax Law. Any Earnout Share that GAAP, or change its system of internal accounting controls; (n) terminate or cancel, or amend or modify in any material respect, any material insurance policies maintained by it covering Parent or any Parent Subsidiary or their respective properties which is issued pursuant to this Agreement shall be treated as eligible for non-recognition treatment under Section 354 not replaced by a comparable amount of insurance coverage; (o) adopt or implement a plan of complete or partial liquidation or a dissolution, restructuring, recapitalization or other reorganization of Parent or any of the Code Parent Subsidiaries; (p) transfer, abandon, allow to lapse, or otherwise dispose of any rights to, or obtain or grant any right to any material Intellectual Property, or disclose any material trade secrets of Parent or any Parent Subsidiary to any Person other than the Company or its representatives, in each case other than in the ordinary and shall not be treated as “other property” within the meaning usual course of Section 356 business consistent with past practice; or (q) authorize, resolve, agree or commit to do any of the Code)foregoing.

Covenants of Parent. From the date of this Agreement until the Effective Time, except (aA) Promptly after each Milestone Event has occurred as otherwise expressly required by this Agreement, (but B) as Company may approve in any event within ten writing (10) Business Days after the occurrence of the applicable Milestone Event), Parent shall take all actions required such approval not to be taken by Parent to issue the applicable Sponsor Earnout Shares to the Sponsor. unreasonably withheld, conditioned or delayed) or (bC) Parent shall take such actions as are reasonably requested by the Sponsor to evidence the issuances pursuant to Section 2(a), including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent). (c) In the event Parent shall at any time during the Earnout Period pay any dividend on Parent Common Stock by the issuance of additional shares of Parent Common Stock, or effect a subdivision or combination or consolidation of the outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stock, then in each such case, (i) the number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such event, and (ii) the dollar values set forth in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Sponsor the same economic effect as contemplated by this Agreement prior to such event. (d) During the Earnout Period, Parent shall take all reasonable efforts for Parent to remain listed as a public company on, and for the Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control or entering into a Contract that contemplates a Change in Control. Upon the consummation of any Change in Control during the Earnout Period, other than as set forth in the relevant subsection of Section 46.1(b) of the Parent Disclosure Letter, Parent shall have no further obligations pursuant to this Section 3(d).will not: (ei) Except adopt or propose any change in its certificate of incorporation or by-laws, or the terms of any security of Parent; (ii) reclassify, split, combine, subdivide or redeem, directly or indirectly, any of its capital stock; (iii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any amounts treated as imputed interest under Section 483 of its capital stock or repurchase any Parent Shares at a premium; provided that, in each case solely to the extent in compliance with the credit agreements, indentures and other Contractual obligations of Parent and its Subsidiaries, (x) Parent may continue to declare and pay regular quarterly cash dividends to the holders of Parent Shares in an amount not in excess of $0.55 per Parent Share per fiscal quarter, in each case (1) with a record date not more than seven business days prior to the anniversary of the Coderecord date of Parent’s regular quarterly dividend for the corresponding quarter of the prior fiscal year and (2) otherwise in accordance with Parent’s past practice, (y) TMLP may continue to declare and pay cash distributions to the holders of its common units at such times and in such amounts as is consistent with TMLP’s past practice (it being understood that TMLP’s past practice includes regular increases in the amount of its cash distributions) and (z) Parent and TMLP may give effect to dividend equivalent rights with respect to grants under the Parent Stock Plan, any similar Parent plan or the TMLP LTIP; (iv) restructure, reorganize or completely or partially liquidate (except for (1) any such transactions among its wholly-owned Subsidiaries or (2) any restructuring, reorganization or complete or partial liquidation of TMLP); (v) make any material changes to Merger Sub 1’s certificate of incorporation or bylaws or Merger Sub 2’s certificate of formation or limited liability company agreement, or any of their other governing documents; (vi) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or any business or division thereof, or otherwise acquire any assets, unless such acquisition or the entering into of a definitive agreement relating to or the consummation of such transaction would not reasonably be expected to (i) impose any material delay in the obtaining of, or increase in any material respect the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Merger or the expiration or termination of any applicable waiting or approval period, (ii) increase the risk in any material respect of any Governmental Entity entering an order prohibiting the consummation of the Merger or (iii) increase in any material respect the risk of not being able to remove any such order on appeal or otherwise; (vii) issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of its capital stock or of any its Subsidiaries, or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or such convertible or exchangeable securities, other than the issuance of shares (A) any Parent Shares upon the settlement of Sponsor Earnout Shares pursuant to any grants made under the Parent Stock Plan, or any similar Parent plan, or the TMLP LTIP that are outstanding on the date of this Agreement shall be treated in accordance with the terms as an adjustment to of the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is issued pursuant to date of this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of those grants; (B) any securities of a Parent Subsidiary to Parent or any other Subsidiary of Parent; (C) any common units of the Code TMLP that both is in the ordinary course of business, consistent with past practice (including as to timing, amount and shall purpose of each such issuance) (it being understood that any secondary offering of TMLP units will be deemed not to be treated in the ordinary course of business, consistent with past practice) and does not have as “other property” within its purpose or effect a significant dilution of Parent’s equity interest in the meaning TMLP or (D) any grants under the Parent Stock Plan, or any similar Parent plan, or the TMLP LTIP in the ordinary course of Section 356 business consistent with past practice; (viii) agree, authorize or commit to do any of the Code)foregoing.