Common use of Interim Conduct of Business Clause in Contracts

Interim Conduct of Business. (a) Except (i) as contemplated by this Agreement or (ii) as set forth in Section 6.1(a) of the Company Disclosure Letter, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall and shall cause its Subsidiaries to (A) carry on its business and conduct its operations in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and (B) use its commercially reasonable efforts, consistent with past practices and policies, to (I) keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, (II) preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons whom the Company or any of its Subsidiaries has significant business relations, (III) maintain all of its material operating assets in their current condition (normal wear and tear excepted) and (IV) maintain and preserve its business organization and its material rights and franchises. (b) Except (i) as contemplated or permitted by this Agreement or (ii) as set forth in Section 6.1(b) of the Company Disclosure Letter, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following and shall not permit any of its Subsidiaries to do any of the following: (i) amend its certificate of incorporation or bylaws or comparable organizational documents or create any new Subsidiaries; (ii) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Securities or any Subsidiary Securities, except for (A) the issuance, delivery and sale of shares of Company Common Stock pursuant to Company Options, Company RSUs or Company Restricted Stock Awards which are outstanding as of the date hereof upon the exercise or vesting thereof, as applicable, or pursuant to the Company ESPP in compliance with this Agreement or (B) grants to newly hired employees or directors of (x) Company RSUs and (y) Company Options, in each case, issued in the ordinary course of business consistent with past practice, in accordance with the limitations specified on Section 6.1(b) of the Company Disclosure Letter and with respect to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common Stock; (iii) directly or indirectly acquire, repurchase or redeem any Company Securities or Subsidiary Securities, except in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice, (C) Tax withholdings and exercise price settlements upon the exercise of Company Options or vesting of Company RSUs or Company Restricted Stock Awards or (D) the forfeiture to or repurchase by the Company of Company Common Stock in connection with the termination of service of a holder of a Company Restricted Stock Award; (iv) (A) split, combine, subdivide or reclassify any shares of capital stock, or (B) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock, or make any other actual, constructive or deemed distribution in respect of the shares of capital stock, except for cash dividends made by any direct or indirect wholly-owned Subsidiary of the Company to the Company or one of its wholly-owned Subsidiaries; (v) propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, except for the transactions contemplated by this Agreement; (vi) (A) redeem, repurchase, prepay, defease, cancel, incur, create, assume or otherwise acquire or modify in any material respect any long-term or short-term debt for borrowed monies or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoing, except for (1) debt incurred in the ordinary course of business under letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof, and (2) loans or advances between the Company and any direct or indirect Subsidiaries, or between any direct or indirect Subsidiaries of the Company, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except with respect to obligations of direct or indirect wholly-owned Subsidiaries of the Company, (C) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned Subsidiaries), except for travel advances and business expenses in the ordinary course of business consistent with past practice to employees of the Company or any of its Subsidiaries, or (D) mortgage or pledge any of the Assets, or create or suffer to exist any Lien thereupon (other than Permitted Liens), except pursuant to the terms of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof; (vii) except as may be required by applicable Law or the terms of any Employee Plan as in effect on the date hereof or as contemplated by this Agreement, (A) enter into, adopt, amend (including acceleration of vesting), modify or terminate any bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any director, officer or employee in any manner, (B) increase the compensation payable or to become payable of any director, officer or employee, pay or agree to pay any special bonus or special remuneration to any director, officer or employee, or pay or agree to pay any benefit not required by any plan or arrangement as in effect as of the date hereof, except in the ordinary course of business consistent with past practice with respect to any employee who is not a director or executive officer, except in any such case (1) in connection with the hiring of new employees who are not directors or executive officers in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant or pay any severance or termination pay to (or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice with respect to any independent contractor or employee who is not a director or executive officer or (D) increase benefits payable under any existing severance or termination pay policies or employment agreements. (viii) settle any pending or threatened Legal Proceeding, except for the settlement of any Legal Proceeding (A) for solely money damages not in excess of $250,000.00 individually or $500,000.00 in the aggregate and (B) as would not be reasonably likely to have any adverse impact on any other Legal Proceedings; (ix) except as may be required as a result of a change in applicable Law or in GAAP, make any material change in any of the accounting methods, principles or practices used by it or change an annual accounting period; (x) (A) make or change any material Tax election, (B) settle or compromise any material federal, state, local or foreign income Tax liability, (C) consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, (D) change any annual Tax accounting period or method of Tax accounting, (E) file any materially amended Tax Return, (F) enter into any closing agreement with respect to any Tax or (G) surrender any right to claim a material Tax refund; (xi) other than in the ordinary course of business consistent with past practice, (A) acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any material equity interest therein or (B) dispose of any properties or assets of the Company or its Subsidiaries, which are material to the Company and its Subsidiaries, taken as a whole; or (xii) make any capital expenditures other than capital expenditures provided for in the capital budget provided to Parent prior to the date of this Agreement and set forth on Section 6.1(b)(xii) of the Company Disclosure Letter; (xiii) make any changes or modifications to any investment or risk management policy or other similar policies (including with respect to hedging) or any cash management policy; (xiv) permit any insurance policy naming the Company or any of its Subsidiaries as a beneficiary or a loss payable payee to lapse, be canceled or expire unless a new policy with substantially identical coverage is in effect as of the date of lapse, cancellation or expiration; (xv) other than in the ordinary course of business, enter into, amend in any material respect, terminate or fail to renew any Material Contract, or any other Contract that would have been a Material Contract had it not been amended, terminated or non-renewed prior to the date of this Agreement; or (xvi) enter into a Contract to or otherwise authorize, commit, resolve, propose or agree to take any of the actions prohibited by this Section 6.1(b). Notwithstanding the foregoing, nothing in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the business or operations of the Company or its Subsidiaries at any time prior to the Appointment Time.

Interim Conduct of Business. From the date hereof until the Closing, each Seller shall operate its business consistent with prior practice immediately before the date hereof and in the ordinary course of business (aexcept as may be authorized pursuant to this Agreement or as set forth on SCHEDULE 5.1(a) Except (i) as hereto). Without limiting the generality of the foregoing, from the date hereof until the Closing, except for transactions contemplated by this Agreement or (ii) as set forth expressly approved in Section 6.1(a) of the Company Disclosure Letterwriting by Buyer, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall and shall cause its Subsidiaries to (A) carry on its business and conduct its operations in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and (B) use its commercially reasonable efforts, consistent with past practices and policies, to (I) keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, (II) preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons whom the Company or any of its Subsidiaries has significant business relations, (III) maintain all of its material operating assets in their current condition (normal wear and tear excepted) and (IV) maintain and preserve its business organization and its material rights and franchises. (b) Except (i) as contemplated or permitted by this Agreement or (ii) as set forth in Section 6.1(b) of the Company Disclosure Letter, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following and shall not permit any of its Subsidiaries to do any of the followingno Seller shall: (i) enter into or amend its certificate of incorporation or bylaws or comparable organizational documents or create any new Subsidiaries; (ii) issueemployment, sellbonus, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Securities or any Subsidiary Securities, except for (A) the issuance, delivery and sale of shares of Company Common Stock pursuant to Company Options, Company RSUs or Company Restricted Stock Awards which are outstanding as of the date hereof upon the exercise or vesting thereof, as applicableseverance, or pursuant retirement contract or arrangement, or increase any compensation payable or to the Company ESPP in compliance with this Agreement or (B) grants become payable to newly hired employees or directors of (x) Company RSUs and (y) Company Options, in each case, issued any person other than in the ordinary course of business consistent with past prior practice; (ii) purchase, in accordance with the limitations specified on Section 6.1(b) of the Company Disclosure Letter and with respect to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common Stocklease or otherwise acquire any real estate or any interest therein; (iii) directly or indirectly acquire, repurchase or redeem any Company Securities or Subsidiary Securities, except in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice, (C) Tax withholdings and exercise price settlements upon the exercise of Company Options or vesting of Company RSUs or Company Restricted Stock Awards or (D) the forfeiture to or repurchase by the Company of Company Common Stock in connection with the termination of service of a holder of a Company Restricted Stock Award; (iv) (A) split, combine, subdivide or reclassify any shares of capital stock, or (B) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock, or make any other actualdistribution with respect to any Equity Security or authorize for issuance, constructive issue, sell or deemed distribution in respect deliver any of its own Equity Securities or split, combine or reclassify any class of Equity Security or redeem or otherwise acquire, directly or indirectly, any of its Equity Securities; (iv) merge or consolidate with or agree to merge or consolidate with, or purchase or agree to purchase all or substantially all of the shares assets of, acquire securities of capital stock, except for cash dividends made by or otherwise acquire any direct or indirect wholly-owned Subsidiary of the Company to the Company or one of its wholly-owned SubsidiariesPerson; (v) propose sell, lease or adopt a plan otherwise dispose of complete or partial liquidationagree to sell, dissolution, merger, consolidation, restructuring, recapitalization lease or other reorganization otherwise dispose of the Company or any of its Subsidiariesassets, except for the transactions contemplated by this Agreement; (vi) (A) redeemproperties, repurchaserights or claims, prepay, defease, cancel, incur, create, assume whether tangible or otherwise acquire or modify in any material respect any long-term or short-term debt for borrowed monies or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoing, except for (1) debt incurred in the ordinary course of business under letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof, and (2) loans or advances between the Company and any direct or indirect Subsidiaries, or between any direct or indirect Subsidiaries of the Company, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except with respect to obligations of direct or indirect wholly-owned Subsidiaries of the Company, (C) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned Subsidiaries), except for travel advances and business expenses in the ordinary course of business consistent with past practice to employees of the Company or any of its Subsidiaries, or (D) mortgage or pledge any of the Assets, or create or suffer to exist any Lien thereupon (other than Permitted Liens), except pursuant to the terms of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof; (vii) except as may be required by applicable Law or the terms of any Employee Plan as in effect on the date hereof or as contemplated by this Agreement, (A) enter into, adopt, amend (including acceleration of vesting), modify or terminate any bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any director, officer or employee in any manner, (B) increase the compensation payable or to become payable of any director, officer or employee, pay or agree to pay any special bonus or special remuneration to any director, officer or employee, or pay or agree to pay any benefit not required by any plan or arrangement as in effect as of the date hereofintangible, except in the ordinary course of business consistent with past practice with respect to any employee who is not a director or executive officer, except in any such case (1) in connection with the hiring of new employees who are not directors or executive officers in the ordinary course of business consistent with past prior practice, and (2) in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant or pay any severance or termination pay to (or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice with respect to any independent contractor or employee who is not a director or executive officer or (D) increase benefits payable under any existing severance or termination pay policies or employment agreements. (viii) settle any pending or threatened Legal Proceeding, except for the settlement of any Legal Proceeding (A) for solely money damages not in excess of $250,000.00 individually or $500,000.00 in the aggregate and (B) as would not be reasonably likely to have any adverse impact on any other Legal Proceedings; (ixvi) except as may be required as a result of a change in applicable Law or in GAAP, make incur any material change in any of the accounting methods, principles or practices used by it or change an annual accounting period; (x) (A) make or change any material Tax election, (B) settle or compromise any material federal, state, local or foreign income Tax liability, guaranty or obligation (C) consent to any extension fixed or waiver of any limitation period with respect to any claim or assessment for material Taxes, (D) change any annual Tax accounting period or method of Tax accounting, (E) file any materially amended Tax Return, (F) enter into any closing agreement with respect to any Tax or (G) surrender any right to claim a material Tax refund; (xicontingent) other than in the ordinary course of business consistent with past practice, (A) acquire (by merger, consolidation prior practice or acquisition of stock or assets) any other Person or any material equity interest therein or (B) dispose of any properties or assets of the Company or its Subsidiaries, which are material to the Company and its Subsidiaries, taken as a whole; or (xii) make any capital expenditures other than capital expenditures provided for investment in excess of $5,000, whether singly or in the aggregate, in property, plant and equipment and other items of capital budget provided to Parent prior to the date of this Agreement and set forth on Section 6.1(b)(xii) of the Company Disclosure Letterexpenditure; (xiiivii) make place or permit to be placed any changes or modifications to any investment or risk management policy or other similar policies (including with respect to hedging) or any cash management policy; (xiv) permit any insurance policy naming the Company or Lien on any of its Subsidiaries as a beneficiary assets or a loss payable payee to lapseproperties, be canceled or expire unless a new policy with substantially identical coverage is in effect as of the date of lapse, cancellation or expiration; (xv) other than statutory Liens arising in the ordinary course of business, enter into, amend in ; (viii) make or authorize any material respect, terminate amendments or fail changes to renew any Material Contract, its Charter or any other Contract that would have been a Material Contract had it not been amended, terminated or nonBy-renewed prior to the date of this AgreementLaws; or (xviix) enter into a Contract to or otherwise authorize, commit, resolve, propose or agree to take abandon any part of its business not abandoned as of the actions prohibited by this Section 6.1(b). Notwithstanding the foregoing, nothing in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the business or operations of the Company or its Subsidiaries at any time prior to the Appointment Timedate hereof.

Interim Conduct of Business. (a) Except The Company shall use all commercially reasonable efforts to (i) as contemplated by this Agreement or preserve intact the present business organization and personnel of the Company, and (ii) as set forth in Section 6.1(a) preserve the present goodwill and advantageous relationships of the Company Disclosure Letter, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company. The Company shall and shall cause its Subsidiaries continue to (A) carry on its business operate and conduct its operations business only in the usual, regular and ordinary course in substantially the same and manner as heretofore conducted, and (B) use its commercially reasonable efforts, consistent with past practices and policies, to (I) keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, (II) preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons whom the Company or any of its Subsidiaries has significant business relations, (III) maintain all of its material operating assets in their current condition (normal wear and tear excepted) and (IV) maintain and preserve its business organization and its material rights and franchises. (b) Except (i) as contemplated or permitted by this Agreement or (ii) as set forth in Section 6.1(b) of the Company Disclosure Letter, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following and shall not permit any of its Subsidiaries to do any of the following: (i) amend its certificate of incorporation or bylaws or comparable organizational documents or create any new Subsidiaries; (ii) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Securities or any Subsidiary Securities, except for (A) the issuance, delivery and sale of shares of Company Common Stock pursuant to Company Options, Company RSUs or Company Restricted Stock Awards which are outstanding as of the date hereof upon the exercise or vesting thereof, as applicable, or pursuant to the Company ESPP in compliance with this Agreement or (B) grants to newly hired employees or directors of (x) Company RSUs and (y) Company Options, in each case, issued in the ordinary course of business consistent with past practice. The Company shall maintain respective books, in accordance with the limitations specified on Section 6.1(b) of the Company Disclosure Letter accounts and with respect to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common Stock; (iii) directly or indirectly acquire, repurchase or redeem any Company Securities or Subsidiary Securities, except in connection with (A) Company RSUs records in the usual, regular and ordinary course manner. The Company shall continue, the insurance described on SCHEDULE 3.13 and not allow any breach of business, (B) dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice, (C) Tax withholdings and exercise price settlements upon the exercise of Company Options or vesting of Company RSUs or Company Restricted Stock Awards or (D) the forfeiture to or repurchase by the Company of Company Common Stock in connection with the termination of service of a holder of a Company Restricted Stock Award; (iv) (A) split, combine, subdivide or reclassify any shares of capital stock, or (B) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock, or make any other actual, constructive or deemed distribution in respect of the shares of capital stock, except for cash dividends made by any direct or indirect wholly-owned Subsidiary of the Company to the Company or one of its wholly-owned Subsidiaries; (v) propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, except for the transactions contemplated by this Agreement; (vi) (A) redeem, repurchase, prepay, defease, cancel, incur, create, assume or otherwise acquire or modify in any material respect any long-term or short-term debt for borrowed monies or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoing, except for (1) debt incurred in the ordinary course of business under letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof, and (2) loans or advances between the Company and any direct or indirect Subsidiaries, or between any direct or indirect Subsidiaries of the Company, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except with respect to obligations of direct or indirect wholly-owned Subsidiaries of the Company, (C) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned Subsidiaries), except for travel advances and business expenses in the ordinary course of business consistent with past practice to employees of the Company or any of its Subsidiaries, or (D) mortgage or pledge any of the Assets, or create or suffer to exist any Lien thereupon (other than Permitted Liens), except pursuant to the terms of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof; (vii) except as may be required by applicable Law or the terms of any Employee Plan as in effect on the date hereof or as contemplated by this Agreement, (A) enter into, adopt, amend (including acceleration of vesting), modify or terminate any bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any director, officer or employee in any manner, (B) increase the compensation payable or to become payable of any director, officer or employee, pay or agree to pay any special bonus or special remuneration to any director, officer or employee, or pay or agree to pay any benefit not required by any plan or arrangement as in effect as of the date hereof, except in the ordinary course of business consistent with past practice with respect to any employee who is not a director or executive officer, except in any such case (1) in connection with the hiring of new employees who are not directors or executive officers in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant or pay any severance or termination pay to (or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice with respect to any independent contractor or employee who is not a director or executive officer or (D) increase benefits payable under any existing severance or termination pay insurance policies or employment agreements. (viii) settle any pending agreements to occur or threatened Legal Proceeding, except for the settlement of any Legal Proceeding (A) for solely money damages not in excess of $250,000.00 individually or $500,000.00 in the aggregate and (B) as would not be reasonably likely to have any adverse impact on any other Legal Proceedings; (ix) except as may be required as a result of a change in applicable Law or in GAAP, make any material change in any of the accounting methods, principles or practices used by it or change an annual accounting period; (x) (A) make or change any material Tax election, (B) settle or compromise any material federal, state, local or foreign income Tax liability, (C) consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, (D) change any annual Tax accounting period or method of Tax accounting, (E) file any materially amended Tax Return, (F) enter into any closing agreement with respect to any Tax or (G) surrender any right to claim a material Tax refund; (xi) other than in the ordinary course of business consistent with past practice, (A) acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any material equity interest therein or (B) dispose of any properties or assets of the Company or its Subsidiaries, which are material to the Company and its Subsidiaries, taken as a whole; or (xii) make any capital expenditures other than capital expenditures provided for in the capital budget provided to Parent prior to the date of this Agreement and set forth on Section 6.1(b)(xii) of the Company Disclosure Letter; (xiii) make any changes or modifications to any investment or risk management policy or other similar policies (including with respect to hedging) or any cash management policy; (xiv) permit any insurance policy naming the Company or any of its Subsidiaries as a beneficiary or a loss payable payee to lapse, be canceled or expire unless a new policy with substantially identical coverage is in effect as of the date of lapse, cancellation or expiration; (xv) other exist. Other than in the ordinary course of business, enter intoand except as set forth in SCHEDULE 5.2 or as may otherwise be required by applicable law, amend no increase or other material change shall be made in the compensation arrangements for any material respectEmployee from that in effect as of December 18, terminate 2000. The Company shall refrain from: (i) amending its certificates or fail articles of organization or incorporation or by laws (or other comparable charter documents) or taking any action with respect to renew any Material Contract, such amendment or any other Contract that would have been a Material Contract had it not been amendedreorganization, terminated liquidation or non-renewed prior to the date dissolution of this Agreementany such entity (except as contemplated in Sections 7.1, 7.2 and 9.8; or (xviii) enter into a Contract to or otherwise authorize, commit, resolve, propose or agree to take taking any of the actions prohibited by this Section 6.1(b). Notwithstanding listed in SECTION 3.4 hereof; (iii) making any representation or promise, oral or written, to Employee concerning any Employee Benefit Plan, except for statements as to the foregoing, nothing in this Agreement is intended rights or accrued benefits of any Employee under the terms of any Employee Benefit Plan or the obligations of AWK pursuant to give Parent, directly SECTION 9.10; (iv) (A) taking or indirectly, the right omitting or agreeing or committing to control omit any action that would make any representation or direct the business or operations warranty of the Company or its Subsidiaries hereunder inaccurate in any material respect at any time prior between the date hereof and the First Closing; or (B) taking any action or course of action inconsistent with the compliance with the covenants and agreements of the Company herein or which might materially adversely affect the interests of the Purchasers hereunder; and (v) entering into any agreement to engage in any of the Appointment Timeactivities listed in this SECTION 5.2.

Interim Conduct of Business. (a) Except (i) as contemplated or permitted by this Agreement or Agreement, (ii) as set forth in Section 6.1(a) of the Company Disclosure Letter, or (iii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X IX and the Effective Acceptance Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), each of the Company shall and shall cause each of its Subsidiaries to shall (A) carry on its business and conduct its operations in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and (B) use its commercially reasonable best efforts, consistent with past practices and policies, to (I) keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, (II) and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations, (III) maintain all of its material operating assets in their current condition (normal wear and tear excepted) and (IV) maintain and relations as is reasonably necessary to preserve substantially intact its business organization and its material rights and franchisesorganization. (b) Except (i) as contemplated or permitted by this Agreement or Agreement, (ii) as set forth in Section 6.1(b) of the Company Disclosure Letter, or (iii) as approved in writing by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X IX and the Effective Acceptance Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following and shall not permit any of its Subsidiaries to do any of the following:following (it being understood and hereby agreed that if any action is expressly permitted by any of the following subsections, such action shall be expressly permitted under Section 6.1(a)): (i) amend its certificate of incorporation or bylaws or comparable organizational documents or create any new Subsidiariesdocuments; (ii) issue, sell, deliver pledge, dispose of, grant, deliver, transfer, encumber, or agree agree, authorize, or commit to the issue, sell sale pledge, disposition of, grant, delivery, transfer, or deliver encumbrance of, (in each case, whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) ), any Company Securities or any Subsidiary Securities, except for (A) the issuance, delivery issuance and sale of shares Company Shares upon the exercise of Company Common Stock pursuant to Company Options, Company RSUs Options or Company Restricted Stock Awards which are Warrants, in each case, outstanding as of the date hereof upon or issued after the exercise or vesting thereofdate hereof in compliance with the terms of this Section 6.1(b), as applicable, or (B) the issuance and sale of Company Shares to participants in the Company ESPP pursuant to the Company ESPP in compliance with this Agreement or terms thereof, and (BC) grants to newly hired employees or directors of (x) Company RSUs and (y) Company Options, in each case, Options issued in the ordinary course of business consistent with past practice, in accordance with the limitations specified on Section 6.1(b) of the Company Disclosure Letter and with respect to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common Stock, covering up to 100,000 shares of Company Common Stock in the aggregate; (iii) directly or indirectly acquire, repurchase or redeem any Company Securities or Subsidiary Securities, except (A) repurchases of Company Securities pursuant to the terms and conditions of Company Options or Company Warrants outstanding as of the date hereof or issued after the date hereof in compliance with the terms of this Section 6.1(b) and (B) in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice, (C) Tax withholdings and exercise price settlements upon the exercise of Company Options or vesting of Company RSUs or Company Restricted Stock Awards or (D) the forfeiture to or repurchase by the Company of Company Common Stock in connection with the termination of service of a holder of a Company Restricted Stock AwardWarrants; (iv) (A) split, combine, subdivide subdivide, reclassify or reclassify redeem, purchase or otherwise acquire, directly or indirectly, any shares of its capital stock or securities convertible or exchangeable into or exercisable for any share of its capital stock, or (B) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock, or make any other actual, constructive or deemed distribution in respect of the shares of capital stock, except for cash dividends made by any direct or indirect wholly-owned Subsidiary of the Company to the Company or one of its wholly-owned Subsidiaries, or (C) enter into any agreement with respect to the voting of its capital stock; (v) propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, except for the transactions contemplated by this Agreement; (vi) (A) redeem, repurchase, prepay, defease, cancel, incur, create, incur or assume or otherwise acquire or modify in any material respect any long-term or short-term debt for borrowed monies or issue or sell any debt securities in excess of $100,000 individually or calls, options, warrants or other rights to acquire $500,000 in the aggregate; provided that any debt securities of the Company so incurred must be voluntarily prepayable without material premium, penalties or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoingother material costs, except for (1) debt incurred in the ordinary course of business under letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof, and (2) loans or advances between the Company and any direct or indirect Subsidiaries, or between any direct or indirect Subsidiaries of the CompanySubsidiaries, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other PersonPerson in excess of $100,000 individually or $500,000 in the aggregate, except with respect to obligations of direct or indirect wholly-owned Subsidiaries of the Company, (C) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned Subsidiaries), except for travel business expense advances and business expenses in the ordinary course of business consistent with past practice to employees of the Company or any of its Subsidiaries, or (D) mortgage or pledge any of the Assetsits or its Subsidiaries’ assets, tangible or intangible, or create or suffer to exist any Lien thereupon (other than Permitted Liens), except pursuant to the terms of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof; (vii) except as may be required by applicable Law or the terms of any Employee Plan as in effect on the date hereof or as contemplated by this Agreementhereof, (A) enter into, adopt, amend (including acceleration of vesting), modify or terminate any bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining severance or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare (or any plan, program, agreement or arrangement that would have constituted an Employee Plan if in effect as of the date hereof) of any director, officer or employee in any manner, except, in any such case, pursuant to agreements entered into with non-officer employees hired or promoted to fill vacancies after the date of this Agreement, with a base salary and cash incentive compensation opportunity not to exceed $250,000 in the aggregate for any such employee, in the ordinary course of business consistent with past practice, or; (B) increase the compensation or benefits payable or provided, or to become payable of or provided to any director, officer or employeeemployee (other than salary or wage rate increases, and incentive compensation increases for employees promoted to fill vacancies created after the date of this Agreement, to non-officer employees in the ordinary course of business consistent with past practice), pay or agree to pay any special bonus or special remuneration to any director, officer or employee, or pay or agree to pay any benefit not required by any plan or arrangement as in effect as of the date hereof; (viii) hire any (A) officer, except in the ordinary course of business consistent vice president or similar employee with past practice senior management responsibilities with respect to any employee who is not a director the operation of the Company’s business, or executive officer, except in any such case (1B) in connection with the hiring of new employees who are not directors or executive officers other than in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant or pay hire any severance or termination pay to (or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice with respect to any independent contractor or employee who is not a director or executive non-officer or (D) increase benefits payable under any existing severance non-vice president or termination pay policies or employment agreements.similar employee; (viiiix) settle any pending or threatened material Legal Proceeding, except for the settlement of any Legal Proceeding (A) for solely money damages not in excess of $250,000.00 individually that is reflected or $500,000.00 reserved against in the aggregate and (B) as would not be reasonably likely to have any adverse impact on any other Legal ProceedingsCompany Balance Sheet; (ixx) license, disclose, sell, lease, transfer, abandon, let lapse, encumber, subject to any Lien or otherwise dispose of any material Company Intellectual Property, other than licenses and disclosures in the ordinary course of business consistent with past practice; (xi) except as may be required as a result of a change in applicable Law or in GAAP, make any material change in any of the accounting methodsprinciples, principles policies, procedures or practices used by it or change an annual accounting periodit; (xxii) (A) make make, revoke, or change any material Tax electionelection of the Company or any of its Subsidiaries, or with respect to the assets of the Company or any of its Subsidiaries, (B) file any amended Tax Return or claim for refund of the Company or any of its Subsidiaries, or with respect to the assets of the Company or any of its Subsidiaries, or (C) other than as otherwise set forth in Section 6.1(b)(xii) of the Company Disclosure Letter, (1) enter into any closing agreement affecting any material Tax liability or refund of the Company or any of its Subsidiaries, or with respect to the assets of the Company or any of its Subsidiaries, (2) settle or compromise any material federalTax liability or refund of the Company or any of its Subsidiaries, stateor with respect to the assets of the Company or any of its Subsidiaries, local or foreign income Tax liability, (C3) consent to any extension or waiver of any limitation period statute of limitations with respect to any claim or assessment for material TaxesTaxes of the Company or any of its Subsidiaries, (D) change any annual Tax accounting period or method of Tax accounting, (E) file any materially amended Tax Return, (F) enter into any closing agreement with respect to the assets of the Company or any Tax or (G) surrender any right to claim a material Tax refundof its Subsidiaries; (xixiii) other than in the ordinary course of business consistent with past practice, (A) acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any material equity interest therein or assets thereof in excess of $100,000 individually or $500,000 in the aggregate or (B) sell, transfer, lease, license or otherwise dispose of any properties or assets of the Company or its Subsidiaries, which are material to the Company and its Subsidiaries, taken as a whole; or (xii) make any capital expenditures other than capital expenditures provided for in the capital budget provided to Parent prior to the date of this Agreement and set forth on Section 6.1(b)(xii) of the Company Disclosure Letter; (xiii) make any changes or modifications to any investment or risk management policy or other similar policies (including with respect to hedging) or any cash management policy; (xiv) permit any insurance policy naming the Company or any of its Subsidiaries as a beneficiary or a loss payable payee to lapse, be canceled or expire unless a new policy with substantially identical coverage is in effect as of the date of lapse, cancellation or expiration; (xv) other than in the ordinary course of businessbusiness consistent with past practice, enter into any Contract for the lease or purchase of real property or modify the terms of any Lease; (xv) waive or provide any consent under any “standstill” or similar restrictions contained in any confidentiality or other agreements to which the Company or any of its Subsidiaries is a party; provided, however, that at any time prior to the Acceptance Date, the Company may waive or provide a consent under any “standstill” solely to permit a party who did not have an opportunity to make an Acquisition Proposal pursuant to the process conducted by the Company to make a confidential Acquisition Proposal subject to the terms of, and only to the extent permitted by, Section 6.2 if the Company Board reasonably determines in good faith by majority vote, after consultation with outside legal counsel, that the failure to take such actions would reasonably be expected to constitute a breach of its fiduciary duties under applicable Law; (xvi) take any action to exempt or make any person (other than Parent or Acquisition Sub) not subject to the provisions of Section 203 of the DGCL or any other potentially applicable anti-takeover or similar statute or regulation; (xvii) other than in the ordinary course of business consistent with past practice, enter into, amend or modify in any material respect, terminate or fail to renew respect any Material Contract, or any other Contract that would have been a Material Contract had it not been amended, terminated or non-renewed prior to the date of this Agreement; or (xvixviii) enter into a Contract to Contract, or otherwise authorize, commit, resolve, propose resolve or agree in any legally binding manner, to take any of the actions prohibited by this Section 6.1(b). . (c) Notwithstanding the foregoing, nothing in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the business or operations of the Company or its Subsidiaries at any time prior to the Appointment Acceptance Time. Prior to the Acceptance Time, the Company and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operations.

Interim Conduct of Business. (a) Except From the date hereof until the Closing, each of Xxxxxx and Genlyte shall preserve, protect and maintain their respective Contributed Business consistent with prior practice and in the ordinary course of business. Without limiting the generality of the foregoing, from the date hereof until the Closing, except for transactions expressly approved in writing by the other party or pursuant to Section 5.8, Xxxxxx and Genlyte shall, with respect to their respective Contributed Business: (i) as contemplated by this Agreement or maintain inventories at current levels, except sales in the ordinary course of business, and maintain the properties of their Contributed Business and Contributed Assets in good repair, order and condition, reasonable wear and tear excepted; (ii) maintain and keep in full force and effect all insurance on assets and property or for the benefit of employees of the Contributed Business, all liability and other casualty insurance, and all bonds on personnel of the Contributed Business, presently carried; (iii) except as set forth in Section 6.1(a) on Schedule 5.1, not merge or consolidate with or agree to merge or consolidate with, nor purchase or agree to purchase all or substantially all of the Company Disclosure Letterassets of, at all times during the period commencing nor otherwise acquire, any corporation, partnership, or other business organization or division thereof; (iv) except as set forth on Schedule 5.1, not sell, lease or otherwise dispose of or agree to sell, lease or otherwise dispose of, or grant an option with the execution and delivery of this Agreement and continuing until the earlier to occur respect to, any of the termination of this Agreement pursuant to Article X Contributed Business' assets, properties, rights or claims, except for inventory and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall and shall cause its Subsidiaries to (A) carry on its business and conduct its operations other assets sold in the usual, regular and ordinary course in substantially of business; (v) preserve intact the same manner as heretofore conducted, organization and (B) reputation of the Contributed Business and use its commercially reasonable efforts, consistent with past practices and policies, commercial efforts to (I) keep available the services of the current officerspresent executives, key employees and consultants agents of the Company Contributed Business and each of its Subsidiaries, (II) preserve the current good will of suppliers, customers and others having business relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons whom the Company or any of its Subsidiaries has significant business relations, (III) maintain all of its material operating assets in their current condition (normal wear and tear excepted) and (IV) maintain and preserve its business organization and its material rights and franchises. (b) Except (i) as contemplated or permitted by this Agreement or (ii) as set forth in Section 6.1(b) of the Company Disclosure Letter, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following and shall not permit any of its Subsidiaries to do any of the following: (i) amend its certificate of incorporation or bylaws or comparable organizational documents or create any new SubsidiariesContributed Business; (iivi) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Securities or any Subsidiary Securities, except for (A) the issuance, delivery pay accounts payable and sale of shares of Company Common Stock pursuant to Company Options, Company RSUs or Company Restricted Stock Awards which are outstanding as other obligations of the date hereof upon the exercise or vesting thereof, as applicable, or pursuant to the Company ESPP in compliance with this Agreement or (B) grants to newly hired employees or directors of (x) Company RSUs Contributed Business when they become due and (y) Company Options, in each case, issued payable in the ordinary course of business consistent with past prior practice, in accordance with the limitations specified on Section 6.1(b) of the Company Disclosure Letter and with respect to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common Stock; (iiivii) directly not grant any security interest, lien, charge, encumbrance or indirectly acquire, repurchase or redeem claim on any Company Securities or Subsidiary Securitiesassets of the Contributed Business, except in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business and consistent with prior practice; (viii) maintain the Contributed Business' books, accounts and records in the usual, regular and ordinary manner on a basis consistent with prior years; (ix) not enter into, amend or terminate, or agree to enter into, amend or terminate any Contract; provided, however, that the foregoing shall not prohibit the termination or extension of any Contract necessary to the Contributed Business arising in the ordinary course of business and consistent with past practice, (C) Tax withholdings and exercise price settlements upon the exercise of Company Options or vesting of Company RSUs or Company Restricted Stock Awards or (D) the forfeiture to or repurchase by the Company of Company Common Stock in connection with the termination of service of a holder of a Company Restricted Stock Award; (ivx) (A) splitexcept as set forth on Schedule 5.1, combine, subdivide or reclassify any shares of capital stock, or (B) not declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock, or make any other actual, constructive distribution with respect to their capital stock or deemed distribution in respect the capital stock of the shares of capital stocktheir respective Affiliates, except for cash dividends made by any direct or indirect wholly-owned Subsidiary of in the Company to the Company or one of its wholly-owned Subsidiariesordinary course; (vxi) propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any perform in all material respects all of its Subsidiariesobligations under all Contracts and other agreements and instruments relating to or affecting the Contributed Business or its assets, and comply in all material respects with all Laws applicable to the Assets, except for the transactions contemplated by this Agreementwhere non-performance or non-compliance would not have a Material Adverse Effect; (vixii) (A) redeem, repurchase, prepay, defease, cancel, incur, create, assume or otherwise acquire or modify in any material respect any long-term or short-term debt for borrowed monies or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoing, except for (1) debt incurred in the ordinary course of business under letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof, and (2) loans or advances between the Company and any direct or indirect Subsidiaries, or between any direct or indirect Subsidiaries of the Company, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except with respect to obligations of direct or indirect wholly-owned Subsidiaries of the Company, (C) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned Subsidiaries), except for travel advances and business expenses in the ordinary course of business consistent with past practice to employees of the Company or any of its Subsidiaries, or (D) mortgage or pledge any of the Assets, or create or suffer to exist any Lien thereupon (other than Permitted Liens), except pursuant to the terms of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof; (vii) except as may be required by applicable Law or the terms of any Employee Plan as in effect on the date hereof or as contemplated by this Agreement, (A) not enter into, adopt, amend (including acceleration of vesting), modify or terminate any employment, bonus, profit sharingseverance or retirement contract or arrangement, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining nor increase any salary or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare form of any director, officer or employee in any manner, (B) increase the compensation payable or to become payable of any director, officer or employee, pay or agree to pay any special bonus or special remuneration to any director, officer executives or employee, or pay or agree to pay any benefit not required by any plan or arrangement as in effect as employees of the date hereof, except in the ordinary course of business consistent with past practice with respect to any employee who is not a director or executive officer, except in any such case (1) in connection with the hiring of new employees who are not directors or executive officers in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant or pay any severance or termination pay to (or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice with respect to any independent contractor or employee who is not a director or executive officer or (D) increase benefits payable under any existing severance or termination pay policies or employment agreements. (viii) settle any pending or threatened Legal Proceeding, except for the settlement of any Legal Proceeding (A) for solely money damages not in excess of $250,000.00 individually or $500,000.00 in the aggregate and (B) as would not be reasonably likely to have any adverse impact on any other Legal Proceedings; (ix) except as may be required as a result of a change in applicable Law or in GAAP, make any material change in any of the accounting methods, principles or practices used by it or change an annual accounting period; (x) (A) make or change any material Tax election, (B) settle or compromise any material federal, state, local or foreign income Tax liability, (C) consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, (D) change any annual Tax accounting period or method of Tax accounting, (E) file any materially amended Tax Return, (F) enter into any closing agreement with respect to any Tax or (G) surrender any right to claim a material Tax refund; (xi) other than in the ordinary course of business consistent with past practice, (A) acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any material equity interest therein or (B) dispose of any properties or assets of the Company or its Subsidiaries, which are material to the Company and its Subsidiaries, taken as a whole; or (xii) make any capital expenditures other than capital expenditures provided for in the capital budget provided to Parent prior to the date of this Agreement and set forth on Section 6.1(b)(xii) of the Company Disclosure Letter; (xiii) make any changes or modifications to any investment or risk management policy or other similar policies (including with respect to hedging) or any cash management policy; (xiv) permit any insurance policy naming the Company or any of its Subsidiaries as a beneficiary or a loss payable payee to lapse, be canceled or expire unless a new policy with substantially identical coverage is in effect as of the date of lapse, cancellation or expiration; (xv) Contributed Business other than in the ordinary course of business; (xiii) not take any action or intentionally omit to take any action, enter intowhich action or omission would result in a breach of any of the representations and warranties set forth under the Genlyte Capitalization Agreement or the Xxxxxx Capitalization Agreement, amend in any material respect, terminate or fail to renew any Material Contractas the case may be, or any other Contract that would have been a Material Contract had it not been amended, terminated in the failure or non-renewed prior inability of the parties to consummate the date of this Agreementtransactions contemplated hereby; or (xvixiv) enter into a Contract to not incur or otherwise authorizebecome subject to, commit, resolve, propose or nor agree to take incur or become subject to, any debt, obligation or liability, contingent or otherwise, except for borrowings under or refinancing of, the existing credit facilities of Xxxxxx or Genlyte, as the actions prohibited by this Section 6.1(b). Notwithstanding case may be, up to the foregoingexisting borrowing limit on the date hereof, nothing current liabilities and contractual obligations in the ordinary course. (b) Nothing contained in this Agreement is intended to shall give ParentXxxxxx, directly or indirectly, the right rights to control or direct the business or operations of the Company or its Subsidiaries at any time prior Genlyte's Contributed Business. Prior to the Appointment TimeClosing Date, Genlyte shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its Contributed Business. (c) Nothing contained in this Agreement shall give Genlyte, directly or indirectly, rights to control or direct Xxxxxx' Contributed Business. Prior to the Closing Date, Xxxxxx shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its Contributed Business.

Interim Conduct of Business. (a) Except as (i) as contemplated contemplated, required or permitted by this Agreement or Agreement, (ii) as required by applicable Law, (iii) set forth in Section 6.1(a5.1(a) of the Company Disclosure Letter, or (iv) approved by Acquisition (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X IX and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall and shall cause each of its Subsidiaries to shall (A) carry on its business and conduct its operations in the usual, regular and ordinary course in substantially the same manner as heretofore conductedconducted in all material respects, and (B) use its commercially reasonable best efforts, consistent with past practices and policiespractices, to (I) keep available the services of the current officers, key employees preserve substantially intact its business organization and consultants of the Company and each of its Subsidiaries, (II) preserve the current relationships of the Company and each of its Subsidiaries with material customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations, (III) maintain all of its material operating assets in their current condition (normal wear and tear excepted) and (IV) maintain and preserve its business organization and its material rights and franchisesrelations as is reasonably necessary. (b) Except as (i) as contemplated contemplated, required or permitted by this Agreement or Agreement, (ii) as required by applicable Law, (iii) set forth in Section 6.1(b5.1(b) of the Company Disclosure Letter, or (iv) approved by Acquisition (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X IX and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following and shall not permit any of its Subsidiaries to do any of the following:following (it being understood and hereby agreed that if any action is expressly permitted by any of the following subsections, such action shall be expressly permitted under Section 5.1(a)): (i) amend its certificate articles of incorporation or incorporation, bylaws or comparable organizational documents or create any new Subsidiariesdocuments; (ii) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Securities or any Subsidiary Securities, except for (A) the issuance, delivery issuance and sale of shares of Company Common Stock pursuant to Company OptionsShares, Company RSUs or Company Restricted Stock Awards which are outstanding as of the date hereof upon the exercise or vesting thereof, as applicable, or pursuant to the Company ESPP in compliance with this Agreement or (B) grants to newly hired employees or directors of (x) Company RSUs and (y) Company Options, in each case, Options issued in the ordinary course of business consistent with past practice, in accordance with the limitations specified on Section 6.1(b) of the Company Disclosure Letter and with respect to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common StockShare; (iii) directly or indirectly acquire, repurchase or redeem any Company Securities or Subsidiary Securities, except in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice, (C) Tax withholdings and exercise price settlements upon the exercise of Company Options or vesting of Company RSUs or Company Restricted Stock Awards or (D) the forfeiture to or repurchase by the Company of Company Common Stock in connection with the termination of service of a holder of a Company Restricted Stock Award; (iv) (A) split, combine, subdivide or reclassify any shares of capital stockCompany Shares, or (B) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stockCompany Shares, or make any other actual, constructive or deemed distribution in respect of the shares of capital stockCompany Shares, except for cash dividends made by any direct or indirect wholly-owned Subsidiary of the Company to the Company or one of its wholly-owned SubsidiariesSubsidiaries or (C) enter into any voting agreement with respect to its share capital that is inconsistent with the transaction contemplated hereby; (v) propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, except for (A) the transactions contemplated by this AgreementAgreement or (B) the dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice; (vi) (A) redeem, repurchase, prepay, defease, cancel, incur, create, incur or assume or otherwise acquire or modify in any material respect any long-term or short-term debt for borrowed monies or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoingsecurities, except for (1) debt incurred in the ordinary course of business under letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereofhereof or issuances or repayment of commercial paper in the ordinary course of business consistent with past practice, and (2) loans or advances between the Company and any direct or indirect Subsidiaries, or between any direct or indirect Subsidiaries of the CompanySubsidiaries, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other PersonPerson in excess of $50,000 (or an equivalent amount in RMB) individually or $100,000 (or an equivalent amount in RMB) in the aggregate, except with respect to obligations of direct or indirect wholly-owned Subsidiaries of the Company, (C) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned Subsidiaries), except for travel payments or advances and business expenses made in the ordinary course of business consistent with past practice to employees of the Company or any of its Subsidiariesdirect or indirect Subsidiaries consistent with their respective past practice, or (D) mortgage or pledge any of the Assetsits or its Subsidiaries’ assets, tangible or intangible, or create or suffer to exist any Lien thereupon (other than Permitted Liens), except pursuant to the terms of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof; (vii) except as may be required by applicable Law or the terms of any Employee Plan employee benefit plan as in effect on the date hereof or as contemplated by this Agreementhereof, (A) enter into, adopt, amend (including acceleration of vesting), modify or terminate any bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock share equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining severance or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any director, officer or employee in any manner, except in any such case (1) in connection with the hiring of new officers or employees in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of officers or employees in the ordinary course of business consistent with past practice, or (B) increase the compensation payable or to become payable of to any director, officer or employee, pay or agree to pay any special bonus or special remuneration to any director, officer or employee, or pay or agree to pay any benefit not required by any plan or arrangement as in effect as of the date hereof, except in the ordinary course of business consistent with past practice with respect to any employee who is not a director or executive officer, except in any such case (1) in connection with the hiring of new employees who are not directors or executive officers in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant or pay any severance or termination pay to (or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice with respect to any independent contractor or employee who is not a director or executive officer or (D) increase benefits payable under any existing severance or termination pay policies or employment agreements.; (viii) settle any pending or threatened Legal Proceeding, except for the settlement of any Legal Proceeding (A) for solely money damages not in excess of $250,000.00 individually or $500,000.00 in the aggregate and (B) as would not be reasonably likely to have any adverse impact on any other Legal Proceedings; (ix) except as may be required as a result of a change in applicable Law or in GAAP, make any material change in any of the accounting methods, principles or practices used by it it; (ix) sell, transfer, lease, license, assign or change otherwise dispose of (including, by merger, consolidation, or sale of stock or assets) any entity, business, tangible assets or tangible properties of the Company or any of its Subsidiaries having a current value in excess of $100,000 (or an annual accounting periodequivalent amount in RMB) in the aggregate (other than the sale of inventory in the ordinary course of business); (x) sell, transfer, license, assign or otherwise dispose of (including, by merger, consolidation or sale of stock or assets), abandon, permit to lapse or fail to maintain or enforce any material intellectual property owned by the Company or any of its Subsidiaries (except the granting of nonexclusive licenses in the ordinary course of business), or disclose to any Person any confidential information (except pursuant to confidentiality agreements); (xi) (A) make or change any material Tax election, (B) settle or compromise any material federal, state, local or foreign income Tax liability, or (C) consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, (D) change in each case to the extent such election, settlement, compromise, extension, waiver or other action would have the effect of materially increasing the Tax liability of the Company or any annual Tax accounting of its Subsidiaries for any period ending after the Closing Date or method of Tax accounting, (E) file any materially amended Tax Return, (F) enter into any closing agreement with respect to decreasing any Tax attribute of the Company or (G) surrender any right to claim a material Tax refundof its Subsidiaries existing on the Closing Date; (xixii) other than in the ordinary course of business consistent with past practice, (A) acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any material equity interest therein with a value in excess of $100,000 (or an equivalent amount in RMB) individually or $500,000 (or an equivalent amount in RMB) in the aggregate or (B) dispose of any properties or assets of the Company or its Subsidiaries, which are material to the Company and its Subsidiaries, taken as a whole; or (xii) make any capital expenditures other than capital expenditures provided for in the capital budget provided to Parent prior to the date of this Agreement and set forth on Section 6.1(b)(xii) of the Company Disclosure Letter; (xiii) make enter into any changes or modifications to any investment or risk management policy or other similar policies (including with respect to hedging) or any cash management policynew line of business outside of its existing business segments; (xiv) permit adopt, propose, effect or implement any insurance policy naming the Company “shareholder rights plan,” “poison pill” or any of its Subsidiaries as a beneficiary or a loss payable payee to lapse, be canceled or expire unless a new policy with substantially identical coverage is in effect as of the date of lapse, cancellation or expiration;similar arrangement; or (xv) other than in the ordinary course of business, enter into, amend in any material respect, terminate or fail to renew any Material into a Contract, or any other Contract that would have been a Material Contract had it not been amended, terminated or non-renewed prior to the date of this Agreement; or (xvi) enter into a Contract to or otherwise authorize, commit, resolve, propose resolve or agree in any legally binding manner, to take any of the actions prohibited by this Section 6.1(b5.1(b). . (c) Notwithstanding the foregoing, nothing in this Agreement is intended to give ParentAcquisition, directly or indirectly, the right to control or direct the business or operations of the Company or its Subsidiaries at any time prior to the Appointment Effective Time. Prior to the Effective Time, the Company and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operations.

Interim Conduct of Business. (a) Except The Company covenants and agrees that, between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article VIII, except (i) as contemplated required by this Agreement or applicable Law, (ii) as set forth consented to in Section 6.1(a) of the Company Disclosure Letter, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X and the Effective Time, unless writing by Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), (iii) as may be expressly required or expressly contemplated by the Transactions or (iv) as set forth in Section 5.01 of the Company Disclosure Letter, the business of the Company and the Company Subsidiaries shall be conducted in, and such entities shall cause its Subsidiaries to (A) carry on its not take any action except in, the ordinary course of business and conduct its operations in the usual, regular and ordinary course in substantially the same a manner as heretofore conducted, and (B) use its commercially reasonable efforts, consistent with past practices practice. The Company and policies, the Company Subsidiaries shall use their commercially reasonable efforts to (Ia) preserve intact the Company’s business organization and the assets of the Company and the Company Subsidiaries, (b) keep available the services of the their current officers, key employees and consultants of the Company and each of its Subsidiarieskey consultants, (IIc) preserve the current maintain existing relationships of the Company and each of its Subsidiaries goodwill with customersGovernmental Entities, suppliers material suppliers, material tenants, material creditors and material lessors and other Persons whom with which the Company or any of its Subsidiaries has significant business relations, relations and (IIId) maintain all of its material operating assets in their current condition Permits necessary to conduct the Company’s business as currently conducted. Furthermore, the Company agrees with Parent that, except (normal wear and tear excepted) and (IV) maintain and preserve its business organization and its material rights and franchises. (b) Except (i1) as contemplated or permitted required by this Agreement or applicable Law, (ii2) as set forth consented to in Section 6.1(b) of the Company Disclosure Letter, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X and the Effective Time, unless writing by Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), (3) as may be expressly required or expressly contemplated by the Transactions or (4) as set forth in Section 5.01 of the Company Disclosure Letter, the Company shall not do any of the following not, and shall not permit any of its Subsidiaries to do any of the followingto: (ia) amend its certificate of incorporation or bylaws or comparable organizational documents or create any new Subsidiaries; (iiA) issue, sell, deliver pledge, dispose of, grant, transfer, encumber, or agree authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or commit to issueencumbrance of, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Securities or any Subsidiary Securities, except for (Aother than (1) the issuance, delivery and sale sale, pledge, disposition, grant, transfer, lease, license, guaranty or encumbrance of shares by a wholly-owned Company Subsidiary to the Company or another wholly-owned Company Subsidiary or (2) the issuance or transfer of Company Common Stock pursuant to Company Options, Company RSUs awards or Company Restricted Stock Awards which are rights outstanding as of the date hereof upon of this Agreement under, and as required by the exercise or vesting thereof, as applicable, or pursuant to terms of the Company ESPP Stock Plan as in compliance with effect as of the date of this Agreement Agreement) or (B) grants to newly hired employees or directors amend the terms of (x) any Company RSUs and (y) Company Options, in each case, issued in the ordinary course of business consistent with past practice, in accordance with the limitations specified on Section 6.1(b) of the Company Disclosure Letter and with respect to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common StockSecurity; (iii) directly or indirectly acquire, repurchase or redeem any Company Securities or Subsidiary Securities, except in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice, (C) Tax withholdings and exercise price settlements upon the exercise of Company Options or vesting of Company RSUs or Company Restricted Stock Awards or (D) the forfeiture to or repurchase by the Company of Company Common Stock in connection with the termination of service of a holder of a Company Restricted Stock Award; (iv) (A) split, combine, subdivide or reclassify any shares of capital stock, or (Bb) declare, set aside aside, authorize, make or pay any dividend or other distribution (whether distribution, payable in cash, shares or stock, property or otherwise, with respect to any combination thereof) in respect of any shares of capital stockCompany Security, other than dividends or make any other actual, constructive or deemed distribution in respect of the shares of capital stock, except for cash dividends made distributions paid by any direct or indirect wholly-owned Company Subsidiary of the Company to the Company or one of its to any other wholly-owned SubsidiariesCompany Subsidiary; (vc) propose adjust, reclassify, split, combine or adopt a plan of complete subdivide, redeem, purchase or partial liquidationotherwise acquire, dissolutiondirectly or indirectly, merger, consolidation, restructuring, recapitalization or other reorganization of the any Company or any of its Subsidiaries, except for the transactions contemplated by this AgreementSecurity; (vid) make any material change to its methods of accounting for financial accounting purposes, except (A) redeemas required by GAAP (or any interpretation thereof), repurchase, prepay, defease, cancel, incur, create, assume or otherwise acquire or modify in any material respect any longRegulation S-term or short-term debt for borrowed monies or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities X of the Company Exchange Act or any of its Subsidiaries a Governmental Entity or enter into any agreement having the economic effect of any of the foregoing, except for (1) debt incurred in the ordinary course of business under letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof, and (2) loans or advances between the Company and any direct or indirect Subsidiaries, or between any direct or indirect Subsidiaries of the Company, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except with respect to obligations of direct or indirect wholly-owned Subsidiaries of the Company, (C) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned Subsidiaries), except for travel advances and business expenses in the ordinary course of business consistent with past practice to employees of the Company or any of its Subsidiaries, or (D) mortgage or pledge any of the Assets, or create or suffer to exist any Lien thereupon (other than Permitted Liens), except pursuant to the terms of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof; (vii) except as may be required by applicable Law or the terms of any Employee Plan as in effect on the date hereof or as contemplated by this Agreement, (A) enter into, adopt, amend (including acceleration of vesting), modify or terminate any bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any director, officer or employee in any manner, (B) increase the compensation payable or to become payable of any director, officer or employee, pay or agree to pay any special bonus or special remuneration to any director, officer or employee, or pay or agree to pay any benefit not required by any plan or arrangement as in effect as of the date hereof, except in the ordinary course of business consistent with past practice with respect to any employee who is not a director or executive officer, except in any such case (1) in connection with the hiring of new employees who are not directors or executive officers in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant or pay any severance or termination pay to (or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice with respect to any independent contractor or employee who is not a director or executive officer or (D) increase benefits payable under any existing severance or termination pay policies or employment agreements. (viii) settle any pending or threatened Legal Proceeding, except for the settlement of any Legal Proceeding (A) for solely money damages not in excess of $250,000.00 individually or $500,000.00 in the aggregate and (B) as would not be reasonably likely to have any adverse impact on any other Legal Proceedings; (ix) except as may be required as a result of by a change in applicable Law Law; (e) take any action that would, or would be reasonably likely to, individually or in GAAPthe aggregate, make prevent, materially delay or materially impede the consummation of the Transactions; (f) make, change or revoke any material change in any of the accounting methodsTax election, principles or practices used by it or change an annual Tax accounting period; (x) (A) make , adopt or change any material Tax electionaccounting method, (B) enter into any material agreement in respect of Taxes, settle or compromise any material federalclaim, statenotice, local audit report or foreign income Tax liabilityassessment in respect of Taxes, (C) consent to any extension or waiver of any the limitation period with respect applicable to any claim or assessment for material Taxes, (D) change any annual Tax accounting period or method of Tax accounting, (E) file any materially amended Tax Return, (F) enter into file any closing agreement with respect material amendment to a material Tax Returns, make or request any Tax ruling, or (G) surrender any right to claim a refund of a material Tax refund; (xi) other than in the ordinary course amount of business consistent with past practice, (A) acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any material equity interest therein or (B) dispose of any properties or assets of the Company or its Subsidiaries, which are material to the Company and its Subsidiaries, taken as a wholeTaxes; or (xiig) make any capital expenditures other than capital expenditures provided for in the capital budget provided announce an intention to Parent prior to the date of this Agreement and set forth on Section 6.1(b)(xii) of the Company Disclosure Letter; (xiii) make any changes or modifications to any investment or risk management policy or other similar policies (including with respect to hedging) or any cash management policy; (xiv) permit any insurance policy naming the Company or any of its Subsidiaries as a beneficiary or a loss payable payee to lapse, be canceled or expire unless a new policy with substantially identical coverage is in effect as of the date of lapse, cancellation or expiration; (xv) other than in the ordinary course of business, enter into, amend in any material respect, terminate authorize or fail to renew any Material Contractenter into, or permit any other Contract that would have been a Material Contract had it not been amendedof Company Subsidiary to authorize or enter into, terminated or non-renewed prior to the date of this Agreement; or (xvi) enter into a Contract to any written agreement or otherwise authorize, commit, resolve, propose or agree make any commitment to take do any of the actions prohibited by this Section 6.1(b)foregoing. Notwithstanding the foregoing, nothing in this Agreement is intended Nothing contained herein shall give to give ParentParent or Acquisition Sub, directly or indirectly, the right rights to control or direct the business or Company’s operations of the Company or its Subsidiaries at any time prior to the Appointment Effective Time in violation of applicable Law. Prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its operations and shall not be required to obtain consent of Parent if it reasonably believes that doing so would violate applicable Law.

Interim Conduct of Business. Except as otherwise contemplated by this Agreement, during the period from the date hereof to the Closing, CCI shall, and the Sellers severally (ato the extent they have the authority) Except shall cause CCI to (i) as contemplated by this Agreement or operate the business of CCI only in the ordinary course of business consistent with past practice, (ii) as set forth maintain, keep and preserve the assets of CCI in Section 6.1(athe ordinary course of business, and (iii) use commercially reasonable efforts to preserve intact the present organization of CCI, keep available the services of the Company Disclosure Letterpresent employees of CCI, at all times during preserve CCI's relationships with customers, suppliers, licensors, licensees, contractors and others having significant business dealings with CCI. Without limiting the period commencing with generality of the execution and delivery foregoing, from the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X Agreement, CCI shall not, and the Effective TimeSellers severally (to the extent they have the authority) shall not permit CCI to, unless Parent otherwise provides its without the prior written consent of the Buyer (which consent shall not be unreasonably withheld, conditioned withheld or delayed), the Company shall and shall cause its Subsidiaries to (A) carry on its business and conduct its operations in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and (B) use its commercially reasonable efforts, consistent with past practices and policies, to (I) keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, (II) preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons whom the Company or any of its Subsidiaries has significant business relations, (III) maintain all of its material operating assets in their current condition (normal wear and tear excepted) and (IV) maintain and preserve its business organization and its material rights and franchises.): (ba) Except (i) as contemplated or permitted by this Agreement or (ii) as set forth in Section 6.1(b) of the Company Disclosure Letterauthorize for issuance, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following and shall not permit any of its Subsidiaries to do any of the following: (i) amend its certificate of incorporation or bylaws or comparable organizational documents or create any new Subsidiaries; (ii) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Securities shares of the capital stock of CCI or any Subsidiary Securities, other securities or equity equivalents (except for (A) the issuanceissuance of Shares and/or the grant of options to purchase Shares which, delivery in the aggregate, do not exceed 464,984 Shares, and sale (B) the issuance of shares of Company Common Stock pursuant to Company Options, Company RSUs or Company Restricted Stock Awards which are outstanding as of the date hereof Shares upon the exercise or vesting thereofconversion of the Convertibles; in the event that CCI issues any Shares or grants any options after the date hereof, as applicable, or pursuant it shall deliver to the Company ESPP in compliance with Buyer a revised Exhibit A to reflect such issuance or grant, which shall replace the Exhibit A attached hereto as part of this Agreement or (B) grants to newly hired employees or directors of (x) Company RSUs and (y) Company Options, in each case, issued in the ordinary course of business consistent with past practice, in accordance with the limitations specified on Section 6.1(b) of the Company Disclosure Letter and with respect to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common Stock; (iii) directly or indirectly acquire, repurchase or redeem any Company Securities or Subsidiary Securities, except in connection with (A) Company RSUs in the ordinary course of businessAgreement), (B) dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice, (C) Tax withholdings and exercise price settlements upon the exercise of Company Options or vesting of Company RSUs or Company Restricted Stock Awards or (D) the forfeiture to or repurchase by the Company of Company Common Stock in connection with the termination of service of a holder of a Company Restricted Stock Award; (iv) (Aii) split, combine, subdivide combine or reclassify any shares of such capital stock, stock or (Biii) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect amend the terms of any shares of capital stock, or make any other actual, constructive or deemed distribution in respect of the shares of capital stock, except for cash dividends made by any direct or indirect wholly-owned Subsidiary of the Company to the Company or one of its wholly-owned Subsidiaries; (v) propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, except for the transactions contemplated by this Agreement; (vi) (A) redeem, repurchase, prepay, defease, cancel, incur, create, assume or otherwise acquire or modify in any material respect any long-term or short-term debt for borrowed monies or issue or sell any debt such securities or calls, options, warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoing, except for (1) debt incurred in the ordinary course of business under letters of credit, lines of credit or other credit facilities or arrangements in effect agreements outstanding on the date hereof, and ; (2b) loans amend or advances between propose to amend the Company and any direct Articles of Incorporation or indirect Subsidiaries, or between any direct or indirect Subsidiaries By-laws of the Company, CCI; (Bc) (i) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except with respect to obligations of direct person or indirect wholly-owned Subsidiaries of the Company, (Cii) make any loans, advances or capital contributions to to, or investments in in, any other Person person except, in each case, if such transaction is satisfied, paid or released at or before the Closing; (other than the Company or d) permit any direct or indirect wholly-owned Subsidiaries)assets of CCI to suffer any lien thereupon, except for travel advances and business expenses in the ordinary normal course of business consistent with past practice to employees of the Company or any of its Subsidiaries, or business; (De) mortgage or pledge change any of the Assets, accounting principles or create or suffer to exist any Lien thereupon practices used by CCI (other than Permitted Liensexcept as required by GAAP), except pursuant to the terms of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof; (vii) except as may be required by applicable Law or the terms of any Employee Plan as in effect on the date hereof or as contemplated by this Agreement, (Af) enter into, adopt, amend (including acceleration of vesting), modify or terminate any bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining or other employee benefit agreement, trust, plan, fund increase in any manner the compensation or other arrangement for the compensation, benefit or welfare fringe benefits of any director, officer or employee (except for annual salary increases in the normal course of business) or enter into any mannercontract, agreement, commitment or arrangement to do any of the foregoing; (Bg) enter into or offer to enter into any employment or consulting agreement with any person; (i) enter into, amend or terminate any Material Contract (other than the execution of new site licenses or agreements to acquire new phones or to otherwise increase the compensation payable number of Installed Phones or Contract Phones) or (ii) take any action or fail to become payable take any action that, with or without notice or lapse of time, would constitute a default under any Material Contract; (i) sell, lease, transfer or otherwise dispose of any director, officer or employee, pay or agree to pay any special bonus or special remuneration to any director, officer or employee, or pay or agree to pay any benefit not required by any plan or arrangement as in effect as of the date hereof, its assets except in the ordinary course of business business; (j) install, or agree to install, any telephones, except consistent with past practice standards employed by CCI immediately prior to October 16, 1996; (k) pay any dividend or make any other distribution to the Sellers with respect to their Securities, other than a dividend paid in cash; (l) make any employee who is not a director or executive officer, except in any such case (1) in connection with the hiring of new employees who are not directors or executive officers in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant or pay any severance or termination pay to (or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice election with respect to any independent contractor the Taxes or employee who is not a director or executive officer or (D) increase benefits payable under any existing severance or termination pay policies or employment agreements. (viii) settle any pending or threatened Legal Proceeding, except for the settlement Tax Returns of any Legal Proceeding (A) for solely money damages not in excess of $250,000.00 individually or $500,000.00 in the aggregate and (B) as would not be reasonably likely to have any adverse impact on any other Legal ProceedingsCCI; (ixm) except as may be required as a result permit its level of a change in applicable Law or in GAAP, make any material change in any of the accounting methods, principles or practices used by it or change an annual accounting period; Inventory (x) (A) make or change any material Tax election, (B) settle or compromise any material federal, state, local or foreign income Tax liability, (C) consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, (D) change any annual Tax accounting period or method of Tax accounting, (E) file any materially amended Tax Return, (F) enter into any closing agreement with respect to any Tax or (G) surrender any right to claim a material Tax refund; (xi) other than Contract Phones) to fluctuate in the ordinary course of business consistent a manner inconsistent with past practice, (A) acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any material equity interest therein or (B) dispose of any properties or assets of the Company or its Subsidiaries, which are material to the Company and its Subsidiaries, taken as a wholehistorical practices; or (xiin) take, or agree in writing or otherwise to take, any of the foregoing actions or any action which would make any capital expenditures other than capital expenditures provided for representation or warranty of CCI or Sellers contained in the capital budget provided to Parent prior to the date of this Agreement and set forth on Section 6.1(b)(xii) of the Company Disclosure Letter; (xiii) make any changes untrue or modifications to any investment or risk management policy or other similar policies (including with respect to hedging) or any cash management policy; (xiv) permit any insurance policy naming the Company or any of its Subsidiaries as a beneficiary or a loss payable payee to lapse, be canceled or expire unless a new policy with substantially identical coverage is in effect incorrect as of the date when made or as of lapse, cancellation any future date or expiration; (xv) other than which could prevent the satisfaction of any condition to Closing set forth in the ordinary course of business, enter into, amend in any material respect, terminate or fail to renew any Material Contract, or any other Contract that would have been a Material Contract had it not been amended, terminated or non-renewed prior to the date of this Agreement; or (xvi) enter into a Contract to or otherwise authorize, commit, resolve, propose or agree to take any of the actions prohibited by this Section 6.1(b). Notwithstanding the foregoing, nothing in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the business or operations of the Company or its Subsidiaries at any time prior to the Appointment TimeArticle VI hereof.

Interim Conduct of Business. (a) Except (i) as contemplated otherwise expressly authorized by this Agreement Agreement, as consented to in writing by Parent (such consent not to be unreasonably withheld, delayed or (iiconditioned) or as set forth in Section 6.1(a) 6.1 of the Company Disclosure Letter, at all times during from the period commencing with the execution and delivery of this Agreement and continuing date hereof until the earlier to occur of the termination of this Agreement pursuant to Article X and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall agrees: (a) The Company shall, and shall cause its Subsidiaries to to, (Ai) carry on its business and conduct its operations preserve intact their current, respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, conducted and (B) use all reasonable best efforts to preserve its commercially reasonable efforts, consistent with past practices and policies, to (I) keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, (II) preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons whom others having business dealings with it, in each case to the Company or end that its goodwill and ongoing business shall not be impaired in any of its Subsidiaries has significant business relations, (III) maintain all of its material operating assets in their current condition (normal wear respect at the Effective Time and tear excepted) and (IV) maintain and preserve its business organization and its material rights and franchises. (b) Except (i) as contemplated or permitted by this Agreement or (ii) preserve their workforce intact as set forth in Section 6.1(b) of the Company Disclosure Letter, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following and shall not permit any of its Subsidiaries to do any of the following: (i) amend its certificate of incorporation or bylaws or comparable organizational documents or create any new Subsidiaries; (ii) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Securities or any Subsidiary Securities, except for (A) the issuance, delivery and sale of shares of Company Common Stock pursuant to Company Options, Company RSUs or Company Restricted Stock Awards which are outstanding such workforce exists as of the date hereof upon of this Agreement; provided, however, that nothing in this Section 6.1(a) shall prevent the exercise Company or vesting thereof, as applicable, its Subsidiary from terminating the employment of an employee or pursuant hiring an individual to provide services with respect to the Company ESPP in compliance Company’s business so long as such termination or hiring (A) is consistent with this Agreement or (B) grants to newly hired employees or directors the operation of (x) Company RSUs and (y) Company Options, in each case, issued the Company’s business in the ordinary course of business consistent with past practice, in accordance with as conducted on the limitations specified on Section 6.1(b) of the Company Disclosure Letter date hereof and with respect to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common Stock; (iii) directly or indirectly acquire, repurchase or redeem any Company Securities or Subsidiary Securities, except in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution occurs after providing Parent and Merger Sub with prior written notice of such anticipated termination or reorganization hiring. (b) Without limiting the generality of a wholly owned Subsidiary of Section 6.1(a): (i) Except for transactions solely among the Company in the ordinary course of business consistent with past practiceand its wholly-owned Subsidiaries, (C) Tax withholdings and exercise price settlements upon the exercise of Company Options or vesting of Company RSUs or Company Restricted Stock Awards or (D) the forfeiture to or repurchase by the Company shall not and it shall use its reasonable best efforts not to permit any of Company Common Stock in connection with the termination of service of a holder of a Company Restricted Stock Award; (iv) its Subsidiaries to: (A) split, combine, subdivide or reclassify any shares of capital stock, or (B) declare, set aside or pay any dividend dividends on or make other distribution distributions (whether in cash, shares or stock, property or any combination thereofotherwise) in respect of any capital stock or interests in the Company or any of its Subsidiaries; (B) split, combine or reclassify any capital stock or interests in the Company or any of its Subsidiaries or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of capital stockstock or interests in the Company or any of its Subsidiaries, or make otherwise authorize, recommend or propose any other actualmaterial change in the Company’s or any of its Subsidiaries’ capitalization; (C) repurchase, constructive redeem or deemed distribution in respect otherwise acquire, or permit any of the its Subsidiaries to purchase, redeem or otherwise acquire, any shares of capital stock, except for cash dividends made by any direct stock or indirect wholly-owned Subsidiary of the Company to interests in the Company or one any of its wholly-owned Subsidiaries;, except as required by the terms of its securities outstanding on the date hereof or as contemplated by any existing employee benefit plan; or (D) enter into any Contract with respect to the voting of any shares of the capital stock or interests in the Company or any of its Subsidiaries. (vii) The Company shall not, and it shall use its reasonable best efforts not to permit any of its Subsidiaries to, offer, issue, deliver, sell, pledge or otherwise encumber or subject to any Lien (other than a Permitted Lien), or authorize or propose to offer, issue, deliver, sell, pledge or adopt otherwise encumber or subject to any Lien (other than a plan Permitted Lien), any shares of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization the capital stock of any class of the Company or any of its Subsidiaries, except for any Voting Debt or other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, Voting Debt, other voting securities or convertible securities, other than (A) the issuance of shares of Company Common Stock upon the exercise of stock options granted under the Company Stock Plans that are outstanding on the date hereof, or in satisfaction of stock grants or stock based awards made prior to the date hereof pursuant to the Company Stock Plans and (B) issuances by a wholly owned Subsidiary of the Company of such Subsidiary’s capital stock to its parent. (iii) The Company shall not adopt or propose any amendments to the Company’s or any Subsidiary’s Charter Documents. (iv) Other than as may be necessary or required by law to consummate the transactions contemplated by this Agreement; (vi) (A) redeem, repurchase, prepay, defease, cancel, incur, create, assume hereby or otherwise acquire or modify in any material respect any long-term or short-term debt for borrowed monies or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities dispositions of the Company or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoing, except for (1) debt incurred Hydrocarbons and/or leasehold trades in the ordinary course of business under letters business, the Company shall not, and it shall not permit any of creditits Subsidiaries to, lines sell, assign, license, transfer, convey, lease (whether such lease is an operating or capital lease), encumber or subject to any Lien (other than a Permitted Lien or any Lien that will be released at or prior to the Effective Time) or otherwise dispose of, or agree to do any of credit the foregoing with respect to, any of its assets (including the capital stock or other credit facilities or arrangements equity interests in effect on any Subsidiary of the date hereof, and (2) loans or advances between Company); provided that the foregoing shall not prohibit the Company and any direct its Subsidiaries from (x) disposing of assets having a fair market value of less than $30,000,000 in the aggregate or indirect Subsidiaries(y) selling, assigning, licensing, transferring, conveying, leasing or between any direct disposing of obsolete equipment or indirect Subsidiaries assets being replaced, in each case of the Company, clauses (Bx) assume, guarantee, endorse or otherwise become liable or responsible and (whether directly, contingently or otherwisey) for the obligations of any other Person, except with respect to obligations of direct or indirect wholly-owned Subsidiaries of the Company, (C) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned Subsidiaries), except for travel advances and business expenses in the ordinary course of business consistent with past practice or (z) closing of sales for which contracts were entered into prior to the date of this Agreement and disclosed in the Company Disclosure Letter. (v) Except as otherwise permitted or contemplated by this Agreement, the Company shall not authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution of the Company or any of its Subsidiaries. (vi) The Company shall not, nor shall the Company permit any of its Subsidiaries to, make any material changes in their accounting methods, principles or practices, except as required by Law, rule, regulation or GAAP. (vii) The Company shall not, nor shall the Company permit any of its Subsidiaries to, enter into any agreement or arrangement with any of their respective Affiliates, other than with wholly owned Subsidiaries of the Company, on terms less favorable to the Company or such Subsidiary, as the case may be, than could be reasonably expected to have been obtained with an unaffiliated third party on an arm’s length basis. (viii) The Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to maintain with financially responsible insurance companies insurance in such amounts and against such risks and losses as are customary for companies engaged in their respective businesses, and maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by Company. (ix) Other than leasehold trades, the Company shall not, nor shall the Company permit any of its Subsidiaries to, directly or indirectly acquire in any transaction (A) any equity interest in or business unit of any firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity or division thereof or (B) any assets other than assets acquired (i) pursuant to Section 6.1(b)(xii) or (ii) in the ordinary course of business involving not more than $10,000,000 in the aggregate. (x) The Company shall not (A) make, change or rescind any material express or deemed election relating to Taxes (including elections for any and all joint ventures, partnerships, limited liability companies, working interests or other investments where the Company has the capacity to make such binding election); (B) change any material annual Tax accounting period; (C) file any material amended Tax Return; (D) enter into any material closing agreement; (E) settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes; (F) surrender any material right to claim a Tax refund; (G) consent to the extension or waiver of the limitations period applicable to any material Tax claim or assessment, or take or omit to take any other action if such action or omission would have a material and adverse effect on the Company or Parent; or (H) change in any material respect any of its methods of 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 that have been filed for prior taxable years, except as may be required by applicable law or except for changes that are reasonably expected not to materially and adversely affect the Company or Parent. (xi) The Company shall not, nor shall the Company permit any of its Subsidiaries to: (A) grant any increases in the compensation of any of its directors, officers, employees or other service providers, except increases to employees or service providers who are not directors or officers made in the ordinary course of business and in accordance with past practice; (B) increase any severance or termination pay (including the acceleration in the exercisability of any Company Option or vesting of any Company Restricted Stock Award); (C) pay or agree to pay any material pension, retirement allowance or other employee benefit not required or contemplated by any of the existing Employee Plans, in each case as in effect on the date hereof; (D) amend or modify in any material respect, any Employee Plan, except to the extent an amendment or modification is necessary to comply with applicable Law or to preserve the intended tax treatment of the benefit; (E) enter into any new, or amend any existing, material employment, severance, retention, change-in-control or termination agreement with any director, officer or employee; (F) grant any options or other awards under Company Stock Plans except for options and awards made to newly hired employees in the ordinary course of business and in accordance with past practice; or (G) become obligated under any new Employee Plan, which was not in existence or approved by the Company Board prior to the date hereof, or amend any such plan or arrangement in existence on the date hereof if such amendment would have the effect of materially enhancing any benefits thereunder. (xii) The Company shall not, nor shall the Company permit any of its Subsidiaries to (A) except as set forth on Section 6.1 of the Company Disclosure Letter, modify the terms of any existing indebtedness for borrowed money or security issued by the Company or any Subsidiaries of the Company; (B) incur any indebtedness for borrowed money other than under the Company Credit Agreement; (C) guarantee, assume or otherwise become liable for any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of the Company, any of its Subsidiaries, or any other Persons; (D) enter into any material lease (whether such lease is an operating or capital lease) or create any material mortgages, liens, security interests or other encumbrances on the property of the Company or any of its Subsidiaries in connection with any indebtedness thereof other than Permitted Liens; or (E) make or commit to make aggregate capital expenditures other than capital expenditures made substantially in accordance with the Company’s October 2011 oil and gas capital expenditure forecast set forth in Section 6.1(b)(xii) of the Company Disclosure Letter. (xiii) The Company shall not, nor shall the Company permit any of its Subsidiaries to, discharge or settle any Liabilities owed to the Company or any of its Subsidiaries (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of $5,000,000 individually or $10,000,000 in the aggregate. (xiv) The Company shall not, nor shall the Company permit any of its Subsidiaries to, enter into any agreement, arrangement or commitment that limits or otherwise restricts the Company or any Subsidiary of the Company, or that would reasonably be expected to, limit or restrict the Company, the Surviving Corporation or any of the Company’s other Subsidiaries or any of their respective affiliates or any successor thereto, from engaging or competing in any line of business in which it is currently engaged or in any geographic area material to the business or operations of (A) Parent or any of its Subsidiaries or (B) the Company, the Surviving Corporation or any of the Company’s other Subsidiaries. (xv) The Company shall not, nor shall the Company permit any of its Subsidiaries to, terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it is a party, or fail to enforce, to the fullest extent permitted by law, the provisions of such agreement, including by obtaining injunctions to prevent any breaches of such agreement and to enforce specifically the terms and provisions thereof. (xvi) The Company shall not, nor shall the Company permit any of its Subsidiaries to, enter into any Collective Bargaining Agreement applicable to the employees of the Company or any of its Subsidiaries, or (D) mortgage or pledge any of the Assets, or create or suffer to exist any Lien thereupon (other than Permitted Liens), except pursuant to the terms of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof;. (viixvii) except as may be required by applicable Law or the terms of any Employee Plan as in effect on the date hereof or as contemplated by this AgreementThe Company shall not, (A) enter into, adopt, amend (including acceleration of vesting), modify or terminate any bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any director, officer or employee in any manner, (B) increase the compensation payable or to become payable of any director, officer or employee, pay or agree to pay any special bonus or special remuneration to any director, officer or employee, or pay or agree to pay any benefit not required by any plan or arrangement as in effect as of the date hereof, except in the ordinary course of business consistent with past practice with respect to any employee who is not a director or executive officer, except in any such case (1) in connection with the hiring of new employees who are not directors or executive officers in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant or pay any severance or termination pay to (or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor of nor shall the Company or permit any of its Subsidiaries, except in the ordinary course of business consistent with past practice with respect to any independent contractor or employee who is not a director or executive officer or (D) increase benefits payable under any existing severance or termination pay policies or employment agreements. (viii) settle any pending or threatened Legal Proceeding, except for the settlement of any Legal Proceeding (A) for solely money damages not in excess of $250,000.00 individually or $500,000.00 in the aggregate and (B) as would not be reasonably likely to have any adverse impact on any other Legal Proceedings; (ix) except as may be required as a result of a change in applicable Law or in GAAPSubsidiaries to, make any material change in any of the accounting methods, principles loans or practices used by it or change an annual accounting period; (x) (A) make or change any material Tax election, (B) settle or compromise any material federal, state, local or foreign income Tax liability, (C) consent advances to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, (D) change any annual Tax accounting period or method of Tax accounting, (E) file any materially amended Tax Return, (F) enter into any closing agreement with respect to any Tax or (G) surrender any right to claim a material Tax refund; (xi) Person other than in the ordinary course of business consistent with past practice, (A) acquire (by merger, consolidation or acquisition of stock or assets) any other Person or cancel any material equity interest therein or (B) dispose of any properties or assets of the Company or its Subsidiaries, which are material indebtedness for borrowed money owed to the Company and its Subsidiaries, taken as a whole; or (xii) make any capital expenditures other than capital expenditures provided for in the capital budget provided to Parent prior to the date of this Agreement and set forth on Section 6.1(b)(xii) of the Company Disclosure Letter; (xiii) make any changes or modifications to any investment or risk management policy or other similar policies (including with respect to hedging) or any cash management policy; (xiv) permit any insurance policy naming the Company or any of its Subsidiaries as a beneficiary or a loss payable payee to lapsewaive any claims or rights of substantial value, be canceled or expire unless a new policy with substantially identical coverage is in effect as of the date of lapse, cancellation or expiration; (xv) each case other than in the ordinary course of business, enter into, amend in any material respect, terminate or fail to renew any Material Contract, or any other Contract that would have been a Material Contract had it not been amended, terminated or non-renewed prior to the date of this Agreement; or. (xvixviii) enter into a Contract to or otherwise authorize, commit, resolve, propose or agree to take any of the actions prohibited by Except as permitted under this Section 6.1(b). Notwithstanding , the foregoingCompany shall not, nothing nor shall the Company permit any of its Subsidiaries to, (A) enter into any Contract that would be a Company Material Contract or (B) terminate or materially amend, modify or waive any provision of any Company Material Contract. (xix) The Company shall not, nor shall the Company permit any of its Subsidiaries to, (A) transfer, assign, pledge, convey or grant any ownership interest or exclusive license or right to any Company Intellectual Property, except in this Agreement is intended the ordinary course of business; (B) grant any material nonexclusive license to give Parentany Company Intellectual Property, except in the ordinary course of business; (C) take any action that would, or fail to take any action the failure of which would, directly or indirectly, the right to control or direct the business or operations indirectly cause any of the Company Intellectual Property to enter the public domain or result in the abandonment, unenforceability or invalidity of any such Company Intellectual Property; or (D) extend, amend or modify any Person’s license rights to any Company Intellectual Property, other than in the ordinary course of business. (xx) The Company shall not, nor shall the Company permit any of its Subsidiaries at to, agree in writing or otherwise to take any time prior to action inconsistent with any of the Appointment Timeforegoing.

Interim Conduct of Business. (a) Except (i) as contemplated contemplated, required or permitted by this Agreement or Agreement, (ii) required by applicable Law, (iii) as set forth in Section 6.1(a) ‎Section 5.1 of the Company Disclosure Letter, or (iv) as approved by Parent (which approval shall not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X ‎Article IX and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), each of the Company shall and shall cause each of its Subsidiaries to shall (A) carry on its business and conduct its operations in the usual, regular and ordinary course of business consistent with past practice in substantially the same manner as heretofore conducted, and (B) use its commercially reasonable efforts, consistent with past practices and policiespractices, to (I) preserve substantially intact its business organization, keep available the services of the current officers, officers and key employees and consultants of the Company and each of its Subsidiaries, (II) and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers suppliers, distributors and other Persons with whom the Company or any of its Subsidiaries has significant business relations, and (IIIC) maintain all to the extent reasonably practicable, notify and consult with Parent promptly (1) after receipt of any material communication from any Governmental Authority or inspections of any manufacturing or clinical trial site and before making any material submission to any Governmental Authority, and (2) prior to making any material change to a study protocol, adding new trials, making any material change to a manufacturing plan or process, or making a material change to the development timeline for any of its material operating assets in their current condition (normal wear and tear excepted) and (IV) maintain and preserve its business organization and its material rights and franchisesproduct candidates or programs. (b) Except (i) as contemplated contemplated, required or permitted by this Agreement or Agreement, (ii) required by applicable Law, (iii) as set forth in Section 6.1(b) ‎Section 5.1 of the Company Disclosure Letter, or (iv) as approved by Parent (which approval shall not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X ‎Article IX and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following and shall not permit any of its Subsidiaries to do any of the following:following (it being understood and hereby agreed that if any action is expressly permitted by any of the following subsections or by ‎Section 5.1 of the Company Disclosure Letter, such action shall be expressly permitted under all other subsections of this ‎Section 5.1(b) and shall be expressly permitted under ‎Section 5.1(a)): (i) amend its certificate cause, permit or propose any amendment to the Charter Documents of incorporation the Company or bylaws or comparable organizational documents or create any new SubsidiariesSubsidiary; (ii) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Securities or any Subsidiary Securities, except for (A) the issuance, delivery issuance and sale of shares of Company Common Stock Shares pursuant to Company Options, Company RSUs or Company Restricted Stock Awards which are Options outstanding as of on the date hereof of this Agreement upon the exercise or vesting thereof, (as applicable, or pursuant to the Company ESPP in compliance with this Agreement or (B) grants to newly hired employees or directors of (x) Company RSUs thereof and (y) Company Options, in each case, issued in the ordinary course of business consistent with past practice, in accordance with the limitations specified on Section 6.1(b) of the Company Disclosure Letter and with respect to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common Stocktheir present terms; (iii) directly or indirectly acquire, repurchase repurchase, redeem or redeem otherwise acquire any Company Securities or Subsidiary Securities, except in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice, (C) Tax withholdings and exercise price settlements upon the exercise of Company Options or vesting outstanding on the date of Company RSUs or Company Restricted Stock Awards or (D) the forfeiture to or repurchase by the Company of Company Common Stock this Agreement and in connection accordance with the termination of service of a holder of a Company Restricted Stock Awardtheir present terms; (iv) (A) split, combine, subdivide or reclassify any shares share capital, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for its share capital stock, or (B) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stockits share capital, or make any other actual, constructive or deemed distribution in respect of the shares of capital stockcapital, except for cash dividends made by any direct or indirect wholly-owned Subsidiary of the Company to the Company or one of its wholly-owned Subsidiaries; (v) propose or to adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, or elect or appoint any new directors or executive officers of the Company, except for the transactions contemplated by this AgreementAgreement and actions and resolutions adopted in the course of its implementation; (vi) (A) redeem, repurchase, prepay, defease, cancel, incur, create, incur or assume or otherwise acquire or modify in any material respect any long-term or short-term debt Indebtedness for borrowed monies money or guarantee any Indebtedness for borrowed money of another Person or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoingSubsidiaries, except for (1) debt incurred in the ordinary course of business consistent with past practice under letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereofhereof (including in connection with factoring of accounts receivables) or issuances or repayment of commercial paper in the ordinary course of business consistent with past practice, and (2) loans or advances between the Company and any direct or indirect Subsidiaries, or between any direct or indirect Subsidiaries Subsidiaries, and (3) voluntary repayment of the Companyany Indebtedness for borrowed money, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations Indebtedness for borrowed money of any other Person, except with respect to obligations of direct or indirect wholly-owned Subsidiaries incurred in the ordinary course consistent with past practice of the Companysuch Subsidiary’s business, (C) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned SubsidiariesSubsidiary), except for travel business expense advances and business expenses in the ordinary course of business consistent with past practice to employees of the Company or any of its Subsidiaries, or (D) mortgage or pledge any of the Assetsits or its Subsidiaries’ material assets, tangible or intangible or create or suffer to exist any Lien thereupon (other than Permitted Liens), except pursuant to Liens or Liens granted in connection with the terms incurrence of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereofIndebtedness for borrowed money permitted under this ‎Section 5.1(b)(vi)); (vii) except as may be required by applicable Law or the terms of any Employee Plan as in effect on the date hereof or as contemplated by this Agreementhereof, (A) enter into, adopt, amend in any material respect (including acceleration of vesting), modify ) or terminate any material bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining severance or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any director, officer or employee in any manner, or (B) increase the compensation payable or to become payable of to any director, officer or employeeemployee (except for compensation increases in the ordinary course of business consistent with past practice), pay or agree to pay any special bonus or special remuneration to any director, officer or employee, or pay or agree to pay any material benefit not required by any plan or arrangement as in effect as of the date hereof, make any loans to any of its directors, officers or employees, agents or consultants (other than advancement of business expenses in the ordinary course of business), or make any change in its existing borrowing or lending arrangements for or on behalf of any such persons pursuant to an employee benefit plan or otherwise, in each case of (A) and (B) except for (1) compensation arrangements or agreements for employees who are not officers or directors in the ordinary course of business consistent with past practice with respect unless the annual base salary payable to any new employee who is not a director (including base, bonus opportunity at target, equity, sign-on bonus and relocation) equals or executive officerexceeds $250,000, except in (2) any such case (1) in connection with bonus to be paid by the hiring of new Surviving Company to employees who are not directors or executive and officers in an aggregate amount not to exceed $3,000,000 (three million U.S. dollars) (including any tax withholding) subject to such terms and conditions as determined by the ordinary course of business consistent with past practiceCompany prior to Closing, and (23) in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant or pay any severance or termination pay to (or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice with respect to any independent contractor or employee who is not a director or executive officer or (D) increase benefits payable under any existing severance or termination pay policies or employment agreements.as permitted by ‎Section 5.1(b)(ii); (viii) settle any pending or threatened Legal Proceeding, except for the settlement of any Legal Proceeding (A) for solely money damages not in excess of $250,000.00 individually or $500,000.00 in the aggregate and (B) as would not be reasonably likely to have any adverse impact on any other Legal Proceedings; (ix) except as may be required as a result of a change in applicable Law or in GAAP, make any material change in any of the accounting methods, principles or practices used by it (including any change in depreciation or amortization policies), or make any material change an annual in internal accounting periodcontrols or disclosure controls and procedures; (ix) make or agree to make any new capital expenditure or expenditures that, individually, is in excess of $250,000 or, in the aggregate, are in excess of $500,000, except for capital expenditures that are contemplated by the Company’s 2015 budget; (x) (A) make acquire or change any material Tax election, (B) settle or compromise any material federal, state, local or foreign income Tax liability, (C) consent agree to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, (D) change any annual Tax accounting period or method of Tax accounting, (E) file any materially amended Tax Return, (F) enter into any closing agreement with respect to any Tax or (G) surrender any right to claim a material Tax refund; (xi) other than in the ordinary course of business consistent with past practice, (A) acquire (by merger, consolidation or acquisition of stock or assetsassets or by any other manner) (1) any business or other Person or any material equity interest therein for consideration in excess of $500,000 or (2) any assets that are material, individually or in the aggregate, to the Company and the Company’s Subsidiaries, taken as a whole, except for purchases of inventory, services or supplies in the ordinary course of business consistent with past practice or other purchases contemplated by the Company’s 2015 budget, (B) enter into any Contract (other than inter-company Contracts) with respect to a joint venture, strategic alliance or partnership that is material to the Company and its Subsidiaries, taken as a whole; or (C) other than in the ordinary course consistent with past practice, sell, lease (as lessor), license or otherwise dispose of or subject to any Lien any properties or assets of the Company or its Subsidiaries, which are material to the Company and its Subsidiaries, taken as a whole; or (xii) make any capital expenditures other than capital expenditures provided for in the capital budget provided to Parent prior to the date of this Agreement and set forth on Section 6.1(b)(xii) of the Company Disclosure Letter; (xiiixi) prepare or file any income Tax Return or other material Tax Return in a manner inconsistent with past practice or, on any such Tax Return, take any material position inconsistent with past practice, make or change any changes Tax election, settle or modifications otherwise compromise any material claim relating to Taxes, settle any material dispute relating to Taxes, adopt or change any accounting method in respect of Taxes, enter into any Tax indemnity, sharing, allocation agreement or closing agreement, or consent to any investment extension or risk management policy waiver of the statute of limitations period applicable to any material Tax claim or other assessment, request any ruling or similar policies (including guidance with respect to hedging) or any cash management policyTaxes, other than as set forth in ‎‎Section 7.9 (Tax Rulings); (xiv) permit any insurance policy naming the Company or any of its Subsidiaries as a beneficiary or a loss payable payee to lapse, be canceled or expire unless a new policy with substantially identical coverage is in effect as of the date of lapse, cancellation or expiration; (xvA) other than in the ordinary course of businessbusiness consistent with past practice, discharge, settle or satisfy any claims, liabilities, litigation or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) in an amount in excess of $250,000 individually or $500,000 in the aggregate, other than the payment, discharge, settlement or satisfaction of liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (or the notes thereto) of the Company included in the Company Reports or incurred in the ordinary course of business consistent with past practice after the date of the most recent balance sheet included in such financial statements, (B) cancel any material Indebtedness for borrowed money (individually or in the aggregate) or waive any claims or rights with a value in excess of $500,000, or (C) give any material discount, accommodation or other concession (other than in the ordinary course of business consistent with past practice) in order to accelerate or induce the collection of any receivable; (xiii) apply for or accept (x) any Government Grant from the OCS or any other Israeli Governmental Authority, which Governmental Grant is extended to support the Company's research and development operations, or (y) any material Government Grants from any other Governmental Authority; (xiv) enter into, engage in or amend in any material respect, terminate transaction or Contract with any Related Party or any interested parties (Ba’alay Inyan); (xv) cancel or fail to in good faith seek to renew any Material Contract, or any other Contract that would have been a Material Contract had it not been amended, terminated or non-renewed prior to the date of this Agreementmaterial insurance policies; or (xvi) enter into a Contract to Contract, or otherwise authorize, commit, resolve, propose resolve or agree in any legally binding manner, to take any of the actions prohibited by this Section 6.1(b‎Section 5.1(b). . (c) Notwithstanding the foregoing, nothing in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the business or operations of the Company or its Subsidiaries at any time prior to the Appointment Effective Time. Prior to the Effective Time, the Company and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operations.

Interim Conduct of Business. (a) Except (i) as expressly contemplated or permitted by this Agreement or Agreement, (ii) as set forth in Section 6.1(a) of the Company Disclosure Letter, or (iii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X IX and the Effective Acceptance Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), each of the Company shall and shall cause each of its Subsidiaries to shall (A) carry on its business and conduct its operations in all material respects in the usual, regular and ordinary course in substantially consistent with the same manner as heretofore conducted, and (B) use its commercially reasonable efforts, consistent with past practices and policies, to (I) keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, (II) and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations, (III) maintain all of its material operating assets in their current condition (normal wear and tear excepted) and (IV) maintain and preserve its business organization and its material rights and franchises. (b) Except (i) as expressly contemplated or permitted by this Agreement or Agreement, (ii) as set forth in Section 6.1(b) of the Company Disclosure Letter, or (iii) as approved in writing by Parent (which approval will not be unreasonably withheld, conditioned or delayed, it being agreed that Parent shall be deemed to have given its approval if Parent fails to respond to a written request for approval within five (5) Business Days of receipt of the request), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X IX and the Effective Acceptance Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following and shall not permit any of its Subsidiaries to do any of the following:following (it being understood and hereby agreed that if any action is expressly permitted by any of the following subsections, such action shall be expressly permitted under Section 6.1(a)): (i) amend its certificate of incorporation or bylaws or comparable organizational documents or create any new Subsidiariesdocuments; (ii) issue, sell, deliver pledge, dispose of, grant, deliver, transfer, encumber, or agree agree, authorize, or commit to issue, sell sell, pledge or deliver dispose of, grant, deliver, transfer, or encumber (in each case, whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) ), any Company Securities or any Subsidiary Securities, except for (A) the issuance, delivery issuance and sale of shares Company Shares upon the exercise of Company Common Stock pursuant to Company Options, Company RSUs or the settlement of Company Restricted Stock Awards which are Shares, in each case, outstanding as of the date hereof upon or issued after the exercise or vesting thereof, as applicable, or pursuant to the Company ESPP date hereof in compliance with the terms of this Agreement or Section 6.1(b), and (B) grants to newly hired employees or directors of (x) Company RSUs and (y) Company Options, in each case, Options issued in the ordinary course of business consistent with past practice, in accordance with the limitations specified on Section 6.1(b) of the Company Disclosure Letter and with respect to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common Stock; (iii) directly or indirectly acquire, repurchase or redeem any Company Securities or Subsidiary Securities, except (A) repurchases of Company Securities pursuant to the terms and conditions of or applicable to Company Options or Company Restricted Shares outstanding as of the date hereof or issued after the date hereof in compliance with the terms of this Section 6.1(b) and (B) in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice, (C) Tax withholdings and exercise price settlements upon the exercise of Company Options or vesting the settlement of Company RSUs or Company Restricted Stock Awards or (D) the forfeiture to or repurchase by the Company of Company Common Stock in connection with the termination of service of a holder of a Company Restricted Stock AwardShares; (iv) (A) split, combine, subdivide subdivide, reclassify, directly or reclassify indirectly, any shares of its capital stock or securities convertible or exchangeable into or exercisable for any share of its capital stock, or (B) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock, or make any other actual, constructive or deemed distribution in respect of the shares of capital stock, except for cash dividends made by any direct or indirect wholly-owned Subsidiary of the Company to the Company or one of its wholly-owned Subsidiaries, or (C) enter into any agreement with respect to the voting of its capital stock; (v) propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, except for the transactions contemplated by this Agreement; (vi) (A) redeem, repurchase, prepay, defease, cancel, incur, create, incur or assume or otherwise acquire or modify in any material respect any long-term or short-term debt for borrowed monies or issue or sell any debt securities in excess of $100,000 individually or calls, options, warrants or other rights to acquire any debt securities of $300,000 in the Company or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoingaggregate, except for (1) debt incurred in the ordinary course of business consistent with past practice under the Company’s letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof, hereof in amounts not prohibited under the Company’s credit facility and (2) loans or advances between the Company and any direct or indirect Subsidiaries, or between any direct or indirect Subsidiaries in the ordinary course of business consistent with past practice and permitted under the Company’s credit facility, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except (1) such liabilities incurred in the ordinary course of business consistent with past practice and permitted by the Company’s credit facility, and (2) with respect to obligations of direct or indirect wholly-owned Subsidiaries of the Company, (C) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned Subsidiaries), except for travel business expense advances and business expenses in the ordinary course of business consistent with past practice to employees of the Company or any of its Subsidiaries, or (D) mortgage or pledge any of the Assetsits or its Subsidiaries’ material assets, tangible or intangible, or create or suffer to exist any Lien thereupon (other than Permitted Liens), except pursuant to the terms of ; provided that any letters of credit, lines of credit debt so incurred must be voluntarily prepayable without material premium or other credit facilities or arrangements in effect on the date hereofpenalties; (vii) except as may be required by applicable Law or Law, the terms of any Employee Plan as in effect on the date hereof, the terms of any Company Options or Restricted Shares outstanding on the date hereof or that may be granted hereafter as contemplated permitted by this Agreement, or the terms of any other agreement to which the Company is a party on the date hereof: (A) enter into, adopt, materially amend (including acceleration of vesting), modify or terminate any bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining severance or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any director, officer or employee in any manner, except, in any such case, with respect to Company Options granted pursuant to Section 6.1(b)(ii) hereof or pursuant to agreements entered into with non-officer employees hired or promoted to fill vacancies after the date of this Agreement, with a base salary and cash incentive compensation opportunity not to exceed 125% of the base salary and cash incentive compensation of the employee being replaced, in the ordinary course of business consistent with past practice; or (B) increase the compensation or benefits payable or provided, or to become payable of or provided to any director, officer or employeeemployee (other than salary or wage rate increases, and incentive compensation increases for employees or employees hired or promoted to fill vacancies in the ordinary course of business consistent with past practice pursuant to Section 6.1(b)(vii)(A)), pay or agree to pay any special bonus or special remuneration to any director, officer or employee, or pay or agree to pay any benefit not required by any plan Employee Plan or other plan, or arrangement or agreement as in effect as of the date hereof; (viii) hire, except in the ordinary course of business consistent terminate or transfer any (A) officer, vice president or similar employee with past practice senior management responsibilities with respect to any employee who is not a director the operation of the Company’s business, or executive officer, except in any such case (1B) in connection with the hiring of new employees who are not directors or executive officers other than in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant or pay hire any severance or termination pay to (or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice with respect to any independent contractor or employee who is not a director or executive non-officer or (D) increase benefits payable under any existing severance non-vice president or termination pay policies or employment agreements.similar employee; (viiiix) settle any pending or threatened material Legal Proceeding, except for the settlement of any Legal Proceeding that (A) for solely money damages is reflected or reserved against in the Company Balance Sheet, or (B) that does not result in payment by the Company or its Subsidiaries in excess of $250,000.00 100,000 individually or $500,000.00 350,000 in the aggregate and (B) as would not be reasonably likely to have any adverse impact on any other Legal Proceedingsaggregate; (ixx) license, disclose, sell, lease, transfer, abandon, let lapse, encumber, subject to any Lien (other than a Permitted Lien) or otherwise dispose of any material Company Intellectual Property Rights, other than licenses and disclosures in the ordinary course of business consistent with past practice; (xi) except as may be required as a result of a change in by applicable Law or in GAAP, make any material change in any of the accounting methodsprinciples, principles policies, procedures or practices used by it or change an annual accounting periodit; (xxii) except as required by applicable Law, (A) make make, revoke, or change any material Tax electionelection of the Company or any of its Subsidiaries, or with respect to the assets of the Company or any of its Subsidiaries, or (B) file any material amended Tax Return or material claim for refund of the Company or any of its Subsidiaries, or with respect to the assets of the Company or any of its Subsidiaries, or (C) enter into any closing agreement affecting any material Tax liability or material refund of the Company or any of its Subsidiaries, or (D) settle or compromise any material federalTax liability or material refund of the Company or any of its Subsidiaries, state, local or foreign income Tax liability, (CE) consent to any extension or waiver of any limitation period statute of limitations with respect to any claim or assessment for material TaxesTaxes of the Company or any of its Subsidiaries, (D) change any annual Tax accounting period or method of Tax accounting, (E) file any materially amended Tax Return, (F) enter into any closing agreement with respect to the assets of the Company or any Tax or (G) surrender any right to claim a material Tax refundof its Subsidiaries, in each case, other than in the ordinary course of business; (xixiii) other than in the ordinary course of business consistent with past practice, (A) acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any material equity interest therein or assets thereof or (B) sell, transfer, lease, license or otherwise dispose of any properties or assets of the Company or its Subsidiaries, which in either case are material to the Company and its Subsidiaries, taken as a whole; or (xii) make any capital expenditures other than capital expenditures provided for in the capital budget provided to Parent prior to the date of this Agreement and set forth on Section 6.1(b)(xii) of the Company Disclosure Letter; (xiii) make any changes or modifications to any investment or risk management policy or other similar policies (including with respect to hedging) or any cash management policy; (xiv) permit any insurance policy naming the Company or any of its Subsidiaries as a beneficiary or a loss payable payee to lapse, be canceled or expire unless a new policy with substantially identical coverage is in effect as of the date of lapse, cancellation or expiration; (xv) other than in the ordinary course of businessbusiness consistent with past practice, enter into any Contract for the lease or purchase of real property or materially modify the terms of any Lease; (xv) waive or provide any consent under any “standstill” or similar restrictions contained in any confidentiality or other agreements to which the Company or any of its Subsidiaries is a party; provided, however, that at any time prior to the Acceptance Date, the Company may waive or provide a consent under any “standstill” solely to permit a party to make a confidential Acquisition Proposal subject to the terms of, and only to the extent permitted by, Section 6.2 if the Company Board reasonably determines in good faith, after consultation with outside legal counsel, that the failure to take such actions could reasonably be expected to be inconsistent with the duties of the members of the Company Board under applicable Law and provided further that the Company shall not enforce and hereby waives any provision of any such confidentiality or other agreements that would prohibit a Person from requesting such termination, amendment, modification or waiver or from communicating confidentially an Acquisition Proposal to the Company Board; (xvi) take any action to exempt or make any person (other than LKQ, Parent or Acquisition Sub) not subject to the provisions of Section 203 of the DGCL or any other potentially applicable anti-takeover or similar statute or regulation; (xvii) other than in the ordinary course of business consistent with past practice, enter into, amend or modify in any material respect, terminate or fail to renew respect any Material Contract, Contract or any other Contract that would have been a Material Contract had it not been amended, terminated or non-renewed prior to the date of this Collective Bargaining Agreement; or (xvixviii) enter into a Contract to take, or otherwise authorize, commit, resolve, propose resolve or agree in any legally binding manner to take take, any of the actions prohibited by this Section 6.1(b). . (c) Notwithstanding the foregoing, nothing in this Agreement is intended to give LKQ or Parent, directly or indirectly, the right to control or direct the business or operations of the Company or its Subsidiaries at any time prior to the Appointment Acceptance Time. Prior to the Acceptance Time, the Company and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own respective businesses and operations.

Interim Conduct of Business. (a) Except (i) as contemplated or permitted by this Agreement or Agreement, (ii) as set forth in Section 6.1(a5.1(a) of the Company Disclosure Letter, or (iii) with the prior written approval of Parent (which approval will not be unreasonably withheld, delayed or conditioned), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X VIII and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall shall, and shall cause each of its Subsidiaries to (A) to, carry on its business and conduct its operations in the usual, regular and ordinary course of business and in substantially the same manner as heretofore conducted, compliance in all material respects with all applicable Laws and (B) Orders and use its commercially reasonable efforts, consistent with past practices and policies, best efforts to (I) keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, (II) Subsidiaries and to preserve the current relationships of the Company and each of its Subsidiaries with each of the customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations, (III) maintain all of its material operating assets in their current condition (normal wear and tear excepted) and (IV) maintain and relations as is reasonably necessary to preserve substantially intact its business organization and its material rights and franchisesorganization. (b) Except (i) as contemplated or permitted by this Agreement or Agreement, (ii) as set forth in Section 6.1(b5.1(b) of the Company Disclosure Letter, or (iii) with the prior written approval of Parent (which approval will not be unreasonably withheld, delayed or conditioned), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X VIII and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following and shall not permit any of cause its Subsidiaries not to do any of the following:following (it being understood and hereby agreed that if any action is expressly permitted by any of the following subsections, such action shall be expressly permitted under Section 5.1(a)): (i) amend its certificate of incorporation or bylaws or comparable organizational documents or create any new Subsidiariesdocuments; (ii) issue, sell, deliver deliver, pledge, dispose of, grant, encumber or agree otherwise subject to any Lien (other than a Permitted Lien), or agree, authorize or commit to issue, sell or deliver any of the foregoing (whether through the issuance or granting of securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, or the issuance or grant of any options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Equity Interests of the Company Securities or any Subsidiary Securities, except for (A) the issuance, delivery and sale issuances of shares of Company Common Stock to (A) participants in the Company ESPP pursuant to the terms thereof or (B) to holders of Company Options, Company RSUs Options or Company Restricted Stock Awards which are Stock-Based Awards, in each case outstanding as of the date hereof or granted in compliance with the terms of this Agreement as disclosed in Section 5.1(b) of the Company Disclosure Letter, upon the exercise or vesting thereof, as applicable, or pursuant to the Company ESPP in compliance with this Agreement or (B) grants to newly hired employees or directors of (x) Company RSUs and (y) Company Options, in each case, issued in the ordinary course of business consistent with past practice, in accordance with the limitations specified on Section 6.1(b) of the Company Disclosure Letter and with respect to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common Stock; (iii) directly or indirectly acquirerepurchase, repurchase redeem or redeem otherwise acquire any Company Securities or Subsidiary Securities, except in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary Equity Interests of the Company in the ordinary course of business consistent with past practiceor any Subsidiary, (C) except for Tax withholdings and exercise price settlements upon the exercise of Company Options or vesting with respect to Company Stock-Based Awards in the ordinary course of Company RSUs or Company Restricted Stock Awards or (D) the forfeiture to or repurchase by the Company of Company Common Stock in connection with the termination of service of a holder of a Company Restricted Stock Awardbusiness; (iv) (A) split, combine, subdivide or reclassify any shares of capital stock, or issue or authorize any other securities in respect of, in lieu of, or in substitution for shares of its capital stock or Equity Interests, (B) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock, or (C) make any other actual, constructive or deemed distribution in respect of the shares of capital stockstock or Equity Interests, except for cash dividends made by any direct or indirect wholly-wholly owned Subsidiary of the Company to the Company or one of its wholly-wholly owned Subsidiaries; (v) propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, except for the transactions contemplated by this Agreement; (vi) (A) redeem, repurchase, prepay, defease, cancel, incur, create, incur or assume any Indebtedness in excess of $1,000,000 individually or otherwise acquire or modify $5,000,000 in any material respect any long-term or short-term debt for borrowed monies or issue or sell the aggregate (provided that any debt securities or callsso incurred must be voluntarily prepayable without material premium, options, warrants or other rights to acquire any debt securities of the Company penalties or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoingother material costs), except for (1) debt incurred in the ordinary course of business under letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof, and hereof or issuances or repayment of commercial paper in the ordinary course of business or (2) loans or advances between the Company and any from direct or indirect Subsidiaries, or between any direct or indirect wholly owned Subsidiaries of the Company, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other PersonPerson in excess of $1,000,000 individually or $5,000,000 in the aggregate, except with respect to obligations of direct or indirect wholly-wholly owned Subsidiaries of the Company, (C) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned Subsidiaries)Person, except for travel advances and business expenses in the ordinary course of business consistent with past practice to employees of the Company or any of its Subsidiaries, or (D) mortgage or pledge any of the Assetsits or its Subsidiaries’ assets, tangible or intangible, or create or suffer to exist any Lien thereupon (other than Permitted Liens), except pursuant to the terms of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof; (vii) except as may be is expressly required by applicable Law or Order or the terms of any Employee Plan as in effect on the date hereof or as contemplated by this Agreement(it being understood that the foregoing exception does not permit the exercise of any discretion), (A) enter into, adopt, amend (including acceleration of vesting), modify or terminate any bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining severance or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any director, officer or employee in any manner, except in any such case (1) in connection with the hiring of new employees who are not directors or executive officers in the ordinary course of business, (2) in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business, and (3) in connection with any amendment of an Employee Plan that is required by Law or Order, (B) increase the compensation payable or to become payable of any director, officer or employee, pay or agree to pay any special bonus or special remuneration to any director, officer or employee, or pay or agree to pay any benefit not required by any plan or arrangement as in effect as of the date hereof, except in the ordinary course of business consistent with past practice with respect to any employee who is not a director or executive officer, except in any such case (1) in connection with the hiring of new employees who are not directors or executive officers in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant elect or pay approve any severance new executive officers or termination pay to (or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor directors of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice with respect order to any independent contractor or employee who is not replace a director or previous executive officer or (D) increase benefits payable under any existing severance or termination pay policies or employment agreements.director; (viii) except as is expressly required by applicable Law or Order or the terms of any Employee Plan as in effect on the date hereof (it being understood that the foregoing exception does not permit the exercise of any discretion), accelerate the end of any performance period, determination of performance criteria or payment of bonuses under the 3Bonus Plan for Executive Officers or any other bonus plan, policy or arrangement as a result of or in connection with the transactions contemplated by this Agreement; (ix) pay, discharge, satisfy or settle any pending or threatened Legal Proceeding, except for the payment, discharge, satisfaction or settlement of any pending or threatened Legal Proceeding that does not include any material obligation (other than the payment of money) to be performed by the Company or its Subsidiaries following the Effective Time and (A) for solely money damages not is fully reserved against in excess the Company Financial Statements, (B) involves the payment of no more than $250,000.00 500,000 individually or $500,000.00 2,500,000 in the aggregate and or (BC) as would not be reasonably likely results in a payment to have any adverse impact on any other Legal Proceedingsthe Company or a Subsidiary thereof of no more than $1,000,000 individually or $5,000,000 in the aggregate; (ixx) except as may be required as a result of a change in applicable Law or in Order or GAAP, make any material change in any of the accounting methods, principles or practices used by it or change an annual accounting periodaffecting its assets, liabilities or business; (xxi) (A) make any change in any material method of Tax accounting or material Tax compliance practice , (B) make, rescind or change any material Tax election, (BC) settle or compromise any material federal, state, local or foreign income Tax liability, (CD) surrender any right to claim a material refund of Taxes, (E) file any material amended Tax Return (except as required by Law or Order), or (F) consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, (D) change any annual Tax accounting period or method of Tax accounting, (E) file any materially amended Tax Return, (F) enter into any closing agreement with respect to any Tax or (G) surrender any right to claim a material Tax refund; (xixii) other than in the ordinary course of business consistent with past practicebusiness, (A) acquire (by merger, consolidation consolidation, acquisition, license or acquisition of stock or assetsotherwise) any other Person or any material equity interest therein or assets thereof in excess of $1,000,000 individually or $5,000,000 in the aggregate or (B) dispose of any material properties or assets of the Company or its Subsidiaries, which are material to the Company and its Subsidiaries, taken as a whole; or; (xiixiii) make any capital expenditures other than capital expenditures provided for in excess of $1,000,000 individually or $5,000,000 in the capital budget provided to Parent prior to aggregate for the date of this Agreement Company and its Subsidiaries taken as a whole, except as budgeted on the Company’s current plan set forth on Section 6.1(b)(xii5.1(b)(xiii) of the Company Disclosure Letter; (xiv) enter into any Material Contract of the type described in clauses (i), (ii), (iii), (iv), (v), (vi), (viii), (x), (xi), (xii) or (xiii) make any changes of Section 3.12(a), or modifications to any investment amend or risk management policy or other similar policies (including with respect to hedging) or any cash management policy; (xiv) permit any insurance policy naming the Company or any of its Subsidiaries as a beneficiary or a loss payable payee to lapse, be canceled or expire unless a new policy with substantially identical coverage is in effect as of the date of lapse, cancellation or expiration; (xv) other than in the ordinary course of business, enter into, amend modify in any material respect, or terminate or fail to renew any Material Contract, or any other Contract that would have been a Material Contract had it not been amended, terminated or non-renewed prior to the date of this Agreement; or (xvixv) announce an intention, enter into a Contract to formal or informal agreement, or otherwise authorize, commit, resolve, propose or agree make a commitment to take any of the actions prohibited by this Section 6.1(b5.1(b). . (c) The Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make any filing, pay any fee, or take any other action reasonably necessary to maintain the existence, validity, and effectiveness of material Company Intellectual Property and material Company Intellectual Property Rights. (d) Notwithstanding the foregoing, nothing in this Agreement is intended to give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the business or operations of the Company or its Subsidiaries at any time prior to the Appointment Effective Time. Prior to the Effective Time, the Company and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operations.

Interim Conduct of Business. (a) Except (i) as expressly contemplated or required by this Agreement or (ii) Agreement, required by applicable Law, as set forth in Section 6.1(a) 5.1 of the Company Disclosure Letter, or as approved by Parent, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X IX and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), each of the Company and each of the Company Subsidiaries shall and shall cause its Subsidiaries to (A) carry on its business and conduct its operations in the usual, regular and ordinary course of business consistent with past practice in substantially the same manner as heretofore conductedconducted and in compliance in all material respects with all applicable Laws, and (B) use its commercially reasonable efforts, consistent with past practices and policiespractices, to (I) preserve substantially intact its business organization, keep available the services of the current officers, key employees and consultants consultants, if any, of the Company and each of its the Company Subsidiaries, (II) and preserve the current relationships of the Company and each of its the Company Subsidiaries with customers, suppliers suppliers, distributors, licensors, licensees and other Persons with whom the Company or any of its the Company Subsidiaries has significant business relations, (III) maintain all of its material operating assets in their current condition (normal wear and tear excepted) relations and (IVC) maintain and preserve its business organization and its shall not take any action that would adversely affect or is reasonably likely to delay in any material rights and franchisesrespect the ability of either Parent or the Company to obtain any necessary approvals of any Governmental Authority or otherwise required for the transactions contemplated hereby. (b) Except (i) as expressly contemplated or permitted required by this Agreement or (ii) Agreement, required by applicable Law, as set forth in Section 6.1(b) 5.1 of the Company Disclosure Letter, or as approved by Parent, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X IX and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following and shall not permit any of its cause the Company Subsidiaries to not do any of the following: (i) cause, permit or propose any amendment to the articles of association or memorandum of association of the Company or amend its certificate any organizational document of incorporation or bylaws or comparable organizational documents or create any new SubsidiariesSubsidiary of the Company; (ii) issue, sell, pledge, dispose of, grant, transfer, encumber, authorize or deliver or agree or commit to issue, sell sell, pledge, dispose of, grant, transfer, encumber, authorize or deliver (whether through the issuance or granting of options, restricted stock units, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Securities or any Subsidiary Securities (including any right to receive a payment based on the price or value of any Company Securities or any Subsidiary Securities), except for (A) the issuance, delivery issuance and sale of shares of Company Common Stock Shares pursuant to Company Options, Options or Company RSUs or Company Restricted Stock Awards which are outstanding as of on the date hereof of this Agreement upon the exercise or vesting thereof, (as applicable, or pursuant to the Company ESPP in compliance with this Agreement or (B) grants to newly hired employees or directors of (x) Company RSUs thereof and (y) Company Options, in each case, issued in the ordinary course of business consistent with past practice, in accordance with the limitations specified on Section 6.1(b) of the Company Disclosure Letter and with respect to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common Stocktheir present terms; (iii) directly or indirectly acquire, repurchase repurchase, redeem or redeem otherwise acquire any Company Securities or Subsidiary Securities (including any right to receive a payment based on the price or value of any Company Securities or any Subsidiary Securities), except in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice, (C) Tax withholdings and exercise price settlements upon the exercise of Company Options or vesting of Company RSUs or Company Restricted Stock Awards or (D) outstanding on the forfeiture to or repurchase by the Company date of Company Common Stock this Agreement and in connection accordance with the termination of service of a holder of a Company Restricted Stock Awardtheir present terms; (iv) (A) split, combine, subdivide or reclassify any shares of capital stockshare capital, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for its share capital (B) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stockits share capital, or make any other actual, constructive or deemed distribution in respect of the shares of capital stockcapital, except for cash dividends made by any direct or indirect wholly-owned Subsidiary of the Company to the Company or one of its wholly-owned Subsidiariesthe Subsidiaries or (C) enter into, amend, or modify any shareholders rights agreement, rights plan, “poison pill,” or other similar agreement or instrument; (v) propose or to adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its the Company Subsidiaries, or elect or appoint any new directors or executive officers of the Company, except for the transactions contemplated by this Agreement; (vi) (A) redeemincur, prepay, repurchase, prepay, defease, cancel, incur, create, assume or otherwise acquire materially modify any Indebtedness or modify in guarantee any material respect any long-term or short-term debt for borrowed monies Indebtedness of another Person or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoingCompany Subsidiaries, except for (1) debt incurred in the ordinary course of business consistent with past practice under letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereofhereof a copy of which was made available to Parent prior to the date hereof or issuances or repayment of commercial paper in the ordinary course of business consistent with past practice, and (2) loans or advances between the Company and any direct or indirect Subsidiaries, or between any direct or indirect Subsidiaries of the CompanySubsidiaries, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations Indebtedness of any other Person, except with respect to obligations of direct or indirect wholly-owned Subsidiaries of the CompanyCompany incurred in the ordinary course consistent with past practice of such Subsidiary’s business, (C) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned Subsidiaries), except for travel business expense advances and business expenses in the ordinary course of business consistent with past practice to employees of the Company or any of its Subsidiariesthe Company Subsidiaries of not more than $10,000 per employee, or (D) mortgage or pledge any of its or the AssetsSubsidiaries’ material assets, tangible or intangible or create or suffer to exist any Lien thereupon (other than Permitted Liens), except pursuant to Liens or Liens granted in connection with the terms incurrence of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereofIndebtedness permitted under this Section 5.1(b)(vi)); (vii) except as may be required by applicable Law or the terms of any Employee Plan or Contract as in effect on prior to the date hereof that has been provided or as contemplated made available to the Parent prior to the date hereof and except for the grant of bonuses to certain employees of the Company and Company Subsidiaries, in an aggregate amount not to exceed $750,000 in accordance with Schedule 5.1(b)(viii), which shall be pre approved by this Agreement, the Parent, (A) enter into, adopt, amend in any material respect (including acceleration of vesting), modify ) or terminate any material bonus, profit sharing, incentive, compensation, severance, retention, termination, change of control, option, restricted stock unit, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining severance or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any directorcurrent or former employee, officer officer, director or employee other service provider of the Company or any of the Company Subsidiaries in any manner, (B) increase the compensation or benefits (including any severance, change of control, termination or similar compensation or benefits) payable or to become payable to any current or former employee, officer, director or other service provider of the Company or any director, officer or employeeof the Company Subsidiaries, pay or agree to pay any special bonus or special remuneration to any directorsuch employee, officer officer, director or employeeother service provider, or pay or agree to pay any material benefit not required by any plan or arrangement as in effect as of the date hereof, except make any loans to any of such employees, officers, directors or other service providers (other than advancement of business expenses in the ordinary course of business and consistent with past practice practices, of not more than $10,000 per employee), or make any change in its existing borrowing or lending arrangements for or on behalf of any such persons pursuant to an employee benefit plan or otherwise, in each case of (A) and (B) except as permitted by Section 5.1(b)(ii), (C) announce, implement, or effect any reduction in labor force, layoff, early retirement program, severance program or other program or effort concerning the termination of employment of its employees, other than routine employee terminations consistent with respect past practices, (D) adopt or enter into any collective bargaining agreement, works council agreement or other labor union Contract applicable to its employees, or (E) hire or engage any employee who is not a new employee, officer, director or executive officerother service provider of the Company or any of the Company Subsidiaries, except or terminate the employment thereof, other than hiring or firing of employees or other service providers with total annual compensation not in any such case (1) excess of $75,000 per employee or other service provider, as applicable and $200,000 in connection with the hiring of new employees who are not directors or executive officers aggregate, and in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant or pay any severance or termination pay to (or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice with respect to any independent contractor or employee who is not a director or executive officer or (D) increase benefits payable under any existing severance or termination pay policies or employment agreements.; (viii) settle any pending or threatened Legal Proceeding, except for the settlement of any Legal Proceeding (A) for solely money damages not in excess of $250,000.00 individually or $500,000.00 in the aggregate and (B) as would not be reasonably likely to have any adverse impact on any other Legal Proceedings; (ix) except as may be required as a result of a change in applicable Law or in GAAPGAAP after the date hereof, make any material change in any of the accounting methods, principles or practices used by it (including any change in depreciation or amortization policies), or make any material change an annual in internal accounting periodcontrols or disclosure controls and procedures; (ix) (A) acquire or license any material amount of assets, or (B) make or agree to make any new capital expenditure or expenditures that, individually, is in excess of $50,000 or, in the aggregate, are in excess of $150,000, except for capital expenditures and acquisition of assets or licenses that are contemplated by the Company’s 2015 budget made available to Parent prior to the date hereof; (x) (A) acquire or agree to acquire (by merger, consolidation or acquisition of stock or assets or by any other manner) (1) any business or other Person or any material equity interest therein or (2) any assets that are material, individually or in the aggregate, to the Company and the Company Subsidiaries, (B) enter into any Contract (other than inter- company Contracts) with respect to a joint venture, strategic alliance or partnership that is material to the Company and the Company Subsidiaries, taken as a whole; or (C) other than in the ordinary course consistent with past practice, sell, lease (as lessor), license or otherwise dispose of or subject to any Lien any properties or assets of the Company or the Subsidiaries, which are material to the Company and the Company Subsidiaries, taken as a whole; (xi) prepare or file any income Tax Return or other material Tax Return in a manner inconsistent with past practice or, on any such Tax Return, take any material position inconsistent with past practice, make or change any material Tax election, (B) settle or otherwise compromise any material federalclaim relating to Taxes, statesettle any material dispute relating to Taxes, local adopt or foreign income change any accounting method in respect of Taxes, enter into any Tax liabilityindemnity, (C) sharing, allocation agreement or closing agreement, or consent to any extension or waiver of the statute of limitations period applicable to any limitation period material Tax claim or assessment, request any ruling or similar guidance with respect to any claim or assessment for material Taxes, other than as set forth in Section 5.8 (D) change any annual Tax accounting period or method of Tax accounting, (E) file any materially amended Tax Return, (F) enter into any closing agreement with respect to any Tax or (G) surrender any right to claim a material Tax refundRulings); (xixii) (A) discharge, settle or satisfy any claims, liabilities, litigation or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) in an amount in excess of $250,000 individually or $500,000 in the aggregate, other than the payment, discharge, settlement or satisfaction of liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (or the notes thereto) of the Company included in the Company Reports, (B) cancel any material Indebtedness (individually or in the aggregate) or waive any claims or rights with a value in excess of $100,000, or (C) give any material discount, accommodation or other concession (other than in the ordinary course of business consistent with past practice) in order to accelerate or induce the collection of any receivable; (xiii) except in the ordinary course of business consistent with past practice, (A) acquire (by merger, consolidation or acquisition of stock or assets) enter into any other Person or any material equity interest therein or (B) dispose of any properties or assets of the Company or its Subsidiaries, which are material to the Company and its Subsidiaries, taken as a whole; or (xii) make any capital expenditures other than capital expenditures provided for in the capital budget provided to Parent prior to the date of this Agreement and set forth on Section 6.1(b)(xii) of the Company Disclosure Letter; (xiii) make any changes or modifications to any investment or risk management policy or other similar policies (including with respect to hedging) or any cash management policy; (xiv) permit any insurance policy naming the Company or any of its Subsidiaries as a beneficiary or a loss payable payee to lapse, be canceled or expire unless a new policy with substantially identical coverage is in effect as of the date of lapse, cancellation or expiration; (xv) other than in the ordinary course of business, enter into, amend in any material respect, terminate or fail to renew any Material Contract, or any other Contract that would have been constitute a Material Contract had it not been amended, terminated or non-renewed prior to the date of this Agreement; or (xvi) enter if entered into a Contract to or otherwise authorize, commit, resolve, propose or agree to take any of the actions prohibited by this Section 6.1(b). Notwithstanding the foregoing, nothing in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the business or operations of the Company or its Subsidiaries at any time prior to the Appointment Time.date hereof, (B) modify or amend in any material respect any Material Contract,

Interim Conduct of Business. (a) Except (i) as contemplated expressly required by this Agreement or Agreement, (ii) required by applicable Law (including any requirement of the SEC), (iii) as set forth in Section 6.1(a5.1(a) of the Company Disclosure LetterLetter or (iv) as approved in writing in advance by Parent (which approval shall not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X ARTICLE IX and the Effective Time, unless each of the Company and its Subsidiaries shall carry on its business in the usual and ordinary course of business, consistent with past practice, in all material respects and, to the extent consistent with past practice, shall use its commercially reasonable efforts to preserve in all material respects its business organization intact, and preserve the current relationships of the Company and its Subsidiaries with Persons with whom the Company or its Subsidiaries has significant business relations in all material respects and keep available the services of the present key employees in all material respects. (b) Without derogating from the foregoing, except (i) as expressly required by this Agreement, (ii) required by applicable Law (including any requirement of the SEC), (iii) as set forth in Section 5.1(b) of the Company Disclosure Letter, or (iv) as approved in writing in advance by Parent otherwise provides its prior written consent (which consent approval shall not be unreasonably withheld, conditioned or delayed), the Company shall and shall cause its Subsidiaries to (A) carry on its business and conduct its operations in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and (B) use its commercially reasonable efforts, consistent with past practices and policies, to (I) keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, (II) preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons whom the Company or any of its Subsidiaries has significant business relations, (III) maintain all of its material operating assets in their current condition (normal wear and tear excepted) and (IV) maintain and preserve its business organization and its material rights and franchises. (b) Except (i) as contemplated or permitted by this Agreement or (ii) as set forth in Section 6.1(b) of the Company Disclosure Letter, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X ARTICLE IX and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following and shall not permit any of its Subsidiaries to do any of the following, in each case directly or indirectly: (i) amend its certificate of incorporation the Charter Documents or bylaws any other governing or comparable organizational documents of the Company or create of any new Subsidiariesof the Subsidiaries of the Company, or enter into any agreement with respect to voting or registration of its capital stock or other equity interests; (ii) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Securities or any Subsidiary Securitiessecurities of its Subsidiaries, except for (A) the issuance, delivery issuance and sale of shares of Company Common Stock Shares pursuant to Company Options, Options and Company RSUs or Company Restricted Stock Awards which are outstanding as of on the date hereof upon the exercise or vesting settlement thereof, as applicable, or pursuant to the Company ESPP in compliance with this Agreement or (B) grants to newly hired employees or directors of (x) Company RSUs and (y) Company Options, in each case, issued in the ordinary course of business consistent with past practice, in accordance with their terms as in effect on the limitations specified on Section 6.1(b) of the Company Disclosure Letter and with respect to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common Stockdate hereof; (iii) directly or indirectly acquire, repurchase repurchase, redeem or redeem otherwise acquire any Company Securities or Subsidiary Securitiesany securities of its Subsidiaries, except in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice, (C) Tax withholdings and exercise price settlements upon the exercise of Company Options or vesting of and Company RSUs or Company Restricted Stock Awards or (D) the forfeiture to or repurchase by the Company of Company Common Stock in connection accordance with the termination terms of service such Company Options and Company RSUs as of a holder of a Company Restricted Stock Awardthe date hereof; (iv) (A) split, combine, subdivide or reclassify any shares of share capital stock, or (B) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stockits share capital, or make any other actual, constructive or deemed distribution in respect of the shares of capital stockshare capital, except for cash dividends made by any direct or indirect wholly-the Company’s wholly owned Subsidiary of the Company Subsidiaries to the Company or one of its wholly-owned SubsidiariesCompany; (v) propose completely or partially liquidate the Company or any of its Subsidiaries or adopt a plan of complete or partial liquidation, dissolution, mergerrecapitalization, consolidation, restructuring, recapitalization restructuring or other reorganization of with respect to the Company or any of its Subsidiaries, except for the transactions contemplated by this Agreementor merge or consolidate with any Person; (vi) (A) redeem, repurchase, prepay, defease, cancel, incur, create, incur or assume any Indebtedness or otherwise acquire or modify in guarantee any material respect any long-term or short-term debt for borrowed monies Indebtedness of another Person or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoingsecurities, except for (1) debt Indebtedness incurred in the ordinary course of business under letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereofan aggregate amount not to exceed $250,000, and (2) loans loans, advances or advances guarantees between the Company and any direct or indirect its wholly-owned Subsidiaries, or between any direct or indirect Subsidiaries of the Company, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except with respect to obligations of direct or indirect wholly-owned Subsidiaries of the Company, (C) make any loans, advances or capital contributions to or investments in any other Person (other than to the Company or any direct or indirect Company’s wholly-owned Subsidiaries), except for travel business expense advances and business expenses to Company directors or employees in the ordinary course of business consistent with past practice to employees of the Company or any of its Subsidiariespractice, or (DC) mortgage or pledge any of the Assetsits assets, tangible or intangible (including Owned Intellectual Property Rights or rights under Licensed Intellectual Property Rights) or (D) create or suffer to exist any Lien thereupon (other than Permitted Liens), except pursuant to Liens or Liens granted in connection with the terms incurrence of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereofIndebtedness permitted under this ‎Section 5.1(b)(vi)); (vii) except as may be required by applicable Law or the terms of any Employee Plan or Contract as in effect on the date hereof or as contemplated by this Agreementhereof, (A) enter into, adopt, amend in any respect (including acceleration of vesting), modify ) or terminate any bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining severance or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any director, officer or employee in any manner, except for, in the event of termination of an employee pursuant to clause (D), termination of such employee’s employment agreement and removal of such employee from benefits plans in connection therewith, (B) increase the compensation payable or to become payable of to any director, officer or employee, pay or agree to pay any special bonus or special remuneration to any director, officer or employee, or pay or agree to pay any payment or benefit not required by any plan or arrangement Employee Plan as in effect as of the date hereof, except (C) take any action to accelerate the vesting or payment, or fund or in any way secure, the ordinary course payment of business consistent with past practice with respect compensation or benefits under any Employee Plan, to the extent not already provided in such Employee Plan, (D) terminate the employment of any employee who is not a director of the Company or executive officerany of its Subsidiaries, except in any such case (1) in connection with the hiring of new that employees who are not directors or executive officers may be terminated in the ordinary course of business consistent with past practice, and or (2E) in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant or pay hire any severance or termination pay to (or amend any such existing arrangement with) any current or former director, officer, individual as an employee or independent contractor of the Company or any of its Subsidiaries, except that employees (other than officers or members of management) may be hired in the ordinary course of business consistent with past practice and on terms consistent with respect to the terms of similarly situated employees, provided that (1) the total employee headcount of the Company and its Subsidiaries does not exceed the amount set forth in Section 5.1(b)(vii) of the Disclosure Letter, (2) any independent contractor agreement entered into with a newly hired employee will not include a notice period longer than 30 days, and will not include severance in excess of that required by applicable Law, equity awards, bonus target or employee who is not a director guaranteed bonus, or executive officer any retention or other special compensation, and (D3) increase benefits payable under any existing severance or termination pay policies or employment agreements.the Company will consult with Parent in advance regarding each new hiring; (viii) settle any pending or threatened Legal Proceeding, except for the settlement of any Legal Proceeding (A) for solely money damages not in excess of $250,000.00 individually or $500,000.00 in the aggregate and (B) as would not be reasonably likely to have any adverse impact on any other Legal Proceedings; (ix) except as may be required as a result of a change in applicable Law or in U.S. GAAP, make any material change in any of the accounting methods, principles or practices used by it or change an annual accounting periodit; (x) (Aix) make or change agree to make any material Tax election, (B) settle new capital expenditure or compromise any material federal, state, local or foreign income Tax liability, (C) consent to any extension or waiver of any limitation period other expenditures with respect to any claim property, plant or assessment equipment, except for material Taxes, (D) change any annual Tax accounting period or method of Tax accounting, (E) file any materially amended Tax Return, (F) enter into any closing agreement with respect to any Tax or (G) surrender any right to claim a material Tax refund; (xi) other than capital expenditures in the ordinary course of business consistent with past practicepractice to the extent included in (and in accordance with) the Company’s annual expense budget provided to Parent prior to the date of this Agreement, which budget shall remain in effect for purposes of this Section 5.1(b)(ix) until the Closing; (A) acquire or agree to acquire (by merger, consolidation or acquisition of stock stock, assets, rights or assetsby any other manner), or invest in, any business (or portion thereof) any or other Person or any material equity interest therein or other assets or rights for consideration (or any other form of payment) in excess of $100,000 in the aggregate, except for purchases of inventory, services or supplies in the ordinary course of business consistent with past practice or other immaterial assets to extent otherwise expressly contemplated pursuant to Contracts in effect as of the date hereof and made available to Parent prior to the date hereof, or (B) other than sales of inventory in the ordinary course consistent with past practice, sell, lease (as lessor), license or otherwise dispose of or subject to any Lien any properties or assets of the Company or its Subsidiaries, which are either material to the Company and its Subsidiaries, taken as a whole; or, or for consideration in excess of $100,000 in the aggregate; (xi) sell, lease, license or otherwise transfer or dispose of, abandon or permit to lapse, or fail to take any action necessary to maintain any Owned Intellectual Property Right or right under any Licensed Intellectual Property Right; (xii) make settle any capital expenditures Legal Proceedings, other than capital expenditures provided for the settlement of any Legal Proceeding (but not criminal or regulatory proceeding) in the capital budget provided to Parent prior to the date ordinary course of this Agreement and set forth on Section 6.1(b)(xii) of business, consistent with past practice, that solely require payments by the Company Disclosure Letterin an amount not to exceed, individually or in the aggregate, $150,000, and does not involve any admission of wrongdoing or injunctive or other equitable relief; (xiii) make any changes or modifications to any investment or risk management policy or other similar policies (including with respect to hedging) or any cash management policy; (xiv) permit any insurance policy naming the Company or any of its Subsidiaries as a beneficiary or a loss payable payee to lapse, be canceled or expire unless a new policy with substantially identical coverage is in effect as of the date of lapse, cancellation or expiration; (xv) other than in the ordinary course of businessbusiness consistent with past practice with respect to Material Contracts defined as such, or in the ordinary course of business consistent with past practice with respect to Contracts which would be Material Contracts, in each case pursuant to Section 3.10(ii), (A) enter into, amend in into any material respect, terminate or fail to renew new Contract (including by amendment of any Contract such that such Contract becomes a Material Contract, or any other Contract ) that would have been a Material Contract had if it not been amended, terminated or non-renewed were entered into prior to the date hereof, (B) terminate any Material Contract, (C) amend or modify in any material respect any Material Contract or (D) waive, release or assign any material rights, claims or benefits of this Agreementthe Company or any of its Subsidiaries under any Material Contract; (xiv) make or change any material Tax election, or adopt or change any material accounting method in respect of Taxes, or settle or finally resolve any Tax contest with respect to a material amount of Tax, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (xv) form or join any joint venture or similar arrangement; or (xvi) enter into a Contract to authorize any of, or otherwise authorizecommit or agree, commitin writing or otherwise, resolve, propose or agree to take any of of, the actions prohibited by this Section 6.1(b). foregoing actions. (c) Notwithstanding the foregoing, nothing in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the business or operations of the Company or its Subsidiaries at any time prior to the Appointment Effective Time. Prior to the Effective Time, the Company and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operations. (d) All notices, request for consents and other communications pursuant to this ‎Section 5.1 shall be in writing and delivered in accordance with ‎Section 10.2 and shall be sent by or to, as the case may be, the respective point of contact of the Company and/or Parent as detailed in ‎Section 5.1 of the Company Disclosure Letter.

Interim Conduct of Business. (a) Except (i) as contemplated expressly contemplated, required or permitted by this Agreement or Agreement, (ii) required by applicable Law, (iii) as set forth in Section 6.1(a) of the Company Disclosure Letter, or (iv) as consented to in writing by Parent (which consent will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X Section 10.1 and the Effective Acceptance Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), each of the Company shall and shall cause each of its Subsidiaries to shall (A) carry on its business and conduct its operations in the usual, regular and ordinary course in substantially the same a manner as heretofore conductedconsistent with past practices, and (B) use its commercially reasonable efforts, consistent with past practices and policies, to (I) keep available preserve intact its business organization, preserve its assets, rights and properties in good repair and condition, retain the services of the its current officers, key employees and consultants of the Company and each of preserve its Subsidiaries, (II) preserve the goodwill and current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons whom the Company or any of its Subsidiaries has significant business relations, (III) maintain all of its material operating assets in their current condition (normal wear and tear excepted) and (IV) maintain and preserve its business organization and its material rights and franchises. (b) Except In addition to and without limiting the generality of Section 6.1(a), except (i) as contemplated expressly contemplated, required or permitted by this Agreement or Agreement, (ii) required by applicable Law, (iii) as set forth in Section 6.1(b) of the Company Disclosure Letter, or (iv) as consented to in writing by Parent (which consent will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X Section 10.1 and the Effective Acceptance Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following and shall not permit any of its Subsidiaries to do any of the following:following (it being understood and hereby agreed that if any action is expressly permitted by any of the following subsections, such action shall be expressly permitted under Section 6.1(a)): (i) amend its certificate of incorporation or bylaws or comparable organizational documents or create any new Subsidiariesdocuments; (ii) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any shares of capital stock of, or other Equity Interests in, the Company Securities or any Subsidiary Securitiesof its Subsidiaries, or any securities convertible or exchangeable or exercisable for any shares of such capital stock or other Equity Interests, except for (A) for the issuance, delivery issuance and sale of shares of Company Common Stock pursuant to the vesting and/or exercise of Company Options, Company RSUs or Company Restricted Stock Awards which Options that are outstanding as of in existence on the date hereof upon the exercise or vesting thereofof this Agreement, as applicable, or pursuant to the Company ESPP in compliance with this Agreement or and (B) grants pursuant to newly hired employees requirements of Contracts of the Company or directors any of (x) Company RSUs and (y) Company Optionsits Subsidiaries that have been disclosed or made available to Parent, in each case, issued case as in existence on the ordinary course date of business consistent with past practice, this Agreement and on the terms in accordance with effect on the limitations specified on Section 6.1(b) of the Company Disclosure Letter and with respect to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common Stockdate hereof; (iii) directly or indirectly acquire, repurchase or redeem any shares of capital stock or other Equity Interests of the Company Securities or Subsidiary Securitiesany of its Subsidiaries, except in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice, (C) Tax withholdings and exercise price settlements upon the exercise of Company Options or vesting of Company RSUs or Company Restricted Stock Awards or (D) the forfeiture to or repurchase by the Company of Company Common Stock in connection with the termination of service of a holder of a Company Restricted Stock AwardStock; (iv) (A) split, combine, subdivide or reclassify any shares of capital stock or other Equity Interest, or issue or authorize the issuance of any other securities in lieu of or in substitution for shares of its capital stock, other Equity Interests or other securities, in each case of the Company or any of its Subsidiaries, (B) declare, set aside or pay any dividend or other distribution (whether payable in cash, shares or property or any combination thereof) in respect of any shares of capital stock, or make any other actual, constructive or deemed distribution in respect of the shares of capital stockstock of the Company or any of its Subsidiaries, or set any record date therefor, except for cash dividends made by any direct or indirect wholly-owned Subsidiary of the Company to the Company or one of its wholly-owned SubsidiariesSubsidiaries or (C) enter into any agreement with respect to the voting of its capital stock or other Equity Interest; (v) propose propose, adopt or adopt enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, except for the transactions contemplated by this Agreement; (vi) (A) redeem, repurchase, prepay, defease, discharge, cancel, incur, create, assume incur or otherwise acquire acquire, or modify in the terms of, any material respect any long-term or short-term debt indebtedness for borrowed monies money or issue or sell any debt securities or callsassume, optionsguarantee or endorse, warrants or other rights to acquire any debt securities of otherwise become responsible for, the Company or any of its Subsidiaries or enter into any agreement having the economic effect obligations of any of the foregoingPerson for borrowed money, except for (1A) debt incurred borrowings pursuant to existing credit facilities as in effect on the date hereof that are either (x) not in excess of $100,000 or (y) necessary for the operation of the business, and (B) business expense advances in the ordinary course of business under letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof, and (2) loans or advances between the Company and any direct or indirect Subsidiaries, or between any direct or indirect Subsidiaries of the Company, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except with respect to obligations of direct or indirect wholly-owned Subsidiaries of the Company, (C) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned Subsidiaries), except for travel advances and business expenses in the ordinary course of business consistent with past practice to employees of the Company or any of its Subsidiaries, or (D) mortgage or pledge any of the Assets, or create or suffer to exist any Lien thereupon (other than Permitted Liens), except pursuant to the terms of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof; (vii) except as may be required by applicable Law adopt or the terms of amend in any material respect any Employee Plan as in effect on Plan, hire or increase the date hereof compensation or as contemplated by this Agreementfringe benefits of, or enter into any severance agreement with (A) enter into, adopt, amend (including acceleration of vesting), modify or terminate any bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any director, executive officer or employee in any mannerconsultant, or (B) increase the compensation payable or to become payable of any director, officer or employee, pay or agree to pay any special bonus or special remuneration to any director, officer or employee, or pay or agree to pay any benefit not required by any plan or arrangement as in effect as of the date hereof, except in the ordinary course of business consistent with past practice with respect to any employee who that is not a director salaried at the Company’s headquarters or executive officerat the manager level or higher, except in any such each case (1) in connection with the hiring of new employees who are not directors or executive officers in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant or pay any severance or termination pay to (or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, or pay any benefit not provided for by any existing Employee Plan, in each case except in (a) as reasonably necessary to comply with applicable Law or existing Contracts made available to Parent prior to the ordinary course date of business this Agreement or (b) the termination or amendment of any Employee Plan that may be subject to Section 409A of the Code consistent with past practice Section 409A of the Code and any guidance issued thereunder in order to cause such Employee Plan to comply with respect to Section 409A of the Code, provided that such termination or amendment shall not materially increase any independent contractor compensation, benefits or liabilities thereunder, provided, that notwithstanding the foregoing, the Company may hire or increase the compensation of any director, executive officer, service provider or employee who that is not a director salaried or executive officer at the manager level or (D) increase benefits payable under any existing severance or termination pay policies or employment agreements.higher, if Parent is provided prior written notice and fails to object to such notice within 72 hours of receipt of such notice; (viii) settle settle, release, waive or compromise any pending or threatened Legal Proceeding, except for the settlement of any material Legal Proceeding against the Company or any of its Subsidiaries (A) for solely money damages not an amount to be paid by the Company in excess of $250,000.00 100,000 individually or $500,000.00 300,000 in the aggregate aggregate, and (B) that entails the incurrence of (1) any obligation (other than the payment of money) to be performed by the Company or its Subsidiaries following the Effective Time that is, individually or in the aggregate, material to the Company and its Subsidiaries, taken as whole or (2) obligations that would not be reasonably likely to have impose any adverse impact material restrictions on the business or operations of the Company or any other Legal Proceedingsof its Subsidiaries; (ix) except as may be required as a result of a change in applicable Law or in GAAP, make any material change in any of the accounting methods, principles or practices used by it or change an annual accounting periodit; (x) (A) make or change any material Tax election, (B) settle or compromise any material U.S. federal, state, local or foreign non-U.S. income Tax liability, or (C) consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, (D) change any annual Tax accounting period or method except, in each case, in the ordinary course of Tax accounting, (E) file any materially amended Tax Return, (F) enter into any closing agreement business consistent with respect to any Tax or (G) surrender any right to claim a material Tax refundpast practice; (xi) acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof, or make any loans, advances or capital contributions to or investments in any Person, in each case, in excess of $25,000 individually or $100,000 in the aggregate, except for intercompany loans, advances, contributions, acquisitions or investments between or among the Company and its wholly-owned Subsidiaries and not involving any third party; (xii) (A) enter into any agreement for any single capital expenditure in excess of $25,000 or capital expenditures for the Company and its Subsidiaries in excess of $200,000 in the aggregate, other than on an emergency basis, or (B) sell, pledge, dispose of, abandon, transfer, lease, sublease, assign, license, guarantee or encumber, or authorize the sale, pledge, disposition, abandonment, transfer, lease, sublease, license, guarantee or encumbrance of, any property, rights or assets (tangible or intangible) of the Company or any of its Subsidiaries having a current value in excess of $50,000 individually or $200,000 in the aggregate or any material Company Intellectual Property Rights (other than (I) sales of inventory or non-exclusive licenses of Intellectual Property in the ordinary course of business consistent with past practice and Permitted Liens, and (II) any abandonment, failure to maintain or other disposition of any Company Registered Intellectual Property Rights owned by the Company or any of its Subsidiaries in the ordinary course of business or in connection with any office actions or other prosecution matters); (xiii) (A) enter into, terminate or materially amend or modify any Material Contract or Contract that, if in effect on the date hereof, would have been a Material Contract, (B) waive any term of or any material default under, or release, settle or compromise any material claim against the Company or any of its Subsidiaries or liability or obligation owing to the Company or any of its Subsidiaries under, any Material Contract, or (C) enter into any Contract which contains a change of control or similar provision that would require a payment to the other party or parties thereto in connection with the Offer, the Merger or the other transactions contemplated in this Agreement (including in combination with any other event or circumstance); (xiv) enter into, terminate or amend any Material Contract for the purchase of inventory other than to provide for the purchase of inventory for immediate use or consumption; (xv) have executive officers of the Company knowingly permit any employee or other Person to remove any Assets of the Company or its Subsidiaries from the corporate office, warehouses, restaurants of the Company or any of its Subsidiaries’ facilities other than in connection with the performance of employment responsibilities in the ordinary course, consistent with past practices; (xvi) intentionally defer the payment of any accounts payable beyond the date such payable is due without penalty; (a) issue any coupons or complimentary rights for dining other than in the ordinary course of business consistent with past practice, (A) acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any material equity interest therein practice or (Bb) dispose sell any coupons or gift certificates at less than 85% of fair value; (xviii) waive any properties rights under or assets of amend the Company Rights Plan, except as expressly contemplated by this Agreement; (xix) adopt, propose, effect or its Subsidiariesimplement any “shareholder rights plan,” “poison pill” or similar arrangement, which are other than the Rights Plan; (xx) fail to maintain in full force and effect material to insurance policies covering the Company and its SubsidiariesSubsidiaries and their respective properties, taken as assets and businesses in a whole; or (xii) make any capital expenditures other than capital expenditures provided for form and amount consistent with past practice in the capital budget provided to Parent prior to the date of this Agreement and set forth on Section 6.1(b)(xii) of the Company Disclosure Letterall material respects; (xiiixxi) make grant any changes or modifications to Lien on any investment or risk management policy or of its assets, other similar policies (including with respect to hedging) or any cash management policythan Permitted Liens; (xivxxii) permit change its fiscal year; (xxiii) enter into any insurance policy naming new line of business outside of its existing business; (xxiv) implement or announce any material reductions in labor force, mass lay-offs or plant closings, early retirement programs, or new severance programs or policies concerning employees of the Company or any of its Subsidiaries (excluding routine employee terminations or terminations as a beneficiary or a loss payable payee to lapse, be canceled or expire unless a new policy with substantially identical coverage is determined in effect as the sole discretion of the date of lapse, cancellation or expirationCompany); (xvA) other than in the ordinary course of business, enter into, terminate or materially amend or modify any Lease (or any Material Contract for the purchase or sale of real property) to which the Company is obligated to pay or incur an obligation of more than $1,000 per month, (B) waive any material term of or any material default under, or release, settle or compromise any material claim against the Company or any of its Subsidiaries or liability or obligation owing to the Company or any of its Subsidiaries under, any Lease, or (C) enter into any Lease which contains a change of control or similar provision that would require a payment to the other party or parties thereto in connection with the Offer, the Merger or the other transactions contemplated in this Agreement (including in combination with any other event or circumstance) (xxvi) renew or enter into any non-compete, exclusivity, non-solicitation or similar agreement that would restrict or limit, in any material respect, terminate or fail to renew any Material Contract, the operations of the Company or any other Contract that would have been a Material Contract had it not been amended, terminated or non-renewed prior to the date of this Agreementits Subsidiaries; or (xvixxvii) enter into a Contract to into, renew or otherwise authorize, modify any indemnification agreement with any Indemnified Person; (xxviii) commit, resolve, propose authorize or agree to take any of the foregoing actions prohibited by this Section 6.1(b). or enter into any binding agreement, letter or similar agreement or arrangement to take any of the foregoing actions. (c) Notwithstanding the foregoing, nothing in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the business or operations of the Company or its Subsidiaries at any time prior to the Appointment Effective Time. Prior to the Effective Time, the Company and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operations.

Interim Conduct of Business. (a) Except (i) as contemplated expressly permitted by this Agreement or Agreement, (ii) as set forth in Section 6.1(a5.1(a) of the Company Disclosure Letter, or (iii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X VIII and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall shall, and shall cause each of its Subsidiaries to, subject to the restrictions set forth in Section 5.1(b), (A) carry on its business and conduct its operations in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and (B) use its commercially reasonable efforts, consistent with past practices and policies, to (I) keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, (II) and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons whom the Company or any of its Subsidiaries has significant business relations, (III) maintain all of its material operating assets in their current condition (normal wear and tear excepted) and (IV) maintain and relations as is reasonably necessary to preserve substantially intact its business organization and its material rights and franchisesorganization. (b) Except (ix) as contemplated or expressly permitted by this Agreement or as required by Law, (iiy) as set forth in Section 6.1(b5.1(b) of the Company Disclosure Letter, or (z) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed with respect to Section 5.1(b)(ii)(D), Section 5.1(b)(vii) through Section 5.1(b)(x), Section 5.1(b)(xv), Section 5.1(b)(xvi) and Section 5.1(b)(xviii)), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X VIII and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following and shall not permit any of its Subsidiaries to do any of the following:): (i) amend its certificate of incorporation or bylaws or comparable organizational documents or create any new Subsidiariesdocuments; (ii) issue, sell, deliver deliver, pledge, dispose of, or agree or commit to issue, sell or deliver deliver, pledge, dispose of (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) ), or subject to any Lien, any securities of the Company Securities or any Subsidiary Securities, or issue or commit to issue any equity interests of any class or issue or become a party to any subscriptions, warrants, rights, options, phantom units, convertible securities or other agreements or commitments of any character relating to the issued or unissued equity interests of the Company or any of its Subsidiaries (other than this Agreement and the agreements contemplated hereby), or grant any stock appreciation or similar rights, except for (A) the issuance, delivery issuance and sale of shares Shares upon the exercise of Company Common Stock pursuant to Company OptionsOptions outstanding as of the Agreement Date, solely in accordance with their terms as of the Agreement Date, or issued after the Agreement Date in compliance with the terms of this Section 5.1(b), (B) the issuance of Shares upon the vesting or settlement of Company RSUs or Company Restricted Stock Awards which are PSUs outstanding as of the date hereof upon Agreement Date, solely in accordance with their terms as of the exercise or vesting thereof, as applicableAgreement Date, or issued after the Agreement Date in compliance with the terms of this Section 5.1(b), (C) the issuance and sale Table of Contents of Shares to participants in the Company ESPP at the end of the current offering period pursuant to the Company ESPP in compliance with this terms thereof as of the Agreement or Date (Bexcept to the extent the same may be modified pursuant to Section 2.7(h)), and (D) grants to newly hired employees or directors the grant of (x) Company RSUs and (y) Company Options, in each case, issued to service providers in the ordinary course of business consistent with past practice, in accordance compliance with the limitations specified on terms set forth in Section 6.1(b5.1(b)(ii)(D) of the Company Disclosure Letter and with respect to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common StockLetter; (iii) directly or indirectly acquire, repurchase or redeem or otherwise acquire, or authorize or propose the redemption or acquisition of, directly or indirectly, any securities of the Company Securities (including any subscriptions, warrants, rights, options, phantom units, convertible securities or other agreements or commitments of any character relating to the issued or unissued equity interests of the Company) or any Subsidiary Securities, except (A) repurchases of Shares pursuant to the terms and conditions of Company Options, Company RSUs or Company PSUs outstanding as of the Agreement Date, or issued after the Agreement Date in compliance with the terms of this Section 5.1(b) and (B) in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice, (C) Tax withholdings and exercise price settlements settlements, as applicable, upon the exercise of Company Options or vesting settlement of vested Company RSUs or vested Company Restricted Stock Awards or (D) PSUs in accordance with their terms as of the forfeiture to or repurchase by the Company of Company Common Stock in connection with the termination of service of a holder of a Company Restricted Stock AwardAgreement Date; (iv) (A) split, combine, subdivide or reclassify reclassify, or adjust or amend the rights of any shares of capital stockstock or other equity interests of the Company of any of its Subsidiaries, or (B) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock, or other equity interests, or make any other actual, constructive or deemed distribution in respect of the shares of capital stockstock or other equity interests, except for cash dividends or other distributions made by any direct or indirect wholly-owned Subsidiary of the Company to the Company or one of its wholly-owned Subsidiaries, (C) adjust the exercise price of any options or make any other payment in respect of any option in connection with the declaration, setting aside or payment of any dividend or distribution or (D) enter into any Contract with respect to the voting or registration of its capital stock; (v) merge or consolidate itself with any other Person or propose or adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, except for the transactions contemplated by this Agreement; (vi) (A) redeemexcept as required by applicable Law or this Agreement, repurchaseconvene any regular or special meeting of the Company Stockholders or of the holders of any Subsidiary Securities, prepayor (B) take any action to exempt or make not subject to the provisions of Section 203 of the DGCL or any other similar Law, defeaseany Person (other than Parent, cancelAcquisition Sub or any Subsidiary of Parent) or any action taken thereby, which Person or action would otherwise have been subject to the restrictive provisions thereof and not exempt therefrom; (vii) (A) incur, create, assume or otherwise acquire or modify in become liable for any material respect Indebtedness, including through borrowings under any long-term or short-term debt for borrowed monies of the Company’s existing credit facilities, or issue or sell any debt securities or calls, options, warrants warrants, calls or other rights to acquire any debt securities Indebtedness of the Company or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoingSubsidiaries, except for (1) debt incurred in the ordinary course incurrence of business Indebtedness under letters of credit, lines of credit or other credit facilities or arrangements in effect issued by the Company and outstanding on the date hereofAgreement Date as a result of changes in foreign currency exchange rates as compared to the U.S. dollar, and (2) loans or advances between the Company Table of Contents and any of its direct or indirect wholly-owned Subsidiaries, or between any of its direct or indirect Subsidiaries of the Companywholly-owned Subsidiaries, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except with respect to obligations of direct or indirect wholly-owned Subsidiaries of the Company, (C) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned SubsidiariesSubsidiaries of the Company), except for travel or business expense advances and business expenses in the ordinary course of business consistent with past practice to employees of the Company or any of its Subsidiaries, or (D) sell, lease, mortgage or pledge or transfer or dispose of any of the Assetsits or its Subsidiaries’ assets, tangible or intangible, or create or suffer to exist any Lien thereupon (other than Permitted LiensLiens and except for sales of Company Products or Out-bound Licenses in the ordinary course of business), except pursuant or (E) or take any action that would result in any amendment, modification or change of any term of any Indebtedness of the Company or any of its Subsidiaries; provided that the Company may, upon the expiration of the term of its existing credit facility negotiate a new credit facility with a term not to exceed 12 months but otherwise on terms no less favorable to the terms of any letters of credit, lines of Company that the expired credit or other credit facilities or arrangements in effect on the date hereoffacility; (viiviii) except (X) as may be required by applicable Law or the terms of any Employee Plan as in effect on the date hereof Agreement Date listed in Section 3.17(a) of the Company Disclosure Letter, or (Y) the treatment of equity awards as contemplated specifically provided by this Agreement, : (A) (1) enter into, adopt, amend (including acceleration of vesting), modify accelerate the vesting or terminate any bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare payment of any directorcompensation or benefits or the funding of any payment or benefit, officer or employee in any manner, (B) increase the compensation payable or to become payable (including taking any action to amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any Employee Plan, Stock Plan or other documents governing the terms of any directorequity awards) to be received by, officer or employee, (2) pay or agree to pay any special bonus or special remuneration to any directorretention, officer or employeechange in control, severance, or pay termination benefit to, or (3) increase or agree to pay increase the compensation or benefits payable or to become payable to, its current or former directors, officers, employees, or individual independent contractors (or any benefit not required by any plan of their dependents or arrangement as in effect as of the date hereofbeneficiaries), except for (x) increases in the ordinary course of business consistent with past practice with respect to any employee who is not a director or executive officer, except in any such case (1) salary in connection with the hiring of new employees who are not directors or executive officers Company’s annual focal review which increases do not, in the ordinary course aggregate, exceed the amount set forth in Section 5.1(b)(viii) of business consistent with past practicethe Company Disclosure Letter for employees below the level of vice president or whose individual or target cash earnings are less than $225,000, (y) payments of bonuses for the Company’s 2017 fiscal year pursuant to current plans in place and the specific terms thereunder (provided that the Company shall be permitted to pay bonuses for the Company’s fiscal year ending December 31, 2017 pursuant to the applicable Employee Plan as if the applicable performance targets were fully achieved at target levels, and such payments may be made by the Company on the earlier of (2i) the payroll date of the last regularly scheduled pay period of the 2017 calendar year or (ii) the payroll date of the last regularly scheduled pay period prior to the Closing), or (z) increases of salary, wages and target incentive compensation in connection with the promotion of employees who are not directors or executive officers (an existing employee to a level below vice president and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant or pay any severance or termination pay to (or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice with respect to any independent contractor or employee who is not a director or executive officer or (D) increase benefits payable under any existing severance or termination pay policies or employment agreements. (viii) settle any pending or threatened Legal Proceeding, except for the settlement of any Legal Proceeding (A) for solely money damages not in excess of annual base salary below $250,000.00 individually or $500,000.00 in the aggregate and 225,000; (B) as would not be reasonably likely to have any adverse impact on any terminate (other Legal Proceedings; (ix) except as may be required as a result of a change in applicable Law or in GAAPthan termination for cause), make any material change in any of the accounting methods, principles or practices used by it promote or change an annual accounting period; the title of any director or any employee at the level of vice president or higher (xretroactively or otherwise) (A) make or change any material Tax election, (B) settle or compromise any material federal, state, local or foreign income Tax liability, terminate more than five employees at a level below vice president without cause without prior consultation with Parent; (C) consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, (D) change any annual Tax accounting period or method of Tax accounting, (E) file any materially amended Tax Return, (F) enter into any closing material agreement with respect to any Tax labor dispute, organizing activity or proceeding, or any lockouts, slowdowns, strikes or work stoppages, or threats of any thereof; or (GD) surrender any right to claim a material Tax refund; (xi) other than in the ordinary course of business consistent with past practiceestablish, (A) acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any material equity interest therein or (B) dispose of any properties or assets of the Company or its Subsidiaries, which are material to the Company and its Subsidiaries, taken as a whole; or (xii) make any capital expenditures other than capital expenditures provided for in the capital budget provided to Parent prior to the date of this Agreement and set forth on Section 6.1(b)(xii) of the Company Disclosure Letter; (xiii) make any changes or modifications to any investment or risk management policy or other similar policies (including with respect to hedging) or any cash management policy; (xiv) permit any insurance policy naming the Company or any of its Subsidiaries as a beneficiary or a loss payable payee to lapse, be canceled or expire unless a new policy with substantially identical coverage is in effect as of the date of lapse, cancellation or expiration; (xv) other than in the ordinary course of businessadopt, enter into, or materially amend in any material respect, terminate or fail to renew any Material Contract, Employee Plan (or any other Contract arrangement that would have been be a Material Contract had it not been amended, terminated or non-renewed prior to material Employee Plan if in effect on the date hereof), other than (X) ordinary course annual renewals of this Agreement; or (xvi) enter into a Contract or modifications to or otherwise authorize, commit, resolve, propose or agree to take any of the actions prohibited by this Section 6.1(b). Notwithstanding the foregoing, nothing in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the business or operations of the Company or its Subsidiaries at any time prior to the Appointment Time.Employee Plans that are employee health and welfare benefit plans

Interim Conduct of Business. (a) Except (i) as contemplated contemplated, required or permitted by this Agreement or Agreement, (ii) as required by applicable Law, (iii) as set forth in Section 6.1(a) 5.1 of the Company Disclosure Letter, or (iv) as approved by Parent in writing (which approval shall not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X IX and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), each of the Company shall and shall cause its Subsidiaries to shall (A) carry on its business and conduct its operations in all material respects in the usual, regular and ordinary course of business consistent with past practice, in substantially the same manner as heretofore conducted, and (B) to the extent consistent with past practices, use its commercially reasonable effortsefforts to preserve substantially intact its business organization, consistent with past practices and policies, to (I) keep available the services of the current officersofficers and key employees, key employees and consultants of the Company and each of its Subsidiaries, (II) preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers suppliers, distributors and other Persons with whom the Company it has significant business relations (either directly or through any of its Subsidiaries has significant business relations, (III) maintain all of its material operating assets in their current condition (normal wear and tear excepted) and (IV) maintain and preserve its business organization and its material rights and franchisesSubsidiaries). (b) Except (i) as contemplated contemplated, required or permitted by this Agreement or Agreement, (ii) required by applicable Law, (iii) as set forth in Section 6.1(b) 5.1 of the Company Disclosure Letter, or (iv) as approved by Parent in writing (which approval shall not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X IX and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following and shall not permit any of its Subsidiaries to do any of the following:following (it being understood and hereby agreed that if any action is expressly permitted by any of the following subsections or by Section 5.1 of the Company Disclosure Letter, such action shall be expressly permitted under all other subsections of this Section 5.1(b) and shall be expressly permitted under Section 5.1(a)): (i) cause, permit or propose any amendment to the articles of association of the Company or amend its certificate any organizational document of incorporation or bylaws or comparable organizational documents or create any new SubsidiariesSubsidiary of the Company; (ii) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Securities or any Subsidiary Securities, except for (A) the issuance, delivery issuance and sale of shares of Company Common Stock Shares pursuant to Company Options, Company RSUs or Company Restricted Stock Awards which are Options outstanding as of on the date hereof of this Agreement upon the exercise or vesting thereof, (as applicable, or pursuant to the Company ESPP in compliance with this Agreement or (B) grants to newly hired employees or directors of (x) Company RSUs thereof and (y) Company Options, in each case, issued in the ordinary course of business consistent with past practice, in accordance with the limitations specified on Section 6.1(b) of the Company Disclosure Letter and with respect to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common Stocktheir present terms; (iii) directly or indirectly acquirerepurchase, repurchase redeem or redeem otherwise acquire any Company Securities or Subsidiary Securities, except in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice, (C) Tax withholdings and exercise price settlements upon the exercise of Company Options or vesting outstanding on the date of Company RSUs or Company Restricted Stock Awards or (D) the forfeiture to or repurchase by the Company of Company Common Stock this Agreement and in connection accordance with the termination of service of a holder of a Company Restricted Stock Awardtheir present terms; (iv) (A) split, combine, subdivide or reclassify any shares share capital, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for its share capital stock, or (B) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stockits share capital, or make any other actual, constructive or deemed distribution in respect of the shares of capital stockcapital, except for cash dividends made by any direct or indirect wholly-owned Subsidiary of the Company to the Company or one of its wholly-owned Subsidiaries; and (ii) if the Effective Time does not take place on or before May 15, 2021, the Company may declare and pay cash dividends, in an amount per Company Share not exceeding NIS 1.20; (v) propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its the Subsidiaries, except for the transactions contemplated by this Agreement; (vi) (A) redeem, repurchase, prepay, defease, cancel, incur, create, incur or assume or otherwise acquire or modify in any material respect any long-term or short-term debt Indebtedness for borrowed monies money or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoingSubsidiaries, except for (1) (i) debt incurred in the ordinary course of business consistent with past practice under letters of credit, or guarantees, (ii) borrowings in the ordinary course of business, consistent with past practices, under the Company’s and Subsidiaries’ lines of credit or other credit facilities or arrangements in effect on the date hereof, and for working capital purposes, or (iii) issuances or repayment of commercial paper in the ordinary course of business, (2) loans or advances between the Company and any direct or indirect Subsidiaries, or between any direct or indirect Subsidiaries Subsidiaries, and (3) as set forth under Section 5.1(vi)(3) of the CompanyCompany Disclosure Letter, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations Indebtedness for borrowed money of any other Person, except with respect to obligations of direct or indirect wholly-owned Subsidiaries of the Company or with respect to obligations of direct or indirect partially-owned Subsidiaries of the Company with respect to the Company’s pro-rata holdings thereof, (C) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned Subsidiaries), or donate any amount, except for travel advances loans and business expenses expense advances in the ordinary course of business consistent with past practice to employees of the Company or any of its Subsidiaries, or (D) mortgage or pledge any of the Assetsits or its Subsidiaries’ material assets, tangible or intangible or create or suffer to exist permit any Lien thereupon (other than Permitted Liens), except pursuant to Liens or Liens granted in connection with the terms incurrence of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereofIndebtedness for borrowed money permitted under this Section 5.1(b)(vi)); (vii) except as may be required by applicable Law Law, applicable Collective Bargaining Agreements, or the terms of any Employee Plan Plan, other agreement or legally binding custom, as in effect on the date hereof or hereof, and except as contemplated by this Agreement, specifically indicated in Schedule 5.1(b)(vii) hereto (A) enter into, adopt, amend (including acceleration of vestingthe “Compensation Schedule”), modify increase the compensation payable, benefits granted or terminate any bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining to become payable or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of granted to any director, officer or employee in of the Company or any mannerSubsidiary, (B) increase the compensation payable or to become payable of make any director, officer or employee, pay or agree to pay any special bonus or special remuneration loans to any director, officer or employee, or pay or agree to pay any benefit not required by any plan or arrangement as in effect as of the date hereofCompany’s or any Subsidiary’s directors, except officers or employees, agents or consultants (other than advancement of business expenses in the ordinary course of business consistent with past practice with respect to business), or make any employee who is not a director change in its existing borrowing or executive officer, except in lending arrangements for or on behalf of any such case (1) in connection with the hiring of new employees who are not directors persons pursuant to an employee benefit plan or executive officers in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant or pay any severance or termination pay to (or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice with respect to any independent contractor or employee who is not a director or executive officer or (D) increase benefits payable under any existing severance or termination pay policies or employment agreements.otherwise; (viii) settle grant or pay, or enter into any pending or threatened Legal Proceeding, except Contract providing for the settlement granting of, any severance, retention or termination pay, or the acceleration of vesting or other benefits, to any Legal Proceeding Person (other than payments or acceleration made pursuant to preexisting plans, policies or Contracts, copies of which have been provided to Parent prior to the date hereof, or which are made pursuant to this Agreement); (ix) hire (A) for solely money damages not in excess employees, other than (1) to fill vacancies arising due to terminations of $250,000.00 individually employment, or $500,000.00 in the aggregate and (B2) as would not be reasonably likely to have cause a material deviation from the Company’s cost of overall employment compensation as set forth in the Company’s 2021 budget, or (B) any adverse impact on any other Legal Proceedingsofficers; (ixx) except as may be required as a result of a change in applicable Law or in GAAPIFRS or by any Governmental Authority, make any material change in any of the accounting methods, principles or practices used by it (including any change in depreciation or change an annual accounting period; (x) (A) amortization policies), or make or change any material Tax election, (B) settle change in internal accounting controls or compromise any material federal, state, local or foreign income Tax liability, (C) consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, (D) change any annual Tax accounting period or method of Tax accounting, (E) file any materially amended Tax Return, (F) enter into any closing agreement with respect to any Tax or (G) surrender any right to claim a material Tax refunddisclosure controls and procedures; (xi) other than make or agree to make any capital expenditures that are in the ordinary course aggregate in excess of business consistent with past practice$750,000, except for capital expenditures that are contemplated by the Company’s 2020 and 2021 budgets made available to Parent prior to the date hereof; (xii) (A) acquire or agree to acquire (by merger, consolidation or acquisition of stock or assetsassets or by any other manner) (1) any business or other Person or any material equity interest therein or (2) any assets that are material, individually or in the aggregate, to the Company and the Company’s Subsidiaries, taken as a whole, except for purchases of inventory, services or supplies in the ordinary course of business consistent with past practice or other purchases contemplated by the Company’s 2020 and 2021 budgets made available to Parent prior to the date hereof, (B) enter into any Contract (other than inter-company Contracts) with respect to a joint venture, strategic alliance or partnership that is material to the Company and its Subsidiaries, taken as a whole; or (C) other than (i) in the ordinary course of business, (ii) transfers among the Company and its direct or indirect Subsidiaries or among its direct or indirect wholly-owned Subsidiaries, and (iii) disposition of obsolete tangible assets or expired or stale inventory, sell, lease (as lessor), license, assign or otherwise dispose of or subject to any Lien (other than Permitted Liens or Liens granted in connection with the incurrence of any Indebtedness for borrowed money permitted under this Section 5.1(b)(vi)) any properties or assets (including Intellectual Property) of the Company or its Subsidiaries, which are material to the Company and its Subsidiaries, taken as a whole; or (xii) make any capital expenditures other than capital expenditures provided for in the capital budget provided to Parent prior to the date of this Agreement and set forth on Section 6.1(b)(xii) of the Company Disclosure Letter; (xiii) except as may be required as a result of a change in applicable Law or by any Governmental Authority, prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position inconsistent with past practice, make or change or revoke any changes Tax election, or modifications adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Effective Time or accelerating deductions to periods ending on or before the Effective Time), settle or otherwise compromise any material claim relating to Taxes, otherwise settle any material dispute relating to Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax indemnity, sharing, allocation or similar agreement or closing agreement, or consent to any investment extension or risk management policy waiver of the statute of limitations period applicable to any Tax claim or assessment (other than in the ordinary course of business) request any ruling or similar policies (including guidance with respect to hedging) Taxes or take any cash management policyaction that could jeopardize any existing rulings, requests for rulings or other incentives in each case with respect to Taxes, other than as set forth in Section 7.9 (Tax Rulings); (xiv) permit other than in the ordinary course of business consistent with past practice, enter into any insurance policy naming Contract that would constitute a Material Contract or a Contract requiring a filing, novation or consent in connection with the Company Merger, or terminate, materially amend, or otherwise materially modify (including by entering into a new Contract with such party or otherwise) or waive any of the material terms of any of its Subsidiaries as Material Contracts, provided, however, that with respect to this subclause (xiv), a beneficiary or a loss payable payee to lapseMaterial Contract shall also include any agreement under Section 3.11(viii) in excess of $1,000,000 during fiscal year 2021 (for the avoidance of doubt, be canceled or expire unless a new policy with substantially identical coverage is in effect as case any conflict between the provisions of the date of lapsethis subclause (xiv) and any other provisions under this Section 5.1, cancellation or expirationthose other provisions shall govern); (xvA) other than in the ordinary course of business, discharge, settle or satisfy any claims, liabilities, litigation 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, pursuant to Contracts made available to Parent, of liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (or the notes thereto) of the Company included in the Company Reports or incurred in the ordinary course of business after the date of the most recent balance sheet included in such financial statements, or (B) waive any claims or rights of a substantial value; (xvi) apply for any Government Grant; (xvii) enter into, engage in or amend any transaction, Contract or understanding with any Related Party or any Affiliate thereof (provided that for the purposes hereof a portfolio company of any of the Principal Company Shareholders or of any of the private equity funds Affiliated with them shall be deemed an Affiliate of a Related Party), in each case, if such transaction, Contract or understanding requires the approval of the Company’s Board, its audit committee, or its compensation committee; (xviii) enter into any non-compete or non-solicitation agreement that would or would be reasonably expected to restrict or limit, in any material respect, terminate the operations of the Company or any of its Subsidiaries (taken as a whole); (xix) enter into any new lease, or enter into any sublease, tenancy arrangement, license, concession or other occupancy agreement in respect of any portion of the Leased Real Property or enter into an amendment, modification or supplement to any Lease, in each case, if requiring the approval of the Company’s Board under the Company’s existing policies; (xx) cancel or fail to in good faith seek to renew any Material Contractmaterial insurance policies, unless concurrently with such cancellation or any other Contract that would have been a Material Contract had it not been amendedlapse, terminated or non-renewed prior replacement policies providing coverage at least substantially equal in all material respects to the date of this Agreementcoverage under the canceled or lapsed policies, as applicable, are entered into; (xxi) materially change the Company’s privacy or security policies, except to the extent required by Law; or (xvixxii) enter into a Contract to Contract, or otherwise authorize, commit, resolve, propose resolve or agree in any legally binding manner, to take any of the actions prohibited by this Section 6.1(b5.1(b). . (c) Notwithstanding the foregoing, nothing in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the business or operations of the Company or its Subsidiaries at any time prior to the Appointment Effective Time. Prior to the Effective Time, the Company and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operations.

Interim Conduct of Business. (a) Except (i) as expressly contemplated or permitted by this Agreement or Agreement, (ii) as set forth in Section 6.1(a5.1(a) of the Company Disclosure Letter, or (iii) as approved by Newco in writing (which approval will not be unreasonably withheld, delayed or conditioned), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X VIII and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), each of the Company shall and shall cause each of its Subsidiaries to shall (A1) carry on its business and conduct its operations in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, all material respects and in compliance in all material respects with all applicable Laws; (B2) use its commercially reasonable efforts, consistent with past practices and policiespractices, to (I) keep ensure that each of the Company and each of its Subsidiaries preserves intact its current business organization, keeps available the services of the its current officers, key officers and employees and consultants maintains its relations and goodwill with all suppliers, customers, landlords, licensors, licensees and other Persons having business relationships with the respective Company or any of its Subsidiaries; and (3) keep in full force and effect (with the same scope and limits of coverage), and/or seek appropriate renewals of, all insurance policies in effect as of the date hereof covering all material assets of each of the Company and each of its Subsidiaries, (II) preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons whom the Company or any of its Subsidiaries has significant business relations, (III) maintain all of its material operating assets in their current condition (normal wear and tear excepted) and (IV) maintain and preserve its business organization and its material rights and franchises. (b) Except (ix) as expressly contemplated or permitted by this Agreement or Agreement, (iiy) as set forth in Section 6.1(b5.1(b) of the Company Disclosure Letter, or (z) as approved by Newco in writing (which approval will not be unreasonably withheld, delayed or conditioned), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X VIII and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following and shall not permit any of its Subsidiaries to do any of the following: (i) amend its certificate of incorporation or bylaws or comparable organizational documents or create any new Subsidiariesdocuments; (ii) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Securities or any Subsidiary Securities, except for (A) the issuance, delivery issuance and sale of shares of Company Common Stock pursuant to Company Options, Company RSUs or Company Restricted Stock Awards which are Options outstanding as of prior to the date hereof upon the exercise or vesting thereofhereof, as applicable, or pursuant to the Company ESPP in compliance with this Agreement or and (B) grants of up to 200,000 shares in the aggregate to newly hired employees or directors recently promoted employees (other than officers) of (x) Company RSUs and (y) Company Options, in each case, Options issued in the ordinary course of business consistent with past practice, in accordance with the limitations specified on Section 6.1(b) of the Company Disclosure Letter and with respect to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common Stock; (iii) directly or indirectly acquire, repurchase or redeem any Company Securities or Subsidiary Securities, except in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice, (C) Tax withholdings and exercise price settlements upon the exercise of Company Options or vesting of Company RSUs or Company Restricted Stock Awards or (D) the forfeiture to or repurchase by the Company of Company Common Stock in connection with the termination of service of a holder of a Company Restricted Stock Award; (iv) (A) split, combine, subdivide combine or reclassify any shares of capital stock, or (B) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock, or make any other actual, constructive or deemed distribution in respect of the shares of capital stock, except for cash dividends made by any direct or indirect wholly-owned Subsidiary of the Company to the Company or one of its wholly-owned Subsidiaries; (v) propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, except for the transactions contemplated by this Agreement; (vi) except for intercompany transactions between the Company and any wholly-owned Subsidiaries or between wholly-owned Subsidiaries of the Company, lend money to any Person or incur, prepay or guarantee any indebtedness, enter into any “keep well” or other arrangement to maintain the financial condition of any Person having the same economic effect or mortgage or pledge any of its or its Subsidiaries’ assets, tangible or intangible, or create or suffer to exist any Lien thereupon, except that the Company may (A) redeem, repurchase, prepay, defease, cancel, incur, create, assume make routine borrowings in the ordinary course of business and consistent with past practices under agreements or otherwise acquire arrangements in effect on the date hereof or modify in any material respect any long-term or short-term incur debt for borrowed monies or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoing, except for (1) debt incurred in the ordinary course of business under letters of credit, lines of credit or other credit facilities in effect on the date hereof or arrangements enter into capital leases or operating leases in the ordinary course of business and consistent with past practices, (B) make ordinary travel or other advances in the ordinary course of business in accordance with the Company’s policies or practices in effect on the date hereof, and (2C) make loans or advances between the Company and any to direct or indirect Subsidiarieswholly-owned Subsidiaries in the ordinary course of business and consistent with past practices, (D) prepay indebtedness with no prepayment penalty up to $1,000,000 in the aggregate in the ordinary course of business and consistent with past practices, or between any direct or indirect Subsidiaries of the Company, (BE) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except with respect to obligations Person not in excess of direct $5 million individually or indirect wholly-owned Subsidiaries of $15 million in the Company, (C) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned Subsidiaries), except for travel advances and business expenses aggregate in the ordinary course of business and consistent with past practice to employees of the Company or any of its Subsidiaries, or (D) mortgage or pledge any of the Assets, or create or suffer to exist any Lien thereupon (other than Permitted Liens), except pursuant to the terms of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereofpractices; (vii) except as may be required by applicable Law or the terms of any Employee Plan as in effect on the date hereof or as contemplated by this AgreementLaw, (A) enter into, adopt, amend (including acceleration of vesting), modify or terminate any bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining severance or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any director, officer or employee in any manner, except in any such case in the ordinary course of business and consistent with past practices in connection with any new employee hires or the promotion of any employees, or (B) increase the compensation payable or to become payable of any director, officer or employee, pay or agree to pay any special bonus or special remuneration to any director, officer or employee, or pay or agree to pay any benefit not required by any plan or arrangement as in effect as of the date hereof, except in the ordinary course of business consistent with past practice with respect to any employee who is not a director or executive officer, except in any such case (1) in connection with the hiring of new employees who are not directors or executive officers in the ordinary course of business and consistent with past practice, and (2) practices in connection with any new employee (other than any director or officer) hires or the promotion of any employees who are not (other than any directors or executive officers officers); (and who will not viii) commence, compromise, settle any pending or threatened material Legal Proceeding which would or may reasonably be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant or pay any severance or termination pay expected to (or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor of expose the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice with respect Subsidiaries to any independent contractor or employee who is not a director or executive officer or (D) increase benefits payable under any existing severance or termination pay policies or employment agreements. (viii) settle any pending or threatened Legal Proceeding, except for the settlement of any Legal Proceeding (A) for solely money damages not liability in excess of $250,000.00 5,000,000 or the settlement of which includes any obligation (other than the payment of money) to be performed by the Company or its Subsidiaries following the Effective Time that is, individually or $500,000.00 in the aggregate aggregate, material to the Company and (B) its Subsidiaries, taken as would not be reasonably likely to have any adverse impact on any other Legal Proceedingswhole; (ix) except as may be required as a result of a change in applicable Law or in GAAP, make any material change in any of the accounting methods, principles or practices used by it or change an annual accounting periodrevalue any of its assets; (x) (A) make or change any material Tax election, (B) settle or compromise any material federal, state, local or foreign income Tax liability, (C) consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, or (D) adopt a material change of any annual Tax accounting period or method of Tax accountingmethod, (E) file any materially amended Tax Return, (F) enter into any closing agreement with respect to any Tax or (G) surrender any right to claim a material Tax refundexcept as required by Law; (xi) other than in the ordinary course of business consistent with past practice, (A) acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any material equity interest therein in excess of $15 million individually or (B) dispose of any properties or assets of $25 million in the Company or its Subsidiaries, which are material to the Company and its Subsidiaries, taken as a wholeaggregate; or (xii) make purchase, acquire, sell, lease, encumber, mortgage, pledge or otherwise transfer or dispose of any capital expenditures other than capital expenditures provided for Real Estate or any interest therein (whether by asset acquisition, stock acquisition or otherwise), except pursuant to obligations in the capital budget provided to Parent prior to effect as of the date of this Agreement and set forth on hereof (which are listed in Section 6.1(b)(xii5.1(b)(xii) of the Company Disclosure Letter); provided that such transaction is consummated in accordance in all material respects with the provisions of such obligations, including but not limited to such purchase or sale price; (xiii) make any changes or modifications to any investment or risk management policy or other similar policies capital expenditures in excess of 110% of the amount of capital provided for in the Company’s budget for the remaining Fiscal Year 2008 (including with respect to hedginga copy of which 2008 budget is attached on Section 5.11(b)(xiii) or any cash management policyof the Company Disclosure Letter); (xiv) acquire, lease or license any right or other asset from any other Person or sell, transfer or otherwise dispose of, or lease or license, any right or other asset to any other Person (except in each case for immaterial assets acquired, leased, licensed or disposed of by the Company in the ordinary course of business and consistent with past practices); (xv) except in the ordinary course of business, enter into or become bound by, or permit any insurance policy naming of the assets owned or used by it to become bound by, any Material Contract, or amend or terminate, or waive or exercise any material right or remedy under, any Material Contract or any Contract that would be a Material Contract if entered into prior to the date hereof; (xvi) enter into or renew or extend any agreements or arrangements that limit or otherwise restrict the Company or any of its Subsidiaries as a beneficiary or a loss payable payee to lapseany successor thereto, be canceled or expire unless a new policy with substantially identical coverage is that would, after the Effective Time, limit or restrict the Company or any of its Subsidiaries or any successor thereto, from engaging or competing in effect as any line of the date of lapse, cancellation business or expirationin any geographic area; (xvxvii) terminate, cancel, amend or modify any material insurance policy maintained by it covering the Company or any of its Subsidiaries or their respective properties which is not replaced by a comparable amount of insurance coverage; (xviii) (A) pay, discharge or satisfy any other claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of $1,000,000 in the aggregate, other than in the ordinary course of business and consistent with past practice, (B) cancel any indebtedness for borrowed money in excess of $1,000,000 in the aggregate, (C) waive or assign any claims or rights of substantial value or (D) waive any material benefits of, or agree to modify in any material respect, or materially fail to enforce, or consent to any material matter with respect to which consent is required under, any material confidentiality, standstill or similar agreement to which the Company or any of its Subsidiaries is a party; (xix) take any actions or omit to take any actions that would or would be reasonably likely to (A) result in any of the conditions to the consummation of the Merger set forth in Article VII not being satisfied or (B) materially impair the ability of the Company or Merger Sub to consummate the Merger in accordance with the terms hereof or materially delay such consummation; (xx) enter into any license with respect to Company Intellectual Property unless such license is non-exclusive and entered into in the ordinary course of business consistent with past practices; (xxi) permit any material item of Company Intellectual Property to become abandoned, cancelled, invalidated or dedicated to the public; (xxii) enter into any new line of business not reasonably related to any current line of business; (xxiii) enter into any material contract, agreement or arrangement to the extent consummation of the transactions contemplated by this Agreement or compliance by the Company with the provisions of this Agreement could reasonably be expected to result in a violation of such contract, agreement or arrangement; (xxiv) take any action intended to result in any of the representations or warranties of the Company hereunder being untrue in any material respect; (xxv) enter into a material written and legally binding agreement with a taxing authority relating to Taxes; (xxvi) sell, assign, transfer or otherwise convey, or abandon or permit to be dedicated to the public domain any material item of Company Owned Intellectual Property, other than in the ordinary course of business, enter into, amend in any material respect, terminate or fail to renew any Material Contract, or any other Contract that would have been a Material Contract had it not been amended, terminated or non-renewed prior to the date of this Agreement; or (xvixxvii) enter into a Contract to or otherwise authorize, commit, resolve, propose or agree make a commitment to take any of the actions prohibited by this Section 6.1(b5.1(b). . (c) Notwithstanding the foregoing, nothing in this Agreement is intended to give Parentthe Guarantors, Newco or Merger Sub, directly or indirectly, the right to control or direct the business or operations of the Company or its Subsidiaries at any time prior to the Appointment Effective Time. Prior to the Effective Time, the Company and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operations.

Interim Conduct of Business. (a) Except (i) as expressly contemplated or permitted by this Agreement or Agreement, (ii) as set forth in Section 6.1(a) 5.1 of the Company Disclosure Letter, or (iii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to in accordance with Article X VII and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), each of the Company shall and shall cause each of its Subsidiaries to (A) shall carry on its business and conduct its operations in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and (B) shall use its commercially reasonable efforts, consistent with past practices and policies, to (IA) preserve intact in all material respects their business, assets and technology and (B) keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, (II) maintain in effect all of their material Permits and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons whom the Company or any of its Subsidiaries has significant business relations, (III) maintain all of its material operating assets in their current condition (normal wear and tear excepted) and (IV) maintain and preserve its business organization and its material rights and franchises. (b) Except (i) as expressly contemplated or permitted by this Agreement or Agreement, (ii) as set forth in Section 6.1(b) 5.1 of the Company Disclosure Letter, or (iii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to in accordance with Article X VII and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following and shall not permit any of its Subsidiaries to do any of the following:following (it being understood and hereby agreed that if any action is expressly permitted by any of the following subsections, such action shall be expressly permitted under Section 5.1(a)): (i) amend its certificate of incorporation or bylaws or comparable organizational documents or create any new Subsidiariesdocuments, including the Certificate of Designation; (ii) issue, sell, deliver deliver, pledge, dispose of or agree or commit to issue, sell or deliver encumber (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase purchase, equity bonuses or otherwise) any Company Securities or any Subsidiary Securities, except for (A) the issuance, delivery issuance and sale of shares of Company Common Stock pursuant to upon the exercise of Company Options, Company RSUs or Company Restricted Stock Awards which are Options outstanding as of the date hereof of this Agreement in accordance with the terms thereof as in effect as of the date of this Agreement, (B) the issuance of shares of Company Common Stock upon the exercise vesting or vesting thereofsettlement of Company Restricted Stock Awards outstanding as of the date of this Agreement in accordance with the terms thereof as in effect as of the date of this Agreement, as applicable, or (C) the issuance of shares of Company Common Stock pursuant to the Company ESPP in compliance accordance with its terms in effect as of the date of this Agreement, and subject to Section 2.7(g), (D) the issuance of shares of Company Common Stock issuable upon the conversion of any Company Series B Preferred Stock outstanding as of the date of this Agreement or (B) grants to newly hired employees or directors of (x) Company RSUs and (y) Company Options, in each case, issued in the ordinary course of business consistent with past practice, in accordance with the limitations specified on Section 6.1(b) terms thereof as in effect as of the Company Disclosure Letter and with respect to Company Optionsdate of this Agreement, with a per share exercise price that is no less than the then-current market price (E) issuance of a share shares of Company Common StockStock upon the exercise of Company Warrants outstanding as of the date of this Agreement in accordance with the terms thereof as in effect as of the date of this Agreement; (iii) directly or indirectly acquire, repurchase or redeem any Company Securities or Subsidiary Securities, except (A) upon forfeiture or repurchases of Company Securities pursuant to the terms and conditions of Company Options or Company Restricted Stock Awards outstanding as of the date of this Agreement in accordance with the terms thereof as in effect as of the date of this Agreement or (B) in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice, (C) Tax withholdings and net exercise price settlements settlements, as applicable, upon the exercise of Company Options or Company Warrants or upon the vesting of Company RSUs or Company Restricted Stock Awards or (D) outstanding as of the forfeiture to or repurchase by the Company date of Company Common Stock this Agreement in connection accordance with the termination terms thereof as in effect as of service the date of a holder of a Company Restricted Stock Awardthis Agreement; (iv) (A) split, combine, subdivide or reclassify any shares of capital stock, stock or (B) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock, or make any other actual, constructive or deemed distribution in respect of the shares of capital stock, except for cash dividends or other distributions made by any direct or indirect wholly-owned Subsidiary of the Company to the Company or one of its wholly-owned Subsidiaries; (v) propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, except for the transactions contemplated by this Agreement; (vi) (A) redeem, repurchase, prepay, defease, cancel, incur, create, incur or assume or otherwise acquire or modify in any material respect any long-term or short-term debt for borrowed monies Indebtedness, or amend or modify in any material respect or prepay or refinance any Indebtedness, or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoingsecurities, except for (1) debt incurred in the ordinary course of business under letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereofof this Agreement, in accordance with the terms and subject to the limitations thereof in effect on the date of this Agreement, (2) loans or advances between the Company and any direct or indirect of its Subsidiaries, or between any direct or indirect Subsidiaries of the Company’s Subsidiaries and (3) debt of not more than $100,000 in the aggregate incurred in the ordinary course of business in connection with equipment leases, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except with respect to obligations of direct or indirect wholly-owned Subsidiaries of the Company, (C) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned Subsidiaries), except for travel advances and business expenses in the ordinary course of business consistent with past practice to employees of the Company or any of its Subsidiaries, or (D) mortgage or pledge any of the its or its Subsidiaries’ Assets, tangible or intangible, or create or suffer to exist any Lien thereupon (in excess of $100,000 in the aggregate, in each case, other than Permitted Liens), except pursuant or (D) amend, supplement, modify, cancel, release or assign any Indebtedness of any Person owed to the terms Company or any of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereofits Subsidiaries; (vii) except as may be required by applicable Law or the terms of any Employee Plan or Contract as in effect on the date hereof or as contemplated by of this AgreementAgreement and made available to Parent, (A) enter into, adopt, amend (including acceleration of vesting), modify or terminate any bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining severance or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any director, member of the Company Board or officer or any employee or independent contractor in any manner, (B) increase the salary, bonus or other compensation or benefits payable or to become payable of any director, officer or employee, pay or agree to pay any special bonus or special remuneration to any director, officer or employee, or pay or agree to pay any benefit not required by any plan or arrangement as in effect as member of the date hereof, except in the ordinary course of business consistent with past practice with respect to any employee who is not a director Company Board or executive officer, except in any such case (1) in connection with the hiring of new employees who are not directors employee or executive officers in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practiceindependent contractor, (C) grant any new type of compensation or pay benefits not previously provided to any severance member of the Company Board or officer, employee or independent contractor, or (D) grant or pay, or agree to grant or pay, or increase or modify, or agree to increase or modify, any severance, change in control, retention, or termination pay pay, or any equity bonus, special bonus or special remuneration, to any member of the Company Board or any officer, employee or independent contractor; (viii) hire, promote or amend any such existing arrangement withterminate the employment or services of (other than for cause) any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice with respect to any independent contractor or employee who is not a director or executive officer or (D) increase benefits payable under any existing severance or termination pay policies or employment agreements.Company; (viiiix) enter into any collective bargaining agreement, neutrality agreement or other labor agreement with any labor organization or works council; (x) settle any pending or threatened Legal Proceeding, except for the settlement of any Legal Proceeding Proceedings that (A) for solely money damages are fully reflected or reserved against in the Company Balance Sheet or (B) do not in excess include any obligation other than the payment of money, which do not exceed $250,000.00 100,000, individually or $500,000.00 in the aggregate and (B) as would which are paid in full prior to the Effective Time, in each case provided that such settlement provides for a complete release of the Company and its Subsidiaries for all claims and does not be reasonably likely to have involve the admission of wrongdoing by the Company or any adverse impact on any other Legal Proceedingsof its Subsidiaries; (ixxi) except as may be required as a result of a change Change in applicable Law or in GAAP, make any material change Change in any of the accounting methods, principles or practices used by it or change an annual accounting periodit; (x) (A) make or change Change any material Tax electionelection or Tax accounting method (provided that the Company shall not make the election permitted by Section 965(h) of the Code to pay any Tax liability arising under Code Section 965 in installments), (B) settle or compromise any material federalclaim, stateinvestigation, local audit or foreign income controversy in respect of any Tax liability, (C) file any amendment to any Tax Return (provided that Parent will not unreasonably withhold, condition or delay its consent to such a filing), (D) enter into any closing agreement relating to any Tax, (E) surrender any right to claim a Tax refund or (F) consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, Taxes (D) change any annual Tax accounting period or method of Tax accounting, (E) file any materially amended Tax Return, (F) enter into any closing agreement with respect to any Tax or (G) surrender any right to claim a material Tax refund; (xi) other than (1) pursuant to extensions of time to file a Tax Return obtained in the ordinary course of business consistent or (2) pursuant to an extension granted in the ordinary course of business in connection with past practice, an audit of Taxes to prevent the assessment or collection of a Tax); (xiii) (A) acquire (by merger, consolidation or acquisition of stock or assets) any other Person (other than the Company or any material of its Subsidiaries) or any equity interest therein or therein, (B) other than non-exclusive licenses of intellectual property to its customers in the ordinary course of business, sell, lease, transfer, license, assign or otherwise dispose of any properties or assets Assets of the Company or its Subsidiaries, which are material Subsidiaries having a value in excess of $100,000 individually or in the aggregate (other than to the Company and or any of its Subsidiaries), taken as a whole; or or (xiiC) make any capital expenditures loans or advances to any other Person (other than capital expenditures provided the Company or any of its Subsidiaries), except for travel or business expense advances in the capital budget provided ordinary course of business consistent with past practice to Parent prior to the date employees of this Agreement and set forth on Section 6.1(b)(xii) of the Company Disclosure Letter; (xiii) make any changes or modifications to any investment or risk management policy or other similar policies (including with respect to hedging) or any cash management policy; (xiv) permit any insurance policy naming the Company or any of its Subsidiaries as a beneficiary or a loss payable payee to lapse, be canceled or expire unless a new policy with substantially identical coverage is in effect as members of the Company Board; (xiv) (A) enter into or amend in any material respect any Material Contract, or any Contract which if entered into prior to the date hereof would be a Material Contract, other than entry into any Material Contract (or any Contract which if entered into prior to the date hereof would be a Material Contract) with customers in the ordinary course of lapsebusiness consistent with past practice, cancellation or expiration(B) terminate, or fail to exercise an expiring renewal option or grant a waiver of a material provision under, any Material Contract; (xv) make any capital expenditures, individually or in the aggregate, in excess of $100,000; provided, however, the foregoing shall not prohibit or restrict the Company from making or entering into any equipment purchases or leases, of not more than $100,000 in the aggregate, reasonably necessary to provide services under its Contracts with its customers; (xvi) waive, release or assign any rights or claims or make any payment, directly or indirectly, of any liability of the Company or any of its Subsidiaries having a value in excess of $100,000 individually or in the aggregate, before the same comes due in accordance with its terms, other than in the ordinary course of business consistent with past practice; (xvii) other than non-exclusive licenses of intellectual property to its customers in the ordinary course of business, sell, transfer or license or sublicense any rights in any intellectual property owned by or licensed to the Company or any Subsidiary of the Company or, with respect to any Intellectual Property Rights of the Company or any of its Subsidiaries or any patent or pending patent application that the Company prosecutes or maintains or has the authority to prosecute or maintain, allow or otherwise permit any such intellectual property to become abandoned or otherwise fail to maintain any such intellectual property; (xviii) (A) acquire any interest in real property or (B) amend, modify or terminate any Lease or enter intointo any new lease or sublease for any real property; (xix) create any Subsidiary of the Company or any of its Subsidiaries; (xx) enter into any new line of business, or form or commence the operations of any joint venture; (xxi) amend in a manner that adversely impacts the ability to conduct the Company’s or its Subsidiaries’ business, terminate or allow to lapse, in each case, any material respect, terminate Permits of the Company or its Subsidiaries; (xxii) materially reduce the amount of insurance coverage or fail to renew any Material Contract, or any other Contract that would have been a Material Contract had it not been amended, terminated or non-renewed prior to the date of this Agreementmaterial existing insurance policies without replacing such policy with substantially comparable coverage; or (xvixxiii) enter into a Contract to Contract, or otherwise authorize, commit, resolve, propose resolve or agree in any legally binding manner, to take any of the actions prohibited by this Section 6.1(b5.1(b). . (c) Notwithstanding the foregoing, nothing in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the business or operations of the Company or its Subsidiaries at any time prior to the Appointment Effective Time. Prior to the Effective Time, the Company and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operations.

Interim Conduct of Business. (a) Except (i) as contemplated expressly permitted by this Agreement or as required by applicable Law, (ii) as set forth in Section 6.1(a5.1(a) of the Company Disclosure LetterLetter or (iii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X VIII and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall shall, and shall cause each of its Subsidiaries to to, (A) carry on its business and conduct its operations in the usual, regular and ordinary course in substantially the same a manner as heretofore conductedconsistent with past practice, and (B) use its commercially reasonable efforts, consistent with past practices and policies, to (I) keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, (II) and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons whom the Company or any of its Subsidiaries has significant business relations, (III) maintain all of its material operating assets in their current condition (normal wear and tear excepted) and (IV) maintain and relations as is reasonably necessary to preserve substantially intact its business organization and its material rights and franchisesorganization. (b) Except (i) as contemplated or expressly permitted by this Agreement or as required by applicable Law, (ii) as set forth in Section 6.1(b5.1(b) of the Company Disclosure LetterLetter or (iii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X VIII and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following and shall not permit any of its Subsidiaries to do any of the following:following (it being understood and hereby agreed that if any action is expressly permitted by any of the following subsections, such action shall be expressly permitted under Section 5.1(a)): (i) amend its certificate of incorporation or bylaws or comparable organizational documents or create any new Subsidiariesdocuments; (ii) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Securities or any Subsidiary Securities, except for (A) the issuance, delivery issuance and sale of shares of Company Common Stock pursuant to upon the exercise of Company Options, Company RSUs or Company Restricted Stock Awards which are Options outstanding as of the date hereof hereof, (B) the issuance of shares of Company Common Stock upon the exercise vesting or vesting thereofsettlement of Company Restricted Stock Units outstanding as of the date hereof, as applicable, or and (C) the issuance and sale of shares of Company Common Stock to participants in the Company ESPP pursuant to the Company ESPP in compliance with this Agreement or (B) grants to newly hired employees or directors of (x) Company RSUs terms thereof and (y) Company Options, in each case, issued in the ordinary course of business consistent with past practice, in accordance with the limitations specified on Section 6.1(b) of the Company Disclosure Letter and only with respect to Company Options, with a per share exercise price that is no less than the then-current market price offering period open as of a share the date of Company Common Stock;this Agreement. (iii) directly or indirectly acquire, repurchase or redeem any Company Securities or Subsidiary Securities, except (A) repurchases of Company Securities pursuant to the terms and conditions of Company Options or Company Restricted Stock Units outstanding as of the date hereof and (B) in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice, (C) Tax withholdings and exercise price settlements settlements, as applicable, upon the exercise of Company Options or vesting of Company RSUs or Company Restricted Stock Awards or (D) Units in accordance with their terms as of the forfeiture to or repurchase by the Company of Company Common Stock in connection with the termination of service of a holder of a Company Restricted Stock Awarddate hereof; (iv) (A) split, combine, subdivide or reclassify any shares of capital stock, or (B) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock, or make any other actual, constructive or deemed distribution in respect of the shares of capital stock, except for cash other than dividends made by any direct or indirect wholly-owned Subsidiary of the Company to the Company or one of its wholly-owned SubsidiariesCompany; (v) propose or adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, except for the transactions contemplated by this Agreement; (vi) except as required by applicable Law, convene any regular or special meeting of the Company Stockholders or of the holders of any Subsidiary Securities; (vii) (A) redeem, repurchase, prepay, defease, cancel, incur, create, incur or assume or otherwise acquire or modify in any material respect any long-term or short-term debt for borrowed monies or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoingIndebtedness, except for (1) debt incurred in the ordinary course of business business, in amounts consistent with past practice, under letters of credit, lines of credit or other credit facilities or arrangements as in effect on the date hereof, hereof and (2) loans or advances between the Company and any of its direct or indirect wholly-owned Subsidiaries, or between any of its direct or indirect Subsidiaries of the Companywholly-owned Subsidiaries, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except with respect to obligations of direct or indirect wholly-owned Subsidiaries of the Company, (C) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned Subsidiaries), except for travel or business expense advances and business expenses in the ordinary course of business consistent with past practice to employees of the Company or any of its Subsidiaries, Subsidiaries or (D) mortgage or pledge any of the Assetsits or its Subsidiaries’ assets, tangible or intangible, or create or suffer to exist any Lien thereupon (other than (1) pursuant to Contracts in effect as of the date of this Agreement, (2) pursuant to the sale, purchase or licensing of inventory, equipment, goods, or other supplies in the ordinary course of business and (3) Permitted Liens), except pursuant to the terms of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof; (viiviii) except as may be required by applicable Law or the terms of any Employee Plan as in effect on the date hereof or as contemplated by this Agreement, and for the right of the Company to issue restricted cash awards with an aggregate value of up to $190,000 (which restricted cash awards shall vest on a quarterly basis over 4 years): (A) enter into, adopt, amend (including acceleration of vesting), or modify in any material respect or terminate any Employee Plan, bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, equity-based compensation, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severanceretention, change in control, pension, retirement, collective bargaining severance or other employee benefit agreement, trust, plan, fund or other arrangement (including any agreement, trust, plan, fund or arrangement that would be an Employee Plan if it were in existence on the date of this Agreement) for the compensation, benefit or welfare of any director, officer or employee in any manner, (B) increase the compensation payable or to become payable of any director, officer or employee, pay or agree to pay any special bonus or special remuneration to any director, officer or employee, or pay or agree to pay any benefit not required by any plan or arrangement as in effect as of the date hereof, except in the ordinary course of business consistent with past practice with respect to any employee who is not a director or executive officer, except in any such case (1) in connection with the hiring of new employees who are not directors or executive officers in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant or pay any severance or termination pay to (or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor of the Company or in any of its Subsidiariesmanner, except in any such case, in connection with the hiring or promotion of any non-officer employee who has an aggregate annual compensation that is not in excess of $150,000 in the ordinary course of business consistent with past practice practice, (B) (1) increase or commit to increase the salaries, bonuses, severance, termination, retention or change in control pay or other compensation (including equity-based compensation) or benefits payable or to become payable (except for increases in the ordinary course of business consistent with past practice), (2) accelerate the vesting of any compensation or material benefits, (3) grant, pay or agree to pay any bonus or special remuneration or (4) pay or agree to pay any material benefit, in each case (1), (2), (3) and (4) to any current or former director, officer, employee or independent contractor who has received or who is expected to receive aggregate annual compensation in excess of $150,000, (C) terminate, promote or change the title of any employee or other service provider (retroactively or otherwise), in each case other than in the ordinary course of business, (D) hire or make an offer to hire any new employee, officer, director, or independent contractor, except for the hiring or promotion of any non-officer who has an aggregate annual compensation that is not in excess of $150,000, in the ordinary course of business consistent with past practice, or (E) enter into any material agreement with respect to any independent contractor labor dispute, organizing activity or employee who is not a director proceeding, or executive officer any lockouts, slowdowns, strikes or (D) increase benefits payable under work stoppages, or threats of any existing severance or termination pay policies or employment agreements.thereof; (viiiix) settle or compromise any pending or threatened Legal Proceeding, or commence any Legal Proceeding involving individually more than $250,000 or in the aggregate more than $1,000,000, except for the settlement of any Legal Proceeding (A) for solely money damages not in excess of $250,000.00 individually or $500,000.00 that is in the aggregate ordinary course of business and does not include any obligation (Bother than the payment of money that is fully paid by insurance or indemnity arrangements) as would not to be reasonably likely to have performed by the Company or its Subsidiaries following the Effective Time, or waive any adverse impact on any other Legal Proceedingsmaterial claims or rights; (ixx) except as may be required as a result of a change in applicable Law or in GAAP, make any material change in any of the accounting methods, principles or practices used by it or change an annual accounting periodit; (xxi) (A) make or change any material Tax election, (B) settle or compromise any income or other material federal, state, local or foreign income Tax liabilityLiability, (C) amend any income or other material Tax Return, (D) waive any right to claim a material Tax refund or (E) consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, (D) change any annual Tax accounting period or method of Tax accounting, (E) file any materially amended Tax Return, (F) enter into any closing agreement with respect to any Tax or (G) surrender any right to claim a material Tax refund; (xixii) other than in the ordinary course of business consistent with past practice, (A) acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any material equity interest therein or, except with respect to direct or indirect wholly-owned Subsidiaries, make any capital contributions or other investments in any Person, in excess of $250,000 individually or $500,000 in the aggregate or (B) dispose of any material properties or material assets of the Company or its SubsidiariesSubsidiaries (except (1) pursuant to Contracts in effect prior to the date hereof or (2) pursuant to the sale, which are purchase or licensing of inventory, equipment, goods or other supplies in the ordinary course of business); (xiii) establish or otherwise engage in the conduct of any new line of business material to the Company and its Subsidiaries, taken as a whole; or; (xiixiv) make any capital expenditure or expenditures other than which (A) involves the purchase of real property or (B) is in excess of the Company’s capital expenditures provided for in the capital expenditure budget provided as disclosed to Parent prior to the date hereof, other than capital expenditures that are not, in the aggregate, in excess of this Agreement and set forth on Section 6.1(b)(xii) of the Company Disclosure Letter; (xiii) make any changes or modifications to any investment or risk management policy or other similar policies (including with respect to hedging) or any cash management policy; (xiv) permit any insurance policy naming the Company or any of its Subsidiaries as a beneficiary or a loss payable payee to lapse, be canceled or expire unless a new policy with substantially identical coverage is in effect as of the date of lapse, cancellation or expiration$750,000; (xv) other than except as is in the ordinary course of businessbusiness consistent with past practice, enter into, amend in into any material respect, terminate or fail to renew any Material Contract, or any other Contract that would have been a Material Contract had it if entered into prior to the date hereof or amend, renew, extend, modify or terminate, or otherwise waive, release or assign any rights, claims or benefits of the Company or any of its Subsidiaries under, any Material Contract (or Contract that would have been a Material Contract if entered into prior to the date hereof); (xvi) enter into any Contract that limits, curtails or restricts the ability of the Company or any of its Subsidiaries to compete or conduct activities in any geographic area, line of business, or with any Person; (xvii) grant to any third Person any license, sublicense, covenant not been amendedto xxx, terminated immunity, authorization, release or non-renewed other right with respect to any material Intellectual Property Rights (other than licenses or other rights granted under Contracts that would be considered Product Licenses or Standard Licenses if entered into prior to the date of this Agreement); assign or transfer to any third Person any material Company Intellectual Property Rights; or abandon any material Company Registered Intellectual Property Rights; (xviii) terminate or cancel, let lapse, or amend or modify in any material respect, other than renewals in the ordinary course of business, any material insurance policies maintained by the Company or any of its Subsidiaries which is not promptly replaced by a comparable amount of insurance coverage with reputable independent insurance companies or underwriters; or (xvixix) enter into a Contract to Contract, or otherwise authorize, commit, resolve, propose resolve or agree in any legally binding manner, to take any of the actions prohibited by this Section 6.1(b5.1(b). . (c) Notwithstanding the foregoing, nothing in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the business or operations of the Company or its Subsidiaries at any time prior to the Appointment Effective Time. Prior to the Effective Time, the Company and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operations.

Interim Conduct of Business. (a) Except (i) as contemplated or permitted by this Agreement or Agreement, (ii) as set forth in Section 6.1(a) 5.1 of the Company Disclosure LetterLetter or (iii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X VII and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), each of the Company shall and shall cause each of its Subsidiaries shall use its commercially reasonable efforts, consistent with past practices and policies, to (A) carry on its business and conduct its operations in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, conducted and (B) use its commercially reasonable efforts, consistent with past practices and policies, to (I) keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, (II) and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons whom the Company or any of its Subsidiaries has significant business relations, (III) maintain all of its material operating assets in their current condition (normal wear and tear excepted) and (IV) maintain and relations as is reasonably necessary to preserve substantially intact its business organization and its material rights and franchisesorganization. (b) Except (i) as contemplated or permitted by this Agreement or Agreement, (ii) as set forth in Section 6.1(b) 5.1 of the Company Disclosure LetterLetter or (iii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X VII and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following and shall not permit any of its Subsidiaries to do any of the following:following (it being understood and hereby agreed that if any action is expressly permitted by any of the following subsections, such action shall be expressly permitted under Section 5.1(a)): (i) amend its certificate of incorporation or bylaws or comparable organizational documents or create any new Subsidiariesdocuments; (ii) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Securities or any Subsidiary Securities, except for (A) the issuance, delivery issuance and sale of shares of Company Common Stock pursuant to upon the exercise of Company Options, Company RSUs or Company Restricted Stock Awards which are Options outstanding as of the date hereof or issued after the date hereof in compliance with the terms of this Section 5.1(b), (B) the issuance of shares of Company Common Stock upon the exercise vesting or vesting thereofsettlement of Company RSUs outstanding as of the date hereof or issued after the date hereof in compliance with the terms of this Section 5.1(b), as applicable, or (C) the issuance of shares of Company Common Stock pursuant to the Company ESPP in compliance accordance with this Agreement or its terms in effect as of the date hereof, and subject to Section 2.7(f), and (BD) grants to newly hired employees or directors of (x) Company RSUs and (y) Company Options, in each case, issued in the ordinary course of business consistent with past practice, in accordance with the limitations specified on Section 6.1(b) of the Company Disclosure Letter and with respect to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common Stock, purchase rights under the Company ESPP in accordance with its terms in effect as of the date hereof, and subject to Section 2.7(f), or Company RSUs, in each case, in connection with the hiring of new non-executive officer employees in the ordinary course of business consistent with past practice; (iii) directly or indirectly acquire, repurchase or redeem any Company Securities or Subsidiary Securities, except (A) upon forfeiture or repurchases of Company Securities pursuant to the terms and conditions of Company Options or Company RSUs outstanding as of the date hereof or issued after the date hereof in compliance with the terms of this Section 5.1(b) and (B) in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice, (C) Tax withholdings and exercise price settlements settlements, as applicable, upon the exercise of Company Options or vesting of Company RSUs or Company Restricted Stock Awards or (D) the forfeiture to or repurchase by the Company of Company Common Stock in connection with the termination of service of a holder of a Company Restricted Stock AwardRSUs; (iv) (A) split, combine, subdivide or reclassify any shares of capital stock, stock or (B) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock, or make any other actual, constructive or deemed distribution in respect of the shares of capital stock, except for cash dividends or other distributions made by any direct or indirect wholly-owned Subsidiary of the Company to the Company or one of its wholly-owned Subsidiaries; (v) propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, except for the transactions contemplated by this Agreement; (vi) (A) redeem, repurchase, prepay, defease, cancel, incur, create, incur or assume or otherwise acquire or modify in any material respect any long-term or short-term debt for borrowed monies or issue or sell any debt securities or callsin excess of $500,000 in the aggregate, options, warrants or other rights to acquire provided that any debt securities of the Company so incurred must be voluntarily prepayable without material premium, penalties or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoingother material costs, except for (1A) debt incurred in the ordinary course of business under letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof, hereof and (2B) loans or advances between the Company and any direct or indirect of its Subsidiaries, or between any direct or indirect Subsidiaries of the Company, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except with respect to obligations of direct or indirect wholly-owned Subsidiaries of the Company, (C) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned ’s Subsidiaries), except for travel advances and business expenses in the ordinary course of business consistent with past practice to employees of the Company or any of its Subsidiaries, or (D) mortgage or pledge any of the Assets, or create or suffer to exist any Lien thereupon (other than Permitted Liens), except pursuant to the terms of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof; (vii) except as may be required by applicable Law or the terms of any Employee Plan as in effect on the date hereof or as contemplated by this Agreementhereof, (A) enter into, adopt, amend (including acceleration of vesting), modify or terminate any bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining severance or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any directormember of the Company Board or executive officer, officer or or, other than in the ordinary course of business consistent with past practice, any employee in any manner, except in any such case, (1) in connection with the hiring of new non-executive officer employees in the ordinary course of business consistent with past practice, (2) in connection with the promotion of non-executive officer employees in the ordinary course of business consistent with past practice, or (3) as permitted by Section 5.1(b)(ii), or (B) increase the compensation payable or to become payable of any director, officer member of the Company Board or employeeexecutive officer, pay or agree to pay any special bonus or special remuneration to any director, officer member of the Company Board or employeeany executive officer, or pay or agree to pay any material benefit to any member of the Company Board or any executive officer not required by any plan or arrangement as in effect as of the date hereof, except in the ordinary course of business consistent with past practice with respect to any employee who is not a director or executive officer, except in any such case (1) in connection with the hiring of new employees who are not directors or executive officers in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant or pay any severance or termination pay to (or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice with respect to any independent contractor or employee who is not a director or executive officer or (D) increase benefits payable under any existing severance or termination pay policies or employment agreements.; (viii) (A) settle any pending or threatened material Legal Proceeding, except for the settlement of any Legal Proceeding that (A1) for solely money damages is reflected or reserved against in the Company Balance Sheet or incurred since the Company Balance Sheet Date, or (2) does not in excess include any obligation (other than the payment of $250,000.00 money) to be performed by the Company or its Subsidiaries following the Effective Time that is, individually or $500,000.00 in the aggregate aggregate, material to the Company and its Subsidiaries, taken as whole, or (B) as would not be reasonably likely to have commence any adverse impact on Legal Proceeding against any other Legal ProceedingsPerson; (ix) except as may be required as a result of a change in applicable Law or in GAAP, make any material change in any of the accounting methods, principles or practices used by it or change an annual accounting periodit; (x) (A) make or change any material Tax electionelection or material Tax accounting method, (B) enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or closing agreement (other than any agreement entered into in the ordinary course of business, the principal purpose of which is not to address Tax matters) (C) surrender a right to a material Tax refund, (D) amend any material Tax Return, (E) settle or compromise any income or other material federal, state, local Tax liability or foreign income Tax liability, (CF) consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, (D) change any annual Tax accounting period or method of Tax accounting, (E) file any materially amended Tax Return, (F) enter into any closing agreement with respect to any Tax or (G) surrender any right to claim a material Tax refund; (xi) other than in the ordinary course of business consistent with past practice, (A) acquire (by merger, consolidation or acquisition of stock or assets) any other Person (other than the Company or any of its Subsidiaries) or any material equity interest therein or therein, (B) sell, lease, license, transfer, exchange, swap or otherwise dispose of of, or subject to any Lien (other than Permitted Liens) any tangible properties or assets of the Company or its Subsidiaries (other than to the Company or any of its Subsidiaries), which are material to the Company and its Subsidiaries, taken as a whole; or (xii) make any capital expenditures other than capital expenditures provided , except for in the capital budget provided or dispositions to Parent prior to the date customers of this Agreement and set forth on Section 6.1(b)(xii) of the Company Disclosure Letter; (xiii) make any changes or modifications to any investment or risk management policy or other similar policies (including with respect to hedging) or any cash management policy; (xiv) permit any insurance policy naming the Company or any of its Subsidiaries as a beneficiary or a loss payable payee otherwise in the ordinary course of business consistent with past practice, or (C) make any loans or advances to lapseany other Person (other than the Company or any of its Subsidiaries), be canceled except for (1) travel or expire unless a new policy business expense advances in the ordinary course of business consistent with substantially identical coverage is in effect as past practice to employees of the date Company or any of lapseits Subsidiaries or members of the Company Board, cancellation or expiration(2) extensions of credit or other payment terms provided to customers of the Company or any Company Subsidiary or otherwise in the ordinary course of business consistent with past practice; (xvxii) (A) enter into any Contract that, if entered into prior to the date hereof, would be a Material Contract, or (B) materially amend, materially modify, terminate, or consent to the termination of any Material Contract, in each case, other than in the ordinary course of businessbusiness consistent with past practice (xiii) make any new material capital expenditure in excess of $100,000 individually or capital expenditures in excess of $250,000 in the aggregate during any calendar quarter, enter intoin each case, amend in other than any material respectsuch expenditure contemplated by, terminate or fail to renew any Material Contract, or any other Contract that would have been a Material Contract had it not been amended, terminated or non-renewed prior to as of the date of this Agreement, the Company’s 2017 fiscal year budget to Parent or the Company’s capital expenditure plan attached as Appendix 5.1(b)(xiii) to the Company Disclosure Letter; or (xvixiv) enter into a Contract to Contract, or otherwise authorize, commit, resolve, propose resolve or agree in any legally binding manner, to take any of the actions prohibited by this Section 6.1(b5.1(b). . (c) Notwithstanding the foregoing, nothing in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the business or operations of the Company or its Subsidiaries at any time prior to the Appointment Effective Time. Prior to the Effective Time, the Company and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operations.

Interim Conduct of Business. (a) Except (i) as contemplated by this Agreement set forth on Schedule 7.1 or (ii) as set forth otherwise consented to in Section 6.1(a) of writing by Purchaser, from the Company Disclosure Letter, at all times during date hereof through the period commencing with the execution and delivery of this Agreement and continuing until Closing or the earlier to occur of the termination of this Agreement pursuant to Article X and XIII (the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed“Pre-Closing Period”), the Company shall shall, and shall cause its Subsidiaries the other Acquired Companies to, use commercially reasonable efforts to (A) carry on its business and conduct its operations their respective businesses in all material respects in the usualOrdinary Course of Business and preserve intact in all material respects the Business’s assets and the Acquired Companies’ relationships with customers, regular suppliers, vendors, capital providers and ordinary course other relevant stakeholders (other than with respect to the Acquisition). Notwithstanding anything to the contrary in substantially this Agreement, nothing contained in this Agreement is intended to give Purchaser, directly or indirectly, the same manner as heretofore conductedright to control or direct operations of any Acquired Company prior to the Closing. Prior to the Closing but subject to the terms of this Agreement, and (B) use its commercially reasonable effortsthe Acquired Companies shall exercise, consistent with past practices the terms and policiesconditions of this Agreement, to (I) keep available the services of the current officers, key employees complete control and consultants of the Company and each of its Subsidiaries, (II) preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons whom the Company or any of its Subsidiaries has significant business relations, (III) maintain all of its material operating assets in supervision over their current condition (normal wear and tear excepted) and (IV) maintain and preserve its business organization and its material rights and franchisesrespective operations. (b) Except (i) as contemplated or permitted by this Agreement or set forth on Schedule 7.1, (ii) as set forth reasonably required pursuant to the Pre-Closing Reorganization, or (iii) as otherwise consented to in Section 6.1(b) of writing by Purchaser, from the Company Disclosure Letter, at all times during the period commencing with the execution and delivery of this Agreement and continuing date hereof until the Closing or the earlier to occur of the termination of this Agreement pursuant to Article X and the Effective TimeXIII, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the each Acquired Company shall not do any of the following not, and each Acquired Company shall not permit any of its Subsidiaries Affiliates (with respect to do any of the followingBusiness), and each Acquired Company shall cause the Acquired Companies and its Affiliates (with respect to the Business) not to: (i) amend its certificate amend, modify, supplement or restate the Governing Documents of incorporation or bylaws or comparable organizational documents or create any new SubsidiariesAcquired Company in any material respect; (ii) issueadjust, sellsplit, deliver combine, amend the terms of or agree or commit to issue, sell or deliver (whether through reclassify the issuance or granting Equity Interests of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Securities or any Subsidiary Securities, except for (A) the issuance, delivery and sale of shares of Company Common Stock pursuant to Company Options, Company RSUs or Company Restricted Stock Awards which are outstanding as of the date hereof upon the exercise or vesting thereof, as applicable, or pursuant to the Company ESPP in compliance with this Agreement or (B) grants to newly hired employees or directors of (x) Company RSUs and (y) Company Options, in each case, issued in the ordinary course of business consistent with past practice, in accordance with the limitations specified on Section 6.1(b) of the Company Disclosure Letter and with respect to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common Stockother Acquired Company; (iii) directly or indirectly acquire, repurchase or redeem any Company Securities or Subsidiary Securities, except in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice, (C) Tax withholdings and exercise price settlements upon the exercise of Company Options or vesting of Company RSUs or Company Restricted Stock Awards or (D) the forfeiture to or repurchase by the Company of Company Common Stock in connection with the termination of service of a holder of a Company Restricted Stock Award; (iv) (A) split, combine, subdivide or reclassify any shares of capital stock, or (B) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or on any combination thereof) in respect of any shares of capital stock, or make any other actual, constructive or deemed distribution in respect Equity Interests of the shares of capital stockAcquired Companies, except for any dividend or distribution (A) payable solely in cash dividends made prior to the Economic Effective Time, (B) required to be paid pursuant to the Governing Documents of any Acquired Company, or (C) that is payable by any direct Acquired Company to any other Acquired Company; (iv) merge or indirect wholly-owned Subsidiary consolidate any Acquired Company with any other Person or restructure, reorganize, recapitalize or completely or partially liquidate (or adopt a plan of liquidation), acquire all or substantially all of the Company to the Company assets of any other Person, enter into any joint venture, limited liability company, partnership or one of its wholly-owned Subsidiariessimilar venture with any other Person; (v) propose form any Subsidiary or adopt a plan of complete acquire (including by merger or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or ) any Equity Interest in any other reorganization of the Company or any of its Subsidiaries, except for the transactions contemplated by this AgreementPerson; (vi) (A) redeemsell, repurchasetransfer, prepaylease, defeasesublease, cancel, incur, create, assume license or otherwise acquire dispose of, except in the Ordinary Course of Business or modify in any material respect any long-term or short-term debt for borrowed monies or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries or enter into any agreement having extent required by the economic effect terms of any of the foregoing, except for Material Contract (1) debt incurred in the ordinary course of business under letters of credit, lines of credit or other credit facilities or arrangements as in effect on the date hereof, and (2) loans or advances between the Company and any direct or indirect Subsidiaries, or between any direct or indirect Subsidiaries of the Company, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except with respect to obligations of direct or indirect wholly-owned Subsidiaries of the Company, (C) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned Subsidiariesthis Agreement), except for travel advances and business expenses in the ordinary course of business consistent with past practice to employees of the Company or any of its Subsidiaries, or (D) mortgage or pledge any of the Assets, or create or suffer to exist any Lien thereupon (other than Permitted Liens), except pursuant material asset related to the terms of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereofBusiness; (vii) issue or reserve for issuance, sell, pledge, transfer, grant, redeem, reprice, repurchase or otherwise dispose of or acquire any Equity Interests in any Acquired Company or any other securities or obligations convertible into or exchangeable for any Equity Interests in any Acquired Company, or granted any options, warrants, convertible securities or other similar rights or commitments relating to Equity Interests in any Acquired Company or obligating any Acquired Company to issue, transfer or sell any equity or other interests in such Acquired Company to any Person, other than to and from another Acquired Company or in connection with equity capital contributions made by Stockholders to the capital of such Acquired Company; (viii) except in the Ordinary Course of Business or as may be required by applicable Law or the terms of any pursuant to a now-existing Employee Benefit Plan as in effect on the date hereof or as contemplated expressly provided for by this Agreement, (A) enter into, adopt, amend (including acceleration of vesting), modify or terminate grant any bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change increases in control, pension, retirement, collective bargaining or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit incentives or welfare of any director, officer or employee in any manner, (B) increase the compensation benefits payable or to become payable to any Business Employee or other individual whose employment or engagement involves providing services to any Acquired Company, (B) enter into any new, or amend any existing, material employment, severance or termination agreement or other Employee Benefit Plan with or applicable to any employee or contractor of any directorAcquired Company, officer or employee, pay with any other individual whose employment or agree to pay any special bonus or special remuneration engagement involves providing services to any directorAcquired Company, officer (C) establish or employeebecome obligated under any collective bargaining agreement or other Contract with a labor union, works council, trade union, or pay representative of any Business Employees, (D) take any action to accelerate the vesting, funding or agree to pay payment of any benefit not required by compensation or benefits under any plan Employee Benefit Plan (or arrangement as in effect as of the date hereofany award thereunder), except (E) hire any new employees who would be a Business Employee or engage any new individuals in the ordinary course capacity of business consistent with past practice an independent contractor who provides services with respect to any employee who is not a director Acquired Company or executive officer, except in (F) transfer or terminate the employment or engagement of any Business Employee or other individual whose employment or engagement involves providing services to any Acquired Company other than any such case (1) in connection with the hiring of new employees who are not directors or executive officers in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant or pay any severance or termination pay to (or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice with respect to any independent contractor or employee who is not a director or executive officer or (D) increase benefits payable under any existing severance or termination pay policies or employment agreements. (viii) settle any pending or threatened Legal Proceeding, except for the settlement of any Legal Proceeding (A) for solely money damages not in excess of $250,000.00 individually or $500,000.00 in the aggregate and (B) as would not be reasonably likely to have any adverse impact on any other Legal Proceedingscause; (ix) (A) enter into any Contract that would be a Material Contract if entered into prior to the date hereof, or (B) take any action or fail to take any action constituting a default under any Material Contract or amend or modify in any respect that is materially adverse to any Acquired Company, or assign, transfer or voluntarily terminate, any Material Contract that would be material to the Company; (x) (A) make (outside of the Ordinary Course of Business) or change or revoke any material Tax election, (B) except as may be otherwise required by applicable Law, change any material annual Tax accounting period, (C) except as otherwise required by applicable Law, adopt (outside of the Ordinary Course of Business) or change any material method of Tax accounting, (D) except as otherwise required by applicable Law, file any Tax Return prepared in a manner materially inconsistent with the past practice of the relevant Acquired Company, (E) file any material amended Tax Return, (F) enter into any material closing agreement with respect to Taxes, (G) settle any material claim or assessment with respect to Taxes, (H) surrender any right to claim a material refund with respect to Taxes or (I) consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment; (xi) make a loan or advance to any third party, or cancel any Indebtedness owed to it by a third party, for a single amount in excess of $1,000,000 or an aggregate amount in excess of $5,000,000 (other than to, or in respect of the Liabilities of, another Acquired Company), other than for the avoidance of doubt any actions done in the Ordinary Course of Business that reflect changes to the accounts receivable of the Company; (xii) except in the Ordinary Course of Business, incur any material Lien on any material asset (whether tangible or intangible) that is held or used by any Acquired Company, except for Permitted Liens; (xiii) cease to operate any material portion of the Business, considered as a result whole, or enter into any new line of business; (xiv) liquidate, dissolve, reorganize or otherwise wind up the Business or fail to maintain its existence; (xv) make a voluntary assignment for the benefit of creditors of the Acquired Companies, or file a voluntary petition of bankruptcy or insolvency or otherwise institute insolvency proceedings of any type; (xvi) amend, modify, or terminate any of the Leases; (xvii) other than in the Ordinary Course of Business, acquire any real estate or enter into any leases, licenses, occupancy agreements for real property or enter into any agreement for the purchase or right to purchase any interest in real estate; (xviii) except as required by GAAP or applicable Law, change in applicable Law or in GAAP, make any material change in any of the accounting methods, principles or practices used by it or change an annual accounting periodAcquired Company; (x) (Axix) make capital expenditures or change any material Tax electioncommitments therefor that exceed, (B) settle or compromise any material federalin the aggregate, state, local or foreign income Tax liability, (C) consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, (D) change any annual Tax accounting period or method of Tax accounting, (E) file any materially amended Tax Return, (F) enter into any closing agreement with respect to any Tax or (G) surrender any right to claim a material Tax refund$500,000; (xixx) initiate, settle or cancel any Legal Proceeding involving any Acquired Company, other than settlements or compromises involving solely money damages not in the ordinary course excess of business consistent with past practice, (A) acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any material equity interest therein or (B) dispose of any properties or assets of the Company or its Subsidiaries, which are material to the Company and its Subsidiaries, taken as a whole$250,000; or (xii) make any capital expenditures other than capital expenditures provided for in the capital budget provided to Parent prior to the date of this Agreement and set forth on Section 6.1(b)(xii) of the Company Disclosure Letter; (xiii) make any changes or modifications to any investment or risk management policy or other similar policies (including with respect to hedging) or any cash management policy; (xiv) permit any insurance policy naming the Company or any of its Subsidiaries as a beneficiary or a loss payable payee to lapse, be canceled or expire unless a new policy with substantially identical coverage is in effect as of the date of lapse, cancellation or expiration; (xv) other than in the ordinary course of business, enter into, amend in any material respect, terminate or fail to renew any Material Contract, or any other Contract that would have been a Material Contract had it not been amended, terminated or non-renewed prior to the date of this Agreement; or (xvixxi) enter into a Contract to or otherwise authorize, commit, resolve, propose or agree to take any of the actions prohibited by described in this Section 6.1(b7.1(b). Notwithstanding . (c) With respect to any Acquired Company, such Acquired Company and its Affiliates may take commercially reasonable actions that would otherwise be prohibited pursuant to Section 7.1(b) in order to prevent the foregoingoccurrence of or mitigate the existence of an emergency situation involving endangerment of life, nothing in this Agreement is intended to give Parenthuman health, directly safety or indirectly, the right to control environment or direct the business protection of equipment or operations other assets; provided that such Acquired Company shall provide Purchaser with prompt written notice of the such emergency situation and any such action taken by such Acquired Company or its Subsidiaries at any time prior to the Appointment TimeAffiliates as soon as practicable.

Interim Conduct of Business. (a) Except (i) as contemplated expressly contemplated, required or permitted by this Agreement or Agreement, (ii) required by applicable Law, (iii) as set forth in Section 6.1(a) of the Company Disclosure Letter, or (iv) as approved by Parent in writing (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X and Section 10.1 or the Effective Acceptance Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall and shall cause each of its Subsidiaries to shall (A) use commercially reasonable efforts to carry on its the Company’s consolidated business and conduct its operations in the usual, regular and ordinary course in substantially the same manner as heretofore conductedcourse, and (B) use its commercially reasonable efforts, consistent with past practices and policies, to (I) keep available preserve substantially intact the services of the current officers, key employees Company’s consolidated business organization and consultants of the Company preserve their respective relationships and each of its Subsidiaries, (II) preserve the current relationships of the Company and each of its Subsidiaries goodwill with customers, suppliers suppliers, licensees, manufacturers, distributors, creditors, lessors, employees and other business associates and other Persons with whom the Company or any of its Subsidiaries has significant business relations, (III) maintain all of its material operating assets in their current condition (normal wear and tear excepted) and (IV) maintain and preserve its business organization and its material rights and franchises. (b) Except (i) as contemplated expressly contemplated, required or permitted by this Agreement or Agreement, (ii) required by applicable Law, (iii) as set forth in Section 6.1(b) of the Company Disclosure Letter, or (iv) as approved by Parent in writing (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X and Section 10.1 or the Effective Acceptance Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following not, and shall not permit any of its Subsidiaries to do (it being agreed that if any action is expressly permitted by any of the followingfollowing subsections or by consent of Parent or Acquisition Sub, such action shall be permitted under Section 6.1(a)) to: (i) take any action that would, or may reasonably be expected to, have a Company Material Adverse Effect; (ii) amend its certificate of incorporation or bylaws or comparable organizational documents or create any new Subsidiariesdocuments; (iiiii) issue, sell, encumber, dispose of, grant, deliver or agree or commit to issue, sell sell, encumber, dispose of, grant, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Securities or any Subsidiary Securities, except for (A) the issuance, delivery issuance and sale of shares of Company Common Stock pursuant to Company Options, Company RSUs or Company Restricted Stock Awards which are Options outstanding as of the date hereof upon following the exercise or vesting thereof, as applicable, or pursuant to the Company ESPP in compliance with this Agreement or (B) grants to newly hired employees or directors of (x) Company RSUs and (y) Company Options, in each case, issued in the ordinary course of business consistent with past practice, in accordance with the limitations specified on Section 6.1(b) of the Company Disclosure Letter and with respect to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common Stock; (iiiiv) directly or indirectly acquire, repurchase or redeem any Company Securities or Subsidiary Securities, except in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice, (C) Tax withholdings and exercise price settlements upon the exercise of Company Options or vesting of Company RSUs or Company Restricted Stock Awards or (D) the forfeiture to or repurchase by the Company of Company Common Stock in connection with the termination of service of a holder of a Company Restricted Stock Award;Stock; AGREEMENT AND PLAN OF MERGER (ivv) (A) split, combine, subdivide or reclassify any shares of capital stock, or (B) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock, or make any other actual, constructive or deemed distribution in respect of the shares of capital stock, except for cash dividends made by any direct or indirect wholly-owned Subsidiary of the Company to the Company or one of its wholly-owned Subsidiaries; (vvi) propose or adopt a plan of complete or partial merger, liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, except for the transactions contemplated by this Agreement; (vivii) (A) redeem, repurchase, prepay, defease, cancel, incur, create, assume or otherwise acquire or modify in incur any material respect any long-term or short-term debt indebtedness for borrowed monies money or issue or sell guarantee any debt securities or calls, options, warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoingsuch indebtedness, except for (1A) debt short-term borrowings incurred in the ordinary course of business under letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof, and (2) loans or advances between the Company and any direct or indirect Subsidiaries, or between any direct or indirect Subsidiaries of the Companybusiness, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except with respect borrowings pursuant to obligations of direct or indirect wholly-owned Subsidiaries of the Companyexisting credit facilities, (C) make any loans, advances or purchase money financings and capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned Subsidiaries), except for travel advances and business expenses leases entered into in the ordinary course of business consistent with past practice and (D) business expense advances in the ordinary course of business to employees of the Company or any of its Subsidiaries, or ; (Dviii) mortgage or pledge any of the Assets, or create or suffer to exist any Lien thereupon (other than Permitted Liens), except pursuant to the terms of any letters of credit, lines of credit or other credit facilities or arrangements Contracts in effect as of the date of this Agreement and provided to Parent prior to the date of this Agreement, make any loans, advances, guarantees or capital contributions to or investments in any Person (other than investments in cash and cash equivalents and other investments that would constitute short-term investments on the date hereofbalance sheet of the Company and other than in the Company or any direct or indirect wholly owned Subsidiary of the Company); (viiix) except as may be required by applicable Law or the terms of any Employee Plan as in effect on the date hereof or as contemplated by this Agreement, (A) enter into, adopt, amend (including acceleration of vesting), modify or terminate any bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock equivalent, share stock purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining severance or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any director, officer or employee in any manner, or (B) increase the compensation payable or to become payable of any director, officer or employee, pay or agree to pay any special bonus or special remuneration to any director, officer or employee, or pay or agree to pay any benefit not required by any plan or arrangement as in effect as of the date hereof, except in the ordinary course of business consistent with past practice with respect to any employee who is not a director or executive officer, except in any such case (1) in connection with the hiring of new employees who are not directors or executive officers in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant or pay any severance or termination pay to (or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice with respect to any independent contractor or employee who is not a director or executive officer or (D) increase benefits payable under any existing severance or termination pay policies or employment agreements.; (viiix) commence or join any Legal Proceeding or settle any pending or threatened material Legal Proceeding, except for the settlement of any Legal Proceeding that (A) for solely money damages not in excess of $250,000.00 individually is reflected or $500,000.00 reserved against in the aggregate Company Balance Sheet and (B) does not include any obligation to be performed by the Company or its Subsidiaries following the Effective Time that is, individually or in the aggregate, material to the Company and its Subsidiaries, taken as would not be reasonably likely to have any adverse impact on any other Legal Proceedingswhole; (ixxi) except as may be required as a result of a change in applicable Law or in GAAP, make adopt any material change in any of the accounting methods, principles or practices used by it or change an annual accounting periodpractices; (xxii) (A) make or change any material Tax election, (B) settle or compromise any material U.S. federal, state, local or foreign non-U.S. income Tax liability, (C) consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, (D) change file or amend any annual material Tax accounting period return, or method of Tax accounting, (E) file take any action which would materially amended adversely affect the Tax Return, (F) enter into position of the Company or any closing agreement with respect to any Tax or (G) surrender any right to claim a material Tax refund;of its Subsidiaries; AGREEMENT AND PLAN OF MERGER (xixiii) other than in the ordinary course of business consistent with past practice, (A) acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any material equity interest Equity Interest therein or (B) dispose of any properties or assets of the Company or its Subsidiaries, Assets which are material to the Company and its Subsidiaries, individually or taken as a whole; or (xii) make any capital expenditures other than capital expenditures provided for in the capital budget provided to Parent prior to the date of this Agreement and set forth on Section 6.1(b)(xii) of the Company Disclosure Letter; (xiii) make any changes or modifications to any investment or risk management policy or other similar policies (including with respect to hedging) or any cash management policy; (xiv) dispose of or permit to lapse any insurance policy naming ownership or right to use, or fail to protect, defend or maintain the ownership, validity or registration of any Company Intellectual Property or disclose to any of its Subsidiaries as a beneficiary third party any confidential or a loss payable payee to lapse, be canceled or expire unless a new policy with substantially identical coverage is in effect as of the date of lapse, cancellation or expiration; (xv) proprietary information other than in the ordinary course of business; (xv) enter into any successive collective bargaining agreements or tentative agreements, extend the terms of any collective bargaining agreements, or modify any provision of any collective bargaining agreements, or enter into, amend in into negotiations regarding any material respect, terminate or fail to renew collective bargaining agreement with any Material Contract, labor union or any other Contract with any trade union or other organization representing employees of the Company or any Subsidiary; (xvi) adopt, propose, effect or implement any “stockholder rights plan,” “poison pill” or similar arrangement; (xvii) create or incur any Lien (other than Permitted Liens) on any material Assets; (xviii) enter into any Contract that would have been a Material Contract had it not been amended, terminated or non-renewed entered into prior to this Agreement or amend, modify or terminate any Material Contract, or cancel, modify or waive any debts, rights or claims thereunder; (xix) make or authorize any capital expenditures in excess of $150,000 individually or $500,000 in the aggregate; (xx) take any action or omit to take any action that is reasonably likely to prevent, interfere with or delay the consummation of the Merger or result in any of the conditions to the Merger set forth in Article IX not being satisfied; or (xxi) agree, authorize or commit to do any of the foregoing. (c) Notwithstanding anything contained herein to the contrary, immediately prior to the Merger Closing Date, the Company shall (i) pay substantially all (but at a minimum any amounts for which an invoice has been received), and accrue the unpaid balance thereof on the balance sheet of the Company as of the Merger Closing Date, of the aggregate amount of all fees, costs and expenses incurred by, paid by, to be incurred by or to be paid by the Company or any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries is or becomes liable (whether or not billed) at any time (whether before or after the date of this Agreement; or) prior to the Merger Closing to any attorneys, accountants, or other advisors (including the fees and expenses of their respective counsel and representatives but not including amounts payable to investment banking firms, financial advisors, brokers or finders), in connection with this Agreement or the transactions contemplated hereby, (ii) pay all of the aggregate amount of the fees, costs and expenses incurred by, paid by, to be incurred by or to be paid by the Company or any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries is or becomes liable (whether or not billed) at any time to any investment banking firms, financial advisors, brokers or finders and any transaction bonuses or retention bonuses to be paid to any executive officer of the Company or any of its Subsidiaries as a result of or in connection with this Agreement or the transactions contemplated hereby and (iii) pay substantially all, and AGREEMENT AND PLAN OF MERGER accrue the unpaid balance thereof on the balance sheet of the Company as of the Merger Closing Date, of any change of control, severance or similar payments (but not transaction bonuses or retention bonuses required to be paid pursuant to clause (ii)) required to be paid, or reasonably likely to be paid, to any executive officer of the Company or any of its Subsidiaries as a result of or in connection with this Agreement or the transactions contemplated hereby. The Company shall provide written evidence of such payments and accruals to Parent in form and substance reasonably satisfactory to Parent. (xvid) enter into a Contract Notwithstanding anything contained herein to or otherwise authorizethe contrary, commitprior to the Merger Closing Date, resolve, propose or agree the Company shall use its reasonable best efforts to take any dissolve each of its Subsidiaries identified in Section 6.1(d) of the actions prohibited by this Section 6.1(b). Company Disclosure Letter. (e) Notwithstanding the foregoing, nothing in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the business or operations of the Company or its Subsidiaries at any time prior to the Appointment Effective Time. Prior to the Effective Time, the Company and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their respective businesses and operations.

Interim Conduct of Business. (a) Except The Company covenants and agrees that, between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article VIII, except (i) as contemplated required by this Agreement or applicable Law, (ii) as set forth consented to in Section 6.1(a) of the Company Disclosure Letter, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X and the Effective Time, unless writing by Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), including any Requested Transactions, (iii) as may be expressly required or expressly contemplated by the Transaction Agreements or (iv) as set forth in Section 5.01 of the Company shall Disclosure Letter, the business of the Company and shall cause its Subsidiaries to (A) carry on its shall be conducted only in, and such entities shall not take any action except in, the ordinary course of business and conduct its operations in the usual, regular and ordinary course in substantially the same a manner as heretofore conducted, and (B) use its commercially reasonable efforts, consistent with past practices practice. The Company and policies, its subsidiaries shall use their reasonable best efforts to (Ia) preserve intact the Company’s business organization and the assets of the Company and its Subsidiaries, (b) keep available the services of the their current officers, key employees and consultants of the Company and each of its Subsidiarieskey consultants, (IIc) preserve the current maintain existing relationships of the Company and each of its Subsidiaries goodwill with customersGovernmental Authorities, suppliers material suppliers, material tenants, material creditors and material lessors and other Persons whom with which the Company or any of its Subsidiaries has significant business relations, relations and (IIId) maintain all of its material operating assets in their current condition Permits necessary to conduct the Company’s business as currently conducted. Furthermore, the Company agrees with Parent that, except (normal wear and tear excepted) and (IV) maintain and preserve its business organization and its material rights and franchises. (b) Except (i1) as contemplated or permitted required by this Agreement or applicable Law, (ii2) as set forth consented to in Section 6.1(b) of the Company Disclosure Letter, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X and the Effective Time, unless writing by Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), including any Requested Transactions, (3) as may be expressly required or expressly contemplated by the Transaction Agreements or (4) as set forth in Section 5.01 of the Company Disclosure Letter, the Company shall not do any of the following not, and shall not permit any of its Subsidiaries to do any of the followingto: (i) amend its or otherwise change, the certificate of incorporation or bylaws of the Company or comparable such similar applicable organizational documents or create of any new of its Subsidiaries; (ii) merge or consolidate the Company or any of its Subsidiaries with any other Person, except for any such transactions solely among wholly owned Subsidiaries of the Company not in violation of any instrument binding on the Company or any of its Subsidiaries or their assets and that would not reasonably be expected to result in an increase in the net Tax liability of the Company and its Subsidiaries taken as a whole; (iii) acquire, directly or indirectly, whether by purchase, merger, consolidation or acquisition of stock or assets or otherwise, any assets, securities, properties, interests, or businesses or make any investment (whether by purchase of stock or securities, contributions to capital, loans to, or property transfers), in each case, other than in the ordinary course of business or as required by the terms of Contracts as in effect as of the date of this Agreement that are listed in Section 3.12(xii) of the Company Disclosure Letter; (iv) (A) issue, sell, deliver pledge, dispose of, grant, transfer, encumber, or agree authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or commit to issueencumbrance of, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Securities or any Subsidiary Securities, except for Securities (Aother than (1) the issuance, delivery and sale sale, pledge, disposition, grant, transfer, lease, license, guaranty or encumbrance of shares by a wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of the Company, (2) the issuance or transfer of Company Common Stock Shares pursuant to Company Options, Company RSUs awards or Company Restricted Stock Awards which are rights outstanding as of the date hereof upon of this Agreement under, and as required by the exercise or vesting thereofterms of the Company Stock Plan or, as applicablesubject to Section 2.07(f), or pursuant to the Company ESPP as in compliance with effect as of the date of this Agreement or (3) the issuance of shares of Company Preferred Stock in connection with the Exchange) or (B) grants amend the terms of any Company Security or Subsidiary Security; (v) other than in the ordinary course of business, make any loans, advances, guarantees or capital contributions to newly hired employees or directors investments in any Person (other than the Company or any direct or indirect wholly owned Subsidiary of the Company); (vi) amend, supplement, replace, refinance, terminate or otherwise modify the Credit Agreement or any Indebtedness related to any Company Properties; (vii) declare, set aside, authorize, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any Company Security or Subsidiary Security, other than (A) dividends or other distributions paid by any direct or indirect wholly owned Subsidiary of the Company to the Company or to any other wholly owned Subsidiary of the Company, (B) dividends or other distributions paid by any direct or indirect non-wholly owned Subsidiary of the Company to the Company or to any other Subsidiary of the Company, provided that such dividend or distribution is required under the organizational documents of such non-wholly owned Subsidiary, (C) the Closing Dividend in accordance with Section 2.03(c) or (D) any REIT Qualification Dividend in accordance with Section 6.12(b); (viii) adjust, reclassify, split, combine or subdivide, redeem, purchase or otherwise acquire, directly or indirectly, any of Company Security or Subsidiary Security; (ix) (A) incur any Indebtedness, or issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company, except for (1) debt incurred pursuant to the Credit Agreement in the ordinary course of business consistent with past practice and (2) any Indebtedness among the Company and its wholly owned Subsidiaries, or (B) redeem, repurchase, prepay, defease, guarantee, cancel or otherwise acquire for value any such Indebtedness, debt securities or warrants or other rights; (x) make or authorize any capital expenditures other than (i) capital expenditures in respect of the Company RSUs Properties set forth in Section 5.01(x) of the Company Disclosure Letter, (ii) capital expenditures required by any Lessor Lease and (yiii) Company Optionsother capital expenditures in the ordinary course of business; (xi) make any material change to its methods of accounting for financial accounting purposes in effect at December 31, 2015, except (A) as required by GAAP (or any interpretation thereof), Regulation S-X of the Exchange Act or a Governmental Authority or quasi-Governmental Authority (including the Financial Accounting Standards Board or any similar organization) or (B) as required by a change in applicable Law; (xii) release, assign, compromise, discharge, waive, settle or satisfy (A) any Action or other rights, claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) for an amount not covered by insurance in excess of $500,000 individually or $2,000,000 in the aggregate or providing for any relief other than monetary relief or (B) any Action relating to the Transaction Agreements or the Transactions; (xiii) (A) terminate, modify or amend any Material Contract other than the termination, modification or amendment of any Lessor Lease or the expiration or renewal of any Material Contract in accordance with its terms and, in each case, issued in the ordinary course of business consistent with past practice, in accordance with or enter into any Contract, agreement, or arrangement that would have been a Material Contract if entered into prior to the limitations specified on Section 6.1(b) of the Company Disclosure Letter and with respect to Company Optionsdate hereof, with a per share exercise price that is no less other than the then-current market price of a share of Company Common Stock; (iii) directly or indirectly acquire, repurchase or redeem any Company Securities or Subsidiary Securities, except in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary of the Company Lessor Leases in the ordinary course of business consistent with past practice, (C) Tax withholdings and exercise price settlements upon the exercise of Company Options or vesting of Company RSUs or Company Restricted Stock Awards or (D) the forfeiture to or repurchase by the Company of Company Common Stock in connection with the termination of service of a holder of a Company Restricted Stock Award; (iv) (A) split, combine, subdivide or reclassify any shares of capital stock, or (B) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock, or make any other actual, constructive or deemed distribution in respect of the shares of capital stock, except for cash dividends made by any direct or indirect wholly-owned Subsidiary of the Company to the Company or one of its wholly-owned Subsidiaries; (v) propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, except for the transactions contemplated by this Agreement; (vi) (A) redeem, repurchase, prepay, defease, cancel, incur, create, assume or otherwise acquire or modify waive in any material respect any long-term or short-term debt for borrowed monies or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoing, except for (1) debt incurred in the ordinary course of business under letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof, and (2) loans or advances between the Company and any direct or indirect Subsidiariesof, or between waive any direct or indirect Subsidiaries of the Companymaterial default under, (B) assumeany Material Contract, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except with respect to obligations of direct or indirect wholly-owned Subsidiaries of the Company, (C) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned Subsidiaries), except for travel advances and business expenses in the ordinary course of business consistent with past practice to employees of the Company or any of its Subsidiaries, or (D) mortgage or pledge any of the Assets, or create or suffer to exist any Lien thereupon (other than Permitted Liens), except pursuant to the terms of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof; (vii) except as may be required by applicable Law or the terms of any Employee Plan as in effect on the date hereof or as contemplated by this Agreement, (A) enter into, adopt, amend (including acceleration of vesting), modify or terminate any bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any director, officer or employee in any manner, (B) increase the compensation payable or to become payable of any director, officer or employee, pay or agree to pay any special bonus or special remuneration to any director, officer or employee, or pay or agree to pay any benefit not required by any plan or arrangement as in effect as of the date hereof, except in the ordinary course of business consistent with past practice with respect to any employee who is not a director or executive officer, except in any such case (1) in connection with the hiring of new employees who are not directors or executive officers Lessor Lease in the ordinary course of business consistent with past practice, and or (2C) enter into any Contract which contains a change of control or similar provision that would require a payment to the other party or parties thereto in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant or pay any severance or termination pay to (or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor consummation of the Company or any of its Subsidiaries, except Transactions (including in the ordinary course of business consistent combination with past practice with respect to any independent contractor or employee who is not a director or executive officer or (D) increase benefits payable under any existing severance or termination pay policies or employment agreements. (viii) settle any pending or threatened Legal Proceeding, except for the settlement of any Legal Proceeding (A) for solely money damages not in excess of $250,000.00 individually or $500,000.00 in the aggregate and (B) as would not be reasonably likely to have any adverse impact on any other Legal Proceedingsevent or circumstance); (ix) except as may be required as a result of a change in applicable Law or in GAAP, make any material change in any of the accounting methods, principles or practices used by it or change an annual accounting period; (xxiv) (A) make or change rescind any material Tax electionexpress or deemed election (unless such election or rescission is required by Law or necessary (1) to preserve the status of the Company as a REIT under the Code, or (2) to qualify or preserve the status of any Subsidiary as a partnership for federal income tax purposes or as a qualified REIT subsidiary or a taxable REIT subsidiary under the applicable provisions of Section 856 of the Code, as the case may be, provided that in such events the Company shall notify Parent of such election and shall not fail to make such election in a timely manner); (B) settle or compromise any material federal, state, local or foreign income Tax liability, or waive or extend the statute of limitations in respect of such Taxes; (C) consent take any action (or fail to take any extension action) that might (1) cause the Company to no longer qualify as a REIT or waiver of (2) prevent the Surviving Corporation from continuing to qualify as a REIT after the Merger Closing; (D) amend any limitation period Tax Return with respect to any claim or assessment for a material amount of Taxes, ; (DE) change any annual Tax accounting period or method of Tax accounting, (E) file any materially amended Tax Return, ; or (F) enter into initiate or engage in any closing agreement transaction intended to qualify in whole or in part as a 1031 Exchange; (xv) (A) with regard to Intellectual Property, transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon or allow to lapse or expire or otherwise dispose of any material Intellectual Property; and (B) with regard to other assets (other than Company Property), transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon, create or incur any Lien (other than Permitted Liens) on or allow to lapse or expire or otherwise dispose of any assets or interests therein of the Company or its Subsidiaries, except, with respect to the foregoing clause (B), sales, leases, licenses or other dispositions of assets with a fair market value not in excess of $1,000,000 in any Tax transaction or (G) surrender any right to claim a material Tax refundseries of related transactions or $5,000,000 in the aggregate; (xixvi) transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon, create or incur any Lien (other than Permitted Liens) on or allow to lapse or expire or otherwise dispose of, any Company Property, other than in the ordinary course of business and other than (A) the lease of Company Property under existing Lessor Leases to current tenants and (B) the leasing of Company Property pursuant to Lessor Leases entered into after the date hereof in the ordinary course of business consistent with past practice; (xvii) terminate any executive officers or hire any new employees unless such hiring is in the ordinary course of business consistent with past practice that are subject to arrangements that are terminable at-will and do not provide for severance, retention or change in control payments or benefits; provided, that in no event shall the Company or any of its Subsidiaries enter into an employment agreement or other arrangement which provides, or extend or renew the terms of any arrangement with an existing employee to provide, for an annual base salary in excess of $250,000; (xviii) adopt, enter into, amend, terminate or extend any Collective Bargaining Agreement; (xix) except as required pursuant to a Company Benefit Plan, or as otherwise required by applicable Law, (A) grant or provide any severance, retention, change in control or termination payments or benefits to any director, officer or non-officer employees of the Company or any of its Subsidiaries, (B) increase the compensation or benefits of, pay any bonus to, or make any new equity awards to, any director, officer or employee of the Company or any of its Subsidiaries, other than, in the case of non-officer employees, base salary increases in the ordinary course of business consistent with past practice, (AC) acquire establish, adopt, amend or terminate any Company Benefit Plan or any arrangement that would be a Company Benefit Plan if in effect as of the date hereof or amend the terms of any outstanding equity-based awards, (by mergerD) take any action to accelerate the vesting or payment, consolidation or acquisition of stock fund or assets) in any other Person way secure the payment, of compensation or benefits under any material equity interest therein or (B) dispose of any properties or assets of the Company or its SubsidiariesBenefit Plan, which are material to the extent not already provided in any such Company and its SubsidiariesBenefit Plan, taken as a whole; or (xiiE) make materially change any capital expenditures other than capital expenditures provided for in the capital budget provided to Parent prior to the date of this Agreement and set forth on Section 6.1(b)(xii) of the Company Disclosure Letter; (xiii) make any changes or modifications to any investment or risk management policy actuarial or other similar policies (including assumptions used to calculate funding obligations with respect to hedgingany Company Benefit Plan or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP, or (F) forgive any loans to directors, officers or any cash management policy; (xiv) permit any insurance policy naming key employees of the Company or any of its Subsidiaries as a beneficiary or a loss payable payee to lapse, be canceled or expire unless a new policy with substantially identical coverage is in effect as of the date of lapse, cancellation or expirationSubsidiaries; (xvxx) other than unless required by applicable Law, reclassify any independent contractor as an employee of the Company or any of its Subsidiaries; (xxi) fail to maintain in full force and effect insurance policies of the Company, any of its Subsidiaries and their properties, businesses, assets and operations in a form and amount consistent with past practice in all material respects; (xxii) enter into any new line of business; (xxiii) adopt, enter into or effect any plan of complete or partial liquidation, dissolution, reorganization or restructuring; (xxiv) take any action that would, or would be reasonably likely to, individually or in the ordinary course aggregate, prevent, materially delay or materially impede the consummation of business, enter into, amend in any material respect, terminate or fail to renew any Material Contract, or any other Contract that would have been a Material Contract had it not been amended, terminated or non-renewed prior to the date of this AgreementTransactions; or (xvixxv) announce an intention to enter into a Contract into, authorize or enter into, or permit any of its Subsidiaries to authorize or enter into, any written agreement or otherwise authorize, commit, resolve, propose or agree make any commitment to take do any of the actions prohibited by this Section 6.1(b). Notwithstanding the foregoing, nothing in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the business or operations of the Company or its Subsidiaries at any time prior to the Appointment Time.

Interim Conduct of Business. (a) Except (i) as expressly contemplated by this Agreement or Agreement, (ii) as set forth in Section 6.1(a) of the Company Disclosure Letter, or (iii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X and the Effective Appointment Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), each of the Company shall and shall cause each of its Subsidiaries to shall (A) carry on its business and conduct its operations in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and (B) use its commercially reasonable efforts, consistent with past practices and policies, to (I) keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, (II) to preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons whom the Company or any of its Subsidiaries has significant business relations, (III) maintain all of its material operating assets in their current condition (normal wear and tear excepted) and (IV) to maintain and preserve its business organization and its material rights and franchises. (b) Except (iA) as contemplated or permitted by this Agreement or Agreement, (iiB) as set forth in Section 6.1(b) of the Company Disclosure Letter, or (C) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X and the Effective Appointment Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following and shall not permit any of its Subsidiaries to do any of the following:following (it being understood and hereby agreed that if any action is expressly permitted by any of the following subsections, such action shall be expressly permitted under Section 6.1(a)): (i) amend its certificate of incorporation or bylaws or comparable organizational documents or create any new Subsidiariesdocuments; (ii) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Securities or any Subsidiary Securities, except for (A) the issuance, delivery issuance and sale of shares of Company Common Stock pursuant to Company Options, Options or Company RSUs or Company Restricted Stock Awards which are outstanding as of the date hereof upon the exercise or vesting thereof, as applicable, or pursuant to the Company ESPP in compliance with this Agreement or and (B) grants to newly hired employees or directors of (x) Company RSUs and (y) Company Options, in each case, issued in the ordinary course of business consistent with past practicepractice and relating to an aggregate (with respect to the total number of Company RSUs and Company Options granted) number of shares of Company Common Stock not in excess of 300,000, in accordance with the limitations specified on Section 6.1(b) of the Company Disclosure Letter and with respect to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common Stock; (iii) directly or indirectly acquire, repurchase or redeem any Company Securities or Subsidiary Securities, except in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice, (C) Tax withholdings and exercise price settlements upon the exercise of Company Options or vesting of Company RSUs or Company Restricted Stock Awards or (D) the forfeiture to or repurchase by the Company of Company Common Stock in connection with the termination of service of a holder of a Company Restricted Stock AwardRSUs; (iv) (A) split, combine, subdivide or reclassify any shares of capital stock, or (B) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock, or make any other actual, constructive or deemed distribution in respect of the shares of capital stock, except for cash dividends made by any direct or indirect wholly-owned Subsidiary of the Company to the Company or one of its wholly-owned SubsidiariesSubsidiaries or (C) enter into amend or modify any shareholder rights agreement, rights plan, “poison pill” or other similar agreement or instrument; (v) propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, except for the transactions contemplated by this Agreement; (vi) (A) redeem, repurchase, prepay, defease, cancel, incur, create, assume or otherwise acquire or materially modify in any material respect any long-term or short-term debt for borrowed monies or issue or sell any debt securities or callsin excess of $3,000,000 in the aggregate, options, warrants or other rights to acquire provided that any debt securities of so incurred must be voluntarily prepayable without material premium, penalties or any other material costs and may not include any voting interest in the Company or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoingSubsidiaries, except for (1) debt incurred in the ordinary course of business under letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereofhereof or issuances or repayment of commercial paper in the ordinary course of business consistent with past practice, and (2) loans or advances between the Company and any direct or indirect Subsidiaries, or between any direct or indirect Subsidiaries of the CompanySubsidiaries, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other PersonPerson in excess of $3,000,000 in the aggregate, except with respect to obligations of direct or indirect wholly-owned Subsidiaries of the Company, (C) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned Subsidiaries), except for travel business expense advances and business expenses in the ordinary course of business consistent with past practice to employees of the Company or any of its Subsidiaries, or (D) mortgage or pledge any of the Assetsits or its Subsidiaries’ assets, tangible or intangible, or create or suffer to exist any Lien thereupon (other than Permitted Liens), except pursuant to the terms of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof; (vii) except as may be required by applicable Law or the terms of any Employee Plan as in effect on the date hereof or as contemplated by this Agreementhereof, (A) enter into, adopt, amend (including acceleration of vesting), modify or terminate any bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining Employee Plan or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any director, officer or employee in any manner, except in any such case (1) in connection with the hiring of new employees with a position lower than Vice President in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of employees to positions lower than Vice President in the ordinary course of business consistent with past practice, or (B) increase the compensation or benefits payable or to become payable of to any director, officer or employee, pay or agree to pay any severance, special bonus or special remuneration to any director, officer or employee, or pay or agree to pay any benefit not required by any plan or arrangement as in effect as of the date hereof, except in the ordinary course of business consistent with past practice with respect (but subject to any employee who is not a director or executive officer, except the limits set forth in any such case (1Section 6.1(b)(vii) in connection with the hiring of new employees who are not directors or executive officers in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant or pay any severance or termination pay to (or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice with respect to any independent contractor or employee who is not a director or executive officer or (D) increase benefits payable under any existing severance or termination pay policies or employment agreements.Disclosure Letter); (viii) settle any pending or threatened Legal Proceeding, except for the settlement of any Legal Proceeding (A) for solely money damages monetary compensation not in excess of $250,000.00 individually or $500,000.00 1,000,000 in the aggregate and or (Bii) as would not be reasonably likely to have enter into any adverse impact on consent decree, injunction or other similar restraint or form of equitable relief in settlement of any action, suit, claim, litigation or other Legal Proceedingsproceeding; (ix) except as may be required as a result of a change in applicable Law or in GAAP, make any material change in any of the accounting methods, principles or practices used by it or change an annual accounting periodit; (x) (A) make make, revoke or change any material Tax election, (B) settle or compromise any material federal, state, local or foreign income Tax liabilityliability or claim for Tax refund, (C) consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, (D) change any annual Tax accounting period or method of Tax accounting, (E) file any materially material amended Tax Return, (F) enter into any closing agreement with respect to any Tax or (G) surrender any right to claim a material Tax refund; (xi) except in the ordinary course of business consistent with past practice, (A) enter into, modify or amend (in the case of modifications or amendments, in a manner that is, taken as a whole, adverse in to the Company and its Subsidiaries) or terminate any Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respective properties or assets may be bound or (B) waive, release or assign any material rights or claims under any of such Contracts; (xii) except in the ordinary course of business consistent with past practice, grant or acquire from any Person any Intellectual Property, or dispose of any Intellectual Property of the Company, (xiii) make any capital expenditure in excess of $3,000,000 in the aggregate in any calendar quarter; (xiv) other than in the ordinary course of business consistent with past practice, (A) acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any material equity interest therein in excess of $1,000,000 in the aggregate or (B) dispose of any properties or assets of the Company or its Subsidiaries, which are material to the Company and its Subsidiaries, taken as a whole; or (xii) make any capital expenditures other than capital expenditures provided for in the capital budget provided to Parent prior to the date of this Agreement and set forth on Section 6.1(b)(xii) of the Company Disclosure Letter; (xiii) make any changes or modifications to any investment or risk management policy or other similar policies (including with respect to hedging) or any cash management policy; (xiv) permit any insurance policy naming the Company or any of its Subsidiaries as a beneficiary or a loss payable payee to lapse, be canceled or expire unless a new policy with substantially identical coverage is in effect as of the date of lapse, cancellation or expiration; (xv) other than in assign or otherwise transfer any Intellectual Property Rights, to the ordinary course of business, enter into, amend in any material respect, terminate or fail to renew any Material Contractextent they are Owned Company Intellectual Property, or any beneficial or record ownership therein or file or record applications or registrations for such Intellectual Property Rights in the name of any Person other Contract that would have been a Material Contract had it not been amendedthan the Company, terminated or non-renewed prior to share the date costs of this Agreementacquisition, development, maintenance or prosecution of any such Intellectual Property Rights; or (xvi) enter into a Contract to Contract, or otherwise authorize, commit, resolve, propose resolve or agree in any legally binding manner, to take any of the actions prohibited by this Section 6.1(b). . (c) Notwithstanding the foregoing, nothing in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the business or operations of the Company or its Subsidiaries at any time prior to the Appointment Time. Prior to the Appointment Time, the Company and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, control and supervision over their own business and operations to the extent required by Law.

Interim Conduct of Business. (a) Except as (i) as contemplated contemplated, required or permitted by this Agreement or Agreement, (ii) as required by applicable Law, (iii) set forth in Section 6.1(a5.1(a) of the Company Disclosure Letter, or (iv) approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X IX and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall and shall cause each of its Subsidiaries to shall (A) carry on its business and conduct its operations in the usual, regular and ordinary course in substantially the same manner as heretofore conductedconducted in all material respects, and (B) use its commercially reasonable best efforts, consistent with past practices and policiespractices, to (I) keep available the services of the current officers, key employees preserve substantially intact its business organization and consultants of the Company and each of its Subsidiaries, (II) preserve the current relationships of the Company and each of its Subsidiaries with material customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations, (III) maintain all of its material operating assets in their current condition (normal wear and tear excepted) and (IV) maintain and preserve its business organization and its material rights and franchisesrelations as is reasonably necessary. (b) Except as (i) as contemplated contemplated, required or permitted by this Agreement or Agreement, (ii) as required by applicable Law, (iii) set forth in Section 6.1(b5.1(b) of the Company Disclosure Letter, or (iv) approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X IX and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following and shall not permit any of its Subsidiaries to do any of the following:following (it being understood and hereby agreed that if any action is expressly permitted by any of the following subsections, such action shall be expressly permitted under Section 5.1(a)): (i) amend its certificate memorandum of incorporation or bylaws association, articles of association or comparable organizational documents or create any new Subsidiariesdocuments; (ii) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Securities or any Subsidiary Securities, except for (A) the issuance, delivery issuance and sale of shares of Company Common Stock Shares (including Company Shares represented by ADSs) pursuant to Company Options, Company RSUs or Company Restricted Stock Awards which are outstanding as of the date hereof upon the exercise or vesting thereof, as applicable, or pursuant to the Company ESPP in compliance with this Agreement or (B) grants to newly hired employees or directors of (x) Company RSUs and (y) Company Options, in each case, Options issued in the ordinary course of business consistent with past practice, in accordance with the limitations specified on Section 6.1(b) of the Company Disclosure Letter and with respect to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common StockShare; (iii) directly or indirectly acquire, repurchase or redeem any Company Securities or Subsidiary Securities, except in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice, (C) Tax withholdings and exercise price settlements upon the exercise of Company Options or vesting of Company RSUs or Company Restricted Stock Awards or (D) the forfeiture to or repurchase by the Company of Company Common Stock in connection with the termination of service of a holder of a Company Restricted Stock AwardOptions; (iv) (A) split, combine, subdivide or reclassify any shares of capital stockshares, or (B) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stockshares, or make any other actual, constructive or deemed distribution in respect of the shares of capital stockshares, except for cash dividends made by any direct or indirect wholly-owned Subsidiary of the Company to the Company or one of its wholly-owned SubsidiariesSubsidiaries or (C) enter into any voting agreement with respect to its share capital that is inconsistent with the transaction contemplated hereby; (v) propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, except for (A) the transactions contemplated by this AgreementAgreement or (B) the dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice; (vi) (A) redeem, repurchase, prepay, defease, cancel, incur, create, incur or assume or otherwise acquire or modify in any material respect any long-term or short-term debt for borrowed monies or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoingsecurities, except for (1) debt incurred in the ordinary course of business under letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereofhereof or issuances or repayment of commercial paper in the ordinary course of business consistent with past practice, and (2) loans or advances between the Company and any direct or indirect Subsidiaries, or between any direct or indirect Subsidiaries of the CompanySubsidiaries, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other PersonPerson in excess of $1,000,000 (or an equivalent amount in RMB) individually or $10,000,000 (or an equivalent amount in RMB) in the aggregate, except with respect to obligations of direct or indirect wholly-owned Subsidiaries of the Company, (C) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned Subsidiaries), except for travel payments or advances and business expenses made in the ordinary course of business consistent with past practice to employees of the Company or any of its Subsidiariesdirect or indirect Subsidiaries consistent with their respective past practice, or (D) mortgage or pledge any of the Assetsits or its Subsidiaries’ assets, tangible or intangible, or create or suffer to exist any Lien thereupon (other than Permitted Liens), except pursuant to the terms of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof; (vii) except as may be required by applicable Law or the terms of any Employee Plan employee benefit plan as in effect on the date hereof or as contemplated by this Agreementhereof, (A) enter into, adopt, amend (including acceleration of vesting), modify or terminate any bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock share equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining severance or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any director, officer or employee in any manner, except in any such case (1) in connection with the hiring of new officers or employees in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of officers or employees in the ordinary course of business consistent with past practice, or (B) increase the compensation payable or to become payable of to any director, officer or employee, pay or agree to pay any special bonus or special remuneration to any director, officer or employee, or pay or agree to pay any benefit not required by any plan or arrangement as in effect as of the date hereof, except in the ordinary course of business consistent with past practice with respect to any employee who is not a director or executive officer, except in any such case (1) in connection with the hiring of new employees who are not directors or executive officers in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant or pay any severance or termination pay to (or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice with respect to any independent contractor or employee who is not a director or executive officer or (D) increase benefits payable under any existing severance or termination pay policies or employment agreements.; (viii) settle any pending or threatened Legal Proceeding, except for the settlement of any Legal Proceeding (A) for solely money damages not in excess of $250,000.00 individually or $500,000.00 in the aggregate and (B) as would not be reasonably likely to have any adverse impact on any other Legal Proceedings; (ix) except as may be required as a result of a change in applicable Law or in GAAP, make any material change in any of the accounting methods, principles or practices used by it it; (ix) sell, transfer, lease, license, assign or change otherwise dispose of (including, by merger, consolidation, or sale of stock or assets) any entity, business, tangible assets or tangible properties of the Company or any of its Subsidiaries having a current value in excess of $1,000,000 (or an annual accounting periodequivalent amount in RMB) in the aggregate (other than the sale of inventory in the ordinary course of business); (x) sell, transfer, license, assign or otherwise dispose of (including, by merger, consolidation or sale of stock or assets), abandon, permit to lapse or fail to maintain or enforce any material intellectual property owned by the Company or any of its Subsidiaries (except the granting of nonexclusive licenses in the ordinary course of business), or disclose to any Person any confidential information (except pursuant to confidentiality agreements); (xi) (A) make or change any material Tax election, (B) settle or compromise any material federal, state, local or foreign income Tax liability, or (C) consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, (D) change in each case to the extent such election, settlement, compromise, extension, waiver or other action would have the effect of materially increasing the Tax liability of the Company or any annual Tax accounting of its Subsidiaries for any period ending after the Closing Date or method of Tax accounting, (E) file any materially amended Tax Return, (F) enter into any closing agreement with respect to decreasing any Tax attribute of the Company or (G) surrender any right to claim a material Tax refundof its Subsidiaries existing on the Closing Date; (xixii) other than in the ordinary course of business consistent with past practice, (A) acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any material equity interest therein with a value in excess of $5,000,000 (or an equivalent amount in RMB) individually or $10,000,000 (or an equivalent amount in RMB) in the aggregate or (B) dispose of any properties or assets of the Company or its Subsidiaries, which are material to the Company and its Subsidiaries, taken as a whole; or (xii) make any capital expenditures other than capital expenditures provided for in the capital budget provided to Parent prior to the date of this Agreement and set forth on Section 6.1(b)(xii) of the Company Disclosure Letter; (xiii) make enter into any changes or modifications to any investment or risk management policy or other similar policies (including with respect to hedging) or any cash management policynew line of business outside of its existing business segments; (xiv) permit adopt, propose, effect or implement any insurance policy naming the Company “shareholder rights plan,” “poison pill” or any of its Subsidiaries as a beneficiary or a loss payable payee to lapse, be canceled or expire unless a new policy with substantially identical coverage is in effect as of the date of lapse, cancellation or expiration;similar arrangement; or (xv) other than in the ordinary course of business, enter into, amend in any material respect, terminate or fail to renew any Material into a Contract, or any other Contract that would have been a Material Contract had it not been amended, terminated or non-renewed prior to the date of this Agreement; or (xvi) enter into a Contract to or otherwise authorize, commit, resolve, propose resolve or agree in any legally binding manner, to take any of the actions prohibited by this Section 6.1(b5.1(b). . (c) Notwithstanding the foregoing, nothing in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the business or operations of the Company or its Subsidiaries at any time prior to the Appointment Effective Time. Prior to the Effective Time, the Company and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operations.

Interim Conduct of Business. (a) Except (i) as contemplated expressly permitted by this Agreement or Agreement, (ii) as set forth in Section 6.1(a5.1(a) of the Company Disclosure Letter, or (iii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X VIII and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall shall, and shall cause each of its Subsidiaries to to, (A) carry on its business and conduct its operations in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and (B) use its commercially reasonable efforts, consistent with past practices and policies, to (I) keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, (II) and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons whom the Company or any of its Subsidiaries has significant business relations, (III) maintain all of its material operating assets in their current condition (normal wear and tear excepted) and (IV) maintain and relations as is reasonably necessary to preserve substantially intact its business organization and its material rights and franchisesorganization. (b) Except (i) as contemplated or expressly permitted by this Agreement or Agreement, (ii) as set forth in Section 6.1(b5.1(b) of the Company Disclosure Letter, or (iii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X VIII and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following and shall not permit any of its Subsidiaries to do any of the following:following (it being understood and hereby agreed that if any action is expressly permitted by any of the following subsections, such action shall be expressly permitted under Section 5.1(a)): (i) amend its certificate of incorporation or bylaws or comparable organizational documents or create any new Subsidiariesdocuments; (ii) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Securities or any Subsidiary Securities, except for (A) the issuance, delivery issuance and sale of shares of Company Common Stock pursuant to upon the exercise of Company Options, Company RSUs or Company Restricted Stock Awards which are Options outstanding as of the date hereof or issued after the date hereof in compliance with the terms of this Section 5.1(b), (B) the issuance of shares of Company Common Stock upon the exercise vesting or vesting thereofsettlement of Company Restricted Stock Units outstanding as of the date hereof or issued after the date hereof in compliance with the terms of this Section 5.1(b), as applicable, or (C) the issuance and sale of shares of Company Common Stock to participants in the Company ESPP pursuant to the Company ESPP in compliance terms thereof and only with respect to the offering period open as of the date of this Agreement and (D) the grant of options or (B) grants restricted stock units to newly hired non-officer employees or directors of (x) Company RSUs and (y) Company Options, in each case, issued in the ordinary course of business consistent with past practice, in accordance with the limitations specified on Section 6.1(b) of the Company Disclosure Letter Company; provided, that the number of shares of Common Stock exercisable or issuable upon vesting of any such options and with respect such restricted stock units shall not exceed 20,000 shares in the aggregate in any two month period prior to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common Stock;Closing. (iii) directly or indirectly acquire, repurchase or redeem any Company Securities or Subsidiary Securities, except (A) repurchases of Company Securities pursuant to the terms and conditions of Company Options or Company Restricted Stock Units outstanding as of the date hereof or issued after the date hereof in compliance with the terms of this Section 5.1(b) and (B) in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice, (C) Tax withholdings and exercise price settlements settlements, as applicable, upon the exercise of Company Options or vesting of Company RSUs or Company Restricted Stock Awards or (D) Units in accordance with their terms as of the forfeiture to or repurchase by the Company of Company Common Stock in connection with the termination of service of a holder of a Company Restricted Stock Awarddate hereof; (iv) (A) split, combine, subdivide or reclassify any shares of capital stock, or (B) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock, or make any other actual, constructive or deemed distribution in respect of the shares of capital stock, except for (i) cash dividends or other distributions made by any direct or indirect wholly-owned Subsidiary of the Company to the Company or one of its wholly-owned SubsidiariesSubsidiaries and (ii) quarterly dividends not to exceed $0.06 per share made by the Company to its Stockholders consistent with past practice; (v) propose or adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, except for the transactions contemplated by this Agreement; (vi) except as required by applicable Law, convene any regular or special meeting of the Company Stockholders or of the holders of any Subsidiary Securities; (vii) (A) redeem, repurchase, prepay, defease, cancel, incur, create, incur or assume or otherwise acquire or modify in any material respect any long-term or short-term debt for borrowed monies or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoingIndebtedness, except for (1) debt incurred in the ordinary course of business business, in amounts consistent with past practice, under letters of credit, lines of credit or other credit facilities or arrangements as in effect on the date hereof, and (2) loans or advances between the Company and any direct or indirect Subsidiaries, or between any direct or indirect Subsidiaries of the Company, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except with respect to obligations of its direct or indirect wholly-owned Subsidiaries Subsidiaries, or between any of the Companyits direct or indirect wholly-owned Subsidiaries, (CB) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned Subsidiaries), except for travel or business expense advances and business expenses in the ordinary course of business consistent with past practice to employees of the Company or any of its Subsidiaries, or (DC) mortgage or pledge any of the Assetsits or its Subsidiaries’ assets, tangible or intangible, or create or suffer to exist any Lien thereupon (other than Permitted Liens), except pursuant to the terms of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof; (viiviii) except as may be required by applicable Law or the terms of any Employee Plan as in effect on the date hereof or as contemplated by this Agreementhereof, (A) enter into, adopt, amend (including acceleration of vesting), modify or terminate any Employee Plan, bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, equity-based compensation, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severanceretention, change in control, pension, retirement, collective bargaining severance or other employee benefit agreement, trust, plan, fund or other arrangement (including any agreement, trust, plan, fund or arrangement that would be an Employee Plan if it were in existence on the date of this Agreement) for the compensation, benefit or welfare of any current or former director, officer officer, employee or employee independent contractor in any manner, (B) increase the compensation payable or to become payable of any director, officer or employee, pay or agree to pay any special bonus or special remuneration to any director, officer or employee, or pay or agree to pay any benefit not required by any plan or arrangement as in effect as of the date hereof, except in the ordinary course of business consistent with past practice with respect to any employee who is not a director or executive officer, except in any such case (1) case, in connection with the hiring of new employees who are not directors or executive officers in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of employees non-officer employees, who are have an aggregate annual compensation that is not directors or executive officers (and who will not be directors or executive officers after such promotion) in excess of $100,000 in the ordinary course of business consistent with past practice, (CB)(1) grant increase or commit to increase the salaries, bonuses, severance, termination, retention or change in control pay or other compensation (including equity-based compensation) or benefits payable or to become payable, (2) accelerate the vesting of any compensation or material benefits, (3) grant, pay or agree to pay any severance bonus or termination special remuneration, or (4) pay or agree to pay any material benefit, in each case (or amend any such existing arrangement with1), (2), (3) and (4) to any current or former director, officer, director or officer or any employee or independent contractor who received or is expected to receive aggregate annual compensation of $100,000 or more, (C) terminate, promote or change the Company title of any director or officer (retroactively or otherwise), (D) hire or make an offer to hire any of its Subsidiariesnew employee, officer, director, independent contractor, except for the hiring or promotion of non-officer employees who have an aggregate annual compensation that is not in excess of $200,000, in the ordinary course of business consistent with past practice or (E) enter into any material agreement with respect to any independent contractor labor dispute, organizing activity or employee who is not a director proceeding, or executive officer any lockouts, slowdowns, strikes or (D) increase benefits payable under work stoppages, or threats of any existing severance or termination pay policies or employment agreements.thereof; (viiiix) settle or compromise any pending or threatened Legal Proceeding, or commence any Legal Proceeding involving individually more than $500,000 or in the aggregate more than $2,000,000, except for the settlement of any Legal Proceeding (A) for solely money damages not in excess of $250,000.00 individually or $500,000.00 that is in the aggregate ordinary course of business and does not include any obligation (Bother than the payment of money that is fully paid by insurance) as would not to be reasonably likely performed by the Company or its Subsidiaries following the Effective Time (including any obligation to have refrain from taking or performing any adverse impact on activities or actions), or waive any other Legal Proceedingsmaterial claims or rights; (ixx) except as may be required as a result of a change in applicable Law or in GAAP, make any material change in any of the accounting methods, principles or practices used by it or change an annual accounting periodit; (xxi) (A) make or change any material Tax election, (B) settle or compromise any income or other material federal, state, local or foreign income Tax liabilityLiability, (C) amend any income or other material Tax Return, (D) waive any right to claim a Tax refund or (E) consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, (D) change any annual Tax accounting period or method of Tax accounting, (E) file any materially amended Tax Return, (F) enter into any closing agreement with respect to any Tax or (G) surrender any right to claim a material Tax refund; (xixii) other than in the ordinary course of business consistent with past practice, (A) acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any material equity interest therein or, except with respect to wholly-owned Subsidiaries, make any capital contributions or other investments in any Person, in excess of $1,000,000 individually or $2,000,000 in the aggregate or (B) dispose of any material properties or material assets of the Company or its Subsidiaries, which are ; (xiii) establish or otherwise engage in the conduct of any new line of business material to the Company and its Subsidiaries, taken as a whole; or (xii) make any capital expenditures other than capital expenditures provided for in the capital budget provided to Parent prior to the date of this Agreement and set forth on Section 6.1(b)(xii) of the Company Disclosure Letter; (xiii) make any changes or modifications to any investment or risk management policy or other similar policies (including with respect to hedging) or any cash management policy; (xiv) permit make any insurance policy naming capital expenditure or expenditures which (A) involves the Company purchase of real property, (B) are pursuant to capital expenditure commitments entered into after the date hereof or any otherwise are made after the date hereof (except to the extent described in clause (C) hereof) to the extent such expenditures are in excess of its Subsidiaries as a beneficiary $3,000,000 in the aggregate or a loss payable payee (C) are pursuant to lapse, be canceled or expire unless a new policy with substantially identical coverage is in effect capital expenditure commitments existing as of the date hereof, to the extent such expenditures are made after the date hereof and are in excess of lapse, cancellation or expiration$3,000,000 in the aggregate; (xvA) other than except as is in the ordinary course of businessbusiness consistent with general past practice, (i) enter into, amend in into any material respect, terminate or fail to renew any Material Contract, or any other Contract that would have been a Material Contract had it not been amended, terminated or non-renewed if entered into prior to the date hereof or (ii) amend, renew, extend, modify or terminate, or otherwise waive, release or assign any rights, claims or benefits of this Agreement; orthe Company or any of its Subsidiaries under, any Material Contract (or Contract that would have been a Material Contract if entered into prior to the date hereof) if such amendment, renewal, extension, modification, termination, waiver, release or assignment would be (x) reasonably expected to be adverse to the Company and its Subsidiaries, taken as a whole, in any material respect and (y) outside the ordinary course of business or (B) fail to comply with or breach in any material respect any Material Contract; (xvi) enter into any Contract that by its terms limits, curtails or restricts the ability of the Company or any of its Subsidiaries to compete or conduct activities in any geographic area, line of business, or with any Person, in each case in a Contract manner that is or would reasonably be expected to be material to the operations of the Company and its Subsidiaries taken as a whole; (xvii) other than Standard Outbound Licenses, grant to any third Person any license, sublicense, covenant not to xxx, immunity, authorization, release or other right with respect to any material Intellectual Property Rights; assign or transfer to any third Person any material Company Intellectual Property Rights; or abandon any Company Registered Intellectual Property Rights; (xviii) terminate or cancel, let lapse, or amend or modify in any material respect, other than renewals in the ordinary course of business, any material insurance policies maintained by the Company or any of its Subsidiaries which is not promptly replaced by a comparable amount of insurance coverage with reputable independent insurance companies or underwriters; or (xix) enter into a Contract, or otherwise authorize, commit, resolve, propose resolve or agree in any legally binding manner, to take any of the actions prohibited by this Section 6.1(b5.1(b). . (c) Notwithstanding the foregoing, nothing in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the business or operations of the Company or its Subsidiaries at any time prior to the Appointment Effective Time. Prior to the Effective Time, the Company and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operations.

Interim Conduct of Business. (a) Except as (i) as contemplated expressly contemplated, required or permitted by this Agreement or Agreement, (ii) as required by applicable Law, (iii) set forth in Section 6.1(a5.1(a) of the Company Disclosure Letter, or (iv) approved by Parent in writing (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, the Company and each of its Subsidiaries shall (A) carry on its business in the ordinary course, and (B) use its reasonable best efforts to preserve substantially intact its current business organization, and to keep available the service of its current officers, employees, consultants, contractors, subcontractors and agents, and preserve the current relationships of the Company and each of its Subsidiaries with material customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations, in each case consistent with past practice. (b) Except as (i) contemplated, required or permitted by this Agreement, (ii) required by applicable Law, (iii) set forth in Section 5.1(b) of the Company Disclosure Letter, or (iv) approved by Parent in writing (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X IX and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall and shall cause its Subsidiaries to (A) carry on its business and conduct its operations in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and (B) use its commercially reasonable efforts, consistent with past practices and policies, to (I) keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, (II) preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons whom the Company or any of its Subsidiaries has significant business relations, (III) maintain all of its material operating assets in their current condition (normal wear and tear excepted) and (IV) maintain and preserve its business organization and its material rights and franchises. (b) Except (i) as contemplated or permitted by this Agreement or (ii) as set forth in Section 6.1(b) of the Company Disclosure Letter, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following and shall not permit any of its Subsidiaries to do any of the following:following (it being understood and hereby agreed that if any action is expressly permitted by any of the following subsections, such action shall be expressly permitted under Section 5.1(a)): (i) amend its certificate memorandum of incorporation or bylaws association, articles of association or comparable organizational documents or create any new Subsidiariesdocuments; (ii) issue, sell, deliver pledge, dispose of, transfer, deliver, grant or encumber, or agree or commit or authorize to issue, sell sell, pledge, dispose of, transfer, deliver, grant or deliver encumber (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Securities or any Subsidiary SecuritiesSecurities or any obligation described in Section 3.7(c)(v), except for (A) the issuance, delivery issuance and sale of shares of Company Common Stock Shares (including Company Shares represented by ADSs) pursuant to Company Options, Company RSUs or Company Restricted Stock Share Awards which are outstanding as of the date hereof upon the exercise or vesting thereof, as applicable, or pursuant to the Company ESPP in compliance with this Agreement or (B) grants to newly hired employees or directors of (x) Company RSUs and (y) Company Options, in each case, issued in the ordinary course of business consistent with past practice, in accordance with the limitations specified on Section 6.1(b) of the Company Disclosure Letter and with respect to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common Stockhereof; (iii) directly or indirectly acquire, repurchase or redeem any Company Securities or Subsidiary enter into any Contract which obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except as required in connection with (A) Tax withholdings and settlements upon the exercise or vesting of Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary Share Awards outstanding as of the Company in the ordinary course of business date hereof consistent with past practice, (C) Tax withholdings and exercise price settlements upon the exercise of Company Options or vesting of Company RSUs or Company Restricted Stock Awards or (D) the forfeiture to or repurchase by the Company of Company Common Stock in connection with the termination of service of a holder of a Company Restricted Stock Award; (iv) (A) split, combine, subdivide or reclassify any shares of capital stockshares, or (B) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stockshares, or make any other actual, constructive or deemed distribution in respect of the shares of capital stockshares, except for cash dividends made by any direct or indirect wholly-owned Subsidiary of the Company to the Company or one of its wholly-owned Subsidiaries; (v) propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, except for the transactions contemplated by this Agreement; (vi) (A) redeem, repurchase, prepay, defease, cancel, incur, createmodify, renew or assume or otherwise acquire or modify in any material respect any long-term or short-term debt for borrowed monies or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoingsecurities, except for (1) debt incurred in the ordinary course of business under letters of credit, lines of credit or of other credit facilities or arrangements in effect on the date hereof, hereof or issuance or repayment of commercial paper in the ordinary course of business consistent with past practice and (2) loans or advances between in amounts not material to the Company and any direct or indirect its Subsidiaries, or between any direct or indirect Subsidiaries of the Companytaken as a whole, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other PersonPerson in excess of RMB10,000,000 individually or RMB 20,000,000 in the aggregate, except with respect to obligations of direct or indirect wholly-owned Subsidiaries of the Company, (C) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any of its direct or indirect wholly-owned Subsidiaries), except for travel business expense advances and business expenses in the ordinary course of business consistent with past practice to employees of the Company or any of its SubsidiariesSubsidiaries in an aggregate amount not in excess of RMB 20,000,000, or (D) mortgage or pledge any of the Assetsits or its Subsidiaries’ assets, tangible or intangible, or create or suffer to exist any Lien thereupon (other than Permitted Liens), except pursuant to the terms of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof; (vii) except as may be required by applicable Law or the terms of any Employee Plan employee benefit plan as in effect on the date hereof or as contemplated by this Agreementhereof, (A) enter into, adopt, amend (including acceleration of vesting), extend, modify or terminate any bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock share equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining severance or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any director, officer or employee in any manner, (B) increase the compensation payable or to become payable of any director, officer or employee, pay or agree to pay any special bonus or special remuneration to any director, officer or employee, or pay or agree to pay any benefit not required by any plan or arrangement as in effect as of the date hereof, except in the ordinary course of business consistent with past practice with respect to any employee who is not a director or executive officer, except in any such case (1) in connection with the hiring of new officers or employees who are not directors or executive officers in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of officers or employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, or (CB) grant increase the compensation payable or to become payable to any officer or employee, pay or agree to pay any special bonus or special remuneration to any officer or employee, or pay or agree to pay any severance compensation or termination pay to (benefit not required by any plan or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor as in effect as of the Company or any of its Subsidiariesdate hereof, except except, with respect to non-executive employees, in the ordinary course of business consistent with past practice with respect to any independent contractor or employee who is not a director or executive officer or (D) increase benefits payable under any existing severance or termination pay policies or employment agreements.practice; (viii) settle any pending or threatened Legal Proceeding, except for the settlement of any Legal Proceeding (A) for solely money damages not in excess of $250,000.00 individually or $500,000.00 in the aggregate and (B) as would not be reasonably likely to have any adverse impact on any other Legal Proceedings; (ix) except as may be required as a result of a change in applicable Law or in GAAP, make any material change in any of the accounting methodsprinciples, principles policies, procedures or practices used by it or change an annual accounting periodit; (xix) (A) make make, change or change rescind any material Tax election, (B) settle or compromise any material federal, state, local or foreign income Tax liability, or (C) consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, (D) change amend any annual Tax accounting period income or method of Tax accounting, (E) file any materially amended other material Tax Return, (F) enter into in each case to the extent such election, settlement, compromise, extension, waiver, amendment or other action would have the effect of materially increasing the Tax liability of the Company or any closing agreement with respect to of its Subsidiaries for any period ending after the Closing Date or materially decreasing any Tax attribute of the Company or (G) surrender any right to claim a material Tax refundof its Subsidiaries existing on the Closing Date; (xix) other than in the ordinary course of business consistent with past practice, (A) acquire (by merger, consolidation or acquisition of stock or assets) any other Person or division thereof or any material equity interest therein or therein; (B) sell, lease, allow to lapse, or otherwise dispose of any properties or assets of the Company or its Subsidiaries, which are material to the Company and its Subsidiaries, taken as a whole; , or in any transaction or related series of transactions, in excess of RMB 10,000,000 (other than (x) grant of non-exclusive rights (including licenses, sublicenses, covenants not to xxx, releases or immunities) in, under or to Intellectual Property in the ordinary course of business consistent with past practice, or (y) abandonment or permission to lapse of immaterial Intellectual Property in accordance with reasonable business judgment of the Company or its Subsidiaries or the expiration of Intellectual Property) or (C) authorize any new capital expenditure or expenditures which, individually, is in excess of RMB 10,000,000 or, in the aggregate, are in excess of RMB 20,000,000; (xi) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice of liabilities reflected or reserved against in the Company Balance Sheet as included in the Company SEC Reports, or incurred subsequent to such date in the ordinary course of business consistent with past practice; (xii) make settle or compromise any capital expenditures other than capital expenditures provided pending or threatened Legal Proceeding relating to the transactions contemplated hereby; (xiii) (A) cancel, materially modify, terminate or grant a waiver of any rights under any Material Contract (except for any modification or amendment that is beneficial to the Company), (B) enter into a new Contract that (x) would be a Material Contract if in the capital budget provided to Parent prior to existence as of the date of this Agreement and set forth on Section 6.1(b)(xiior (y) contains, unless required by applicable Law, a change of control provision in favor of the Company Disclosure Letter; (xiii) make any changes other party or modifications parties thereto or would otherwise require a payment to or give rise to any investment rights to such other party or risk management policy parties in connection with the transactions contemplated hereby, or other similar policies (including with respect to hedgingC) waive, release, cancel, convey or otherwise assign any cash management policymaterial rights or claims under any such Material Contract or new Contract; (xiv) permit fail to make in a timely manner any insurance policy naming filings or registrations with (i) the Company SEC required under the Securities Act or the Exchange Act or the rules and regulations promulgated thereunder or (ii) any of its Subsidiaries as a beneficiary or a loss payable payee to lapse, be canceled or expire unless a new policy with substantially identical coverage is in effect as of the date of lapse, cancellation or expirationother Governmental Authority; (xv) other than in the ordinary course of business, enter into, amend in create any new joint venture material respect, terminate or fail to renew any Material Contract, or any other Contract that would have been a Material Contract had it not been amended, terminated or non-renewed prior to the date of this AgreementCompany and its Subsidiaries, taken as a whole; (xvi) adopt, propose, effect or implement any “shareholder rights plan,” “poison pill” or similar arrangement; or (xvixvii) enter into a Contract to Contract, or otherwise authorize, commit, resolve, propose resolve or agree in any legally binding manner, to take any of the actions prohibited by this Section 6.1(b5.1(b). . (c) Notwithstanding the foregoing, nothing in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the business or operations of the Company or its Subsidiaries at any time prior to the Appointment Effective Time. Prior to the Effective Time, the Company and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operations.

Interim Conduct of Business. (a) Except (i) as contemplated contemplated, required or permitted by this Agreement or Agreement, (ii) as required by applicable Law, (iii) as set forth in Section 6.1(a) 5.1 of the Company Disclosure Letter, or (iv) as approved by Parent (which approval shall not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X IX and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), each of the Company shall and shall cause each of its Subsidiaries to shall (A) carry on its business and conduct its operations in the usual, regular and ordinary course of business consistent with past practice in substantially the same manner as heretofore conducted, and (B) use its commercially reasonable efforts, consistent with past practices and policiespractices, to (I) preserve substantially intact its business organization, keep available the services of the current officers, officers and key employees and consultants of the Company and each of its Subsidiaries, (II) and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers suppliers, distributors and other Persons with whom the Company or any of its Subsidiaries has significant business relationsrelations; and (C) to the extent reasonably practicable, notify and consult with Parent promptly (III1) maintain all after receipt of any material communication from any Governmental Authority or inspections of any manufacturing or clinical trial site and before making any material submission to any Governmental Authority, and (2) prior to making any material change to a study protocol, adding new trials, making any material change to a manufacturing plan or process, or making a material change to the development timeline for any of its material operating assets in their current condition (normal wear and tear excepted) and (IV) maintain and preserve its business organization and its material rights and franchisesproduct candidates or programs. (b) Except (i) as contemplated contemplated, required or permitted by this Agreement or Agreement, (ii) required by applicable Law, (iii) as set forth in Section 6.1(b) 5.1 of the Company Disclosure Letter, or (iv) as approved by Parent (which approval shall not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X and IXand the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following and shall not permit any of its Subsidiaries to do any of the following:following (it being understood and hereby agreed that if any action is expressly permitted by any of the following subsections or by Section 5.1 of the Company Disclosure Letter, such action shall be expressly permitted under all other subsections of this Section 5.1(b) and shall be expressly permitted under Section 5.1(a)): (i) cause, permit or propose any amendment to the articles of association of the Company or amend its certificate any organizational document of incorporation or bylaws or comparable organizational documents or create any new Subsidiaries;Subsidiary of the Company; (ii) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Securities or any Subsidiary Securities, except for (A) the issuance, delivery issuance and sale of shares of Company Common Stock Shares pursuant to Company Options, Options or Company RSUs or Company Restricted Stock Awards which are outstanding as of on the date hereof of this Agreement upon the exercise or vesting thereof, (as applicable, or pursuant to the Company ESPP in compliance with this Agreement or (B) grants to newly hired employees or directors of (x) Company RSUs thereof and (y) Company Options, in each case, issued in the ordinary course of business consistent with past practice, in accordance with the limitations specified on Section 6.1(b) of the Company Disclosure Letter and with respect to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common Stock;their present terms; (iii) directly or indirectly acquire, repurchase repurchase, redeem or redeem otherwise acquire any Company Securities or Subsidiary Securities, except in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice, (C) Tax withholdings and exercise price settlements upon the exercise of Company Options or vesting of Company RSUs or Company Restricted Stock Awards or (D) outstanding on the forfeiture to or repurchase by the Company date of Company Common Stock this Agreement and in connection accordance with the termination of service of a holder of a Company Restricted Stock Award;their present terms; (iv) (A) split, combine, subdivide or reclassify any shares share capital, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for its share capital stock, or (B) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stockits share capital, or make any other actual, constructive or deemed distribution in respect of the shares of capital stockcapital, except for cash dividends made by any direct or indirect wholly-owned Subsidiary of the Company to the Company or one of its wholly-owned Subsidiaries;Subsidiaries; (v) propose or to adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, or elect or appoint any new directors or executive officers of the Company, except for the transactions contemplated by this Agreement;Agreement; (vi) (A) redeem, repurchase, prepay, defease, cancel, incur, create, incur or assume or otherwise acquire or modify in any material respect any long-term or short-term debt Indebtedness for borrowed monies money or guarantee any Indebtedness for borrowed money of another Person or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoingSubsidiaries, except for (1) debt incurred in the ordinary course of business consistent with past practice under letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereofhereof a copy of which was made available to the Parent or issuances or repayment of commercial paper in the ordinary course of business consistent with past practice, and (2) loans or advances between the Company and any direct or indirect Subsidiaries, or between any direct or indirect Subsidiaries of the CompanySubsidiaries, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations Indebtedness for borrowed money of any other Person, except with respect to obligations of direct or indirect wholly-owned wholly‑owned Subsidiaries of the CompanyCompany incurred in the ordinary course consistent with past practice of such Subsidiary’s business, (C) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned wholly‑owned Subsidiaries), except for travel business expense advances and business expenses in the ordinary course of business consistent with past practice to employees of the Company or any of its Subsidiaries, or (D) mortgage or pledge any of the Assetsits or its Subsidiaries’ material assets, tangible or intangible or create or suffer to exist permit any Lien thereupon (other than Permitted Liens), except pursuant to Liens or Liens granted in connection with the terms incurrence of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof;Indebtedness for borrowed money permitted under this Section 5.1(b)(vi)); (vii) except as may be required by applicable Law or the terms of any Employee Plan as in effect on the date hereof or as contemplated by this Agreementhereof, (A) enter into, adopt, amend in any material respect (including acceleration of vesting), modify ) or terminate any material bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining severance or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any director, officer or employee in any manner, or (B) increase the compensation payable or to become payable of to any director, officer or employee, pay or agree to pay any special bonus or special remuneration to any director, officer or employee, or pay or agree to pay any material benefit not required by any plan or arrangement as in effect as of the date hereof, make any loans to any of its directors, officers or employees, agents or consultants (other than advancement of business expenses in the ordinary course of business), or make any change in its existing borrowing or lending arrangements for or on behalf of any such persons pursuant to an employee benefit plan or otherwise, in each case of (A) and (B) except for (1) payment of the 2018 annual bonus up to the full target amounts payable thereunder and otherwise in accordance with the terms thereof, in each case in the Company’s ordinary course of business consistent with past practice (both with respect to the timing and amount) (provided that a copy of such bonus plan has been made available to Parent prior to the date hereof), (2) the adoption of an incentive bonus plan for 2019 in the Company’s ordinary course of business consistent with past practice (both with respect to the timing and composition) and in any event on terms that are consistent with those set forth in Section 5.1(b)(vii) of the Company Disclosure Letter, (3) hiring of new employees, terminating employees and/or entering into, amending or modifying compensation arrangements or agreements in the ordinary course of business consistent with past practice with respect to any employee employees (or individuals who is not a director or executive officer, except in any such case (1would become employees) in connection with the hiring of new employees who are not officers or directors unless the annual base salary payable to any such individual (including base, bonus opportunity at target, equity, sign-on bonus and relocation) equals or executive officers in the ordinary course of business consistent with past practiceexceeds $200,000, and (24) in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant or pay any severance or termination pay to (or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice with respect to any independent contractor or employee who is not a director or executive officer or (D) increase benefits payable under any existing severance or termination pay policies or employment agreements.as permitted by Section 5.1(b)(ii); (viii) settle any pending or threatened Legal Proceeding, except for the settlement of any Legal Proceeding (A) for solely money damages not in excess of $250,000.00 individually or $500,000.00 in the aggregate and (B) as would not be reasonably likely to have any adverse impact on any other Legal Proceedings; (ix) except as may be required as a result of a change in applicable Law or in GAAPIFRS, make any material change in any of the accounting methods, principles or practices used by it (including any change in depreciation or amortization policies), or make any material change an annual in internal accounting period;controls or disclosure controls and procedures; (ix) make or agree to make any new capital expenditure or expenditures that, individually, is in excess of $200,000 or, in the aggregate, are in excess of $400,000, except for capital expenditures that are contemplated by the Company’s 2018 or 2019 budget made available to Parent prior to the date hereof; (x) (A) make acquire or change any material Tax election, (B) settle or compromise any material federal, state, local or foreign income Tax liability, (C) consent agree to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, (D) change any annual Tax accounting period or method of Tax accounting, (E) file any materially amended Tax Return, (F) enter into any closing agreement with respect to any Tax or (G) surrender any right to claim a material Tax refund; (xi) other than in the ordinary course of business consistent with past practice, (A) acquire (by merger, consolidation or acquisition of stock or assetsassets or by any other manner) (1) any business or other Person or any material equity interest therein for consideration in excess of $500,000 in the aggregate or (2) any assets that are material, individually or in the aggregate, to the Company and the Company’s Subsidiaries, taken as a whole, except for purchases of inventory, services or supplies in the ordinary course of business consistent with past practice or other purchases contemplated by the Company’s 2018 budget made available to Parent prior to the date hereof, (B) enter into any Contract (other than inter-company Contracts) with respect to a joint venture, strategic alliance or partnership that is material to the Company and its Subsidiaries, taken as a whole; or (C) other than in the ordinary course consistent with past practice, sell, lease (as lessor), license or otherwise dispose of or subject to any Lien any properties or assets of the Company or its Subsidiaries, which are material to the Company and its Subsidiaries, taken as a whole; orwhole; (xiixi) prepare or file any income Tax Return or other material Tax Return in a manner inconsistent with past practice or, on any such Tax Return, take any material position inconsistent with past practice, make or change any capital expenditures other than capital expenditures provided for Tax election, settle or otherwise compromise any material claim relating to Taxes, settle any material dispute relating to Taxes, adopt or change any accounting method in the capital budget provided respect of Taxes, enter into any Tax indemnity, sharing, allocation agreement or closing agreement, or consent to Parent prior to the date of this Agreement and set forth on Section 6.1(b)(xii) any extension or waiver of the Company Disclosure Letter; (xiii) make any changes or modifications statute of limitations period applicable to any investment material Tax claim or risk management policy assessment, request any ruling or other similar policies (including guidance with respect to hedging) or any cash management policy;Taxes, other than as set forth in Section 7.9 (Tax Rulings); (xiv) permit any insurance policy naming the Company or any of its Subsidiaries as a beneficiary or a loss payable payee to lapse, be canceled or expire unless a new policy with substantially identical coverage is in effect as of the date of lapse, cancellation or expiration; (xvA) other than in the ordinary course of businessbusiness consistent with past practice, discharge, settle or satisfy any claims, liabilities, litigation or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) in an amount in excess of $100,000 individually or $200,000 in the aggregate, other than the payment, discharge, settlement or satisfaction of liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (or the notes thereto) of the Company included in the Company Reports or incurred in the ordinary course of business consistent with past practice after the date of the most recent balance sheet included in such financial statements, (B) cancel any material Indebtedness for borrowed money (individually or in the aggregate) or waive any claims or rights with a value in excess of $200,000, or (C) give any material discount, accommodation or other concession (other than in the ordinary course of business consistent with past practice) in order to accelerate or induce the collection of any receivable; (xiii) apply for or accept (x) any Government Grant from the IIA or any other Israeli Governmental Authority, which Government Grant is extended to support the Company's research and development operations, or (y) any material Government Grants from any other Governmental Authority; (xiv) enter into, engage in or amend any transaction or Contract with any Related Party or any interested parties (Ba’alay Inyan); (xv) enter into any non-compete or non-solicitation agreement that would or would be reasonably expected to restrict or limit, in any material respect, terminate or fail to renew any Material Contract, the operations of the Company or any other Contract that would have been a Material Contract had it not been amended, terminated or non-renewed prior to the date of this Agreement; orits Affiliates; (xvi) enter into any Contract that involves consideration payable by the Company or its Subsidiaries in fiscal year 2018 in excess of $250,000 or that is reasonably likely to involve consideration payable by the Company or its Subsidiaries in fiscal year 2019 in excess of $250,000; (xvii) cancel or fail to in good faith seek to renew any material insurance policies; or (xviii) enter into a Contract to Contract, or otherwise authorize, commit, resolve, propose resolve or agree in any legally binding manner, to take any of the actions prohibited by this Section 6.1(b5.1(b). . (c) Notwithstanding the foregoing, nothing in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the business or operations of the Company or its Subsidiaries at any time prior to the Appointment Effective Time. Prior to the Effective Time, the Company and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operations.

Interim Conduct of Business. (a) Except as (i) as contemplated contemplated, required or permitted by this Agreement or Agreement, (ii) as required by applicable Law, (iii) set forth in Section 6.1(a5.1(a) of the Company Disclosure Letter, or (iv) approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X IX and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall and shall cause each of its Subsidiaries to shall (A) carry on its business and conduct its operations in the usual, regular and ordinary course in substantially the same manner as heretofore conductedconducted in all material respects, and (B) use its commercially reasonable best efforts, consistent with past practices and policiespractices, to (I) keep available the services of the current officers, key employees preserve substantially intact its business organization and consultants of the Company and each of its Subsidiaries, (II) preserve the current relationships of the Company and each of its Subsidiaries with material customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations, (III) maintain all of its material operating assets in their current condition (normal wear and tear excepted) and (IV) maintain and preserve its business organization and its material rights and franchisesrelations as is reasonably necessary. (b) Except as (i) as contemplated contemplated, required or permitted by this Agreement or Agreement, (ii) as required by applicable Law, (iii) set forth in Section 6.1(b5.1(b) of the Company Disclosure Letter, or (iv) approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X IX and the Effective Time, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not do any of the following and shall not permit any of its Subsidiaries to do any of the following:following (it being understood and hereby agreed that if any action is expressly permitted by any of the following subsections, such action shall be expressly permitted under Section 5.1(a)): (i) amend its certificate memorandum of incorporation or bylaws association, articles of association or comparable organizational documents or create any new Subsidiariesdocuments; (ii) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Securities or any Subsidiary Securities, except for (A) the issuance, delivery issuance and sale of shares of Company Common Stock Shares pursuant to Company Options, Company RSUs or Company Restricted Stock Awards which are outstanding as of the date hereof upon the exercise or vesting thereof, as applicable, or pursuant to the Company ESPP in compliance with this Agreement or (B) grants to newly hired employees or directors of (x) Company RSUs and (y) Company Options, in each case, Options issued in the ordinary course of business consistent with past practice, in accordance with the limitations specified on Section 6.1(b) of the Company Disclosure Letter and with respect to Company Options, with a per share exercise price that is no less than the then-current market price of a share of Company Common StockShare; (iii) directly or indirectly acquire, repurchase or redeem any Company Securities or Subsidiary Securities, except in connection with (A) Company RSUs in the ordinary course of business, (B) dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice, (C) Tax withholdings and exercise price settlements upon the exercise of Company Options or vesting of Company RSUs or Company Restricted Stock Awards or (D) the forfeiture to or repurchase by the Company of Company Common Stock in connection with the termination of service of a holder of a Company Restricted Stock AwardOptions; (iv) (A) split, combine, subdivide or reclassify any shares of capital stockshares, or (B) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stockshares, or make any other actual, constructive or deemed distribution in respect of the shares of capital stockshares, except for cash dividends made by any direct or indirect wholly-owned Subsidiary of the Company to the Company or one of its wholly-owned Subsidiaries, or (C) enter into any voting agreement with respect to its share capital that is inconsistent with the transactions contemplated hereby; (v) propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, except for (A) the transactions contemplated by this AgreementAgreement or (B) the dissolution or reorganization of a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice; (vi) (A) redeem, repurchase, prepay, defease, cancel, incur, create, incur or assume or otherwise acquire or modify in any material respect any long-term or short-term debt for borrowed monies or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries or enter into any agreement having the economic effect of any of the foregoingsecurities, except for (1) debt incurred in the ordinary course of business under letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereofhereof or issuances or repayment of commercial paper in the ordinary course of business consistent with past practice, and (2) loans or advances between the Company and any direct or indirect Subsidiaries, or between any direct or indirect Subsidiaries of the CompanySubsidiaries, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other PersonPerson in excess of $1,000,000 (or an equivalent amount in RMB) individually or $10,000,000 (or an equivalent amount in RMB) in the aggregate, except with respect to obligations of direct or indirect wholly-owned Subsidiaries of the Company, (C) make any loans, advances or capital contributions to or investments in any other Person (other than the Company or any direct or indirect wholly-owned Subsidiaries), except for travel business expense advances and business expenses in the ordinary course of business consistent with past practice to employees of the Company or any of its Subsidiaries, or (D) mortgage or pledge any of the Assetsits or its Subsidiaries’ assets, tangible or intangible, or create or suffer to exist any Lien thereupon (other than Permitted Liens), except pursuant to the terms of any letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof; (vii) except as may be required by applicable Law or the terms of any Employee Plan employee benefit plan as in effect on the date hereof or as contemplated by this Agreementhereof, (A) enter into, adopt, amend (including acceleration of vesting), modify or terminate any bonus, profit sharing, incentive, compensation, severance, retention, termination, option, appreciation right, performance unit, stock share equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance, change in control, pension, retirement, collective bargaining severance or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any director, officer or employee in any manner, except in any such case (1) in connection with the hiring of new officers or employees in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of officers or employees in the ordinary course of business consistent with past practice, or (B) increase the compensation payable or to become payable of to any director, officer or employee, pay or agree to pay any special bonus or special remuneration to any director, officer or employee, or pay or agree to pay any benefit not required by any plan or arrangement as in effect as of the date hereof, except in the ordinary course of business consistent with past practice with respect to any employee who is not a director or executive officer, except in any such case (1) in connection with the hiring of new employees who are not directors or executive officers in the ordinary course of business consistent with past practice, and (2) in connection with the promotion of employees who are not directors or executive officers (and who will not be directors or executive officers after such promotion) in the ordinary course of business consistent with past practice, (C) grant or pay any severance or termination pay to (or amend any such existing arrangement with) any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice with respect to any independent contractor or employee who is not a director or executive officer or (D) increase benefits payable under any existing severance or termination pay policies or employment agreements.; (viii) settle any pending or threatened Legal Proceeding, except for the settlement of any Legal Proceeding (A) for solely money damages not in excess of $250,000.00 individually or $500,000.00 in the aggregate and (B) as would not be reasonably likely to have any adverse impact on any other Legal Proceedings; (ix) except as may be required as a result of a change in applicable Law or in GAAP, make any material change in any of the accounting methods, principles or practices used by it it; (ix) sell, transfer, lease, license, assign or change otherwise dispose of (including, by merger, consolidation, or sale of stock or assets) any entity, business, tangible assets or tangible properties of the Company or any of its Subsidiaries having a current value in excess of $1,000,000 (or an annual accounting periodequivalent amount in RMB) in the aggregate (other than the sale of inventory in the ordinary course of business); (x) sell, transfer, license, assign or otherwise dispose of (including, by merger, consolidation or sale of stock or assets), abandon, permit to lapse or fail to maintain or enforce any material intellectual property owned by the Company or any of its Subsidiaries (except the granting of nonexclusive licenses in the ordinary course of business), or disclose to any Person any confidential information (except pursuant to confidentiality agreements); (xi) (A) make or change any material Tax election, (B) settle or compromise any material federal, state, local or foreign income Tax liability, or (C) consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, (D) change in each case to the extent such election, settlement, compromise, extension, waiver or other action would have the effect of materially increasing the Tax liability of the Company or any annual Tax accounting of its Subsidiaries for any period ending after the Closing Date or method of Tax accounting, (E) file any materially amended Tax Return, (F) enter into any closing agreement with respect to decreasing any Tax attribute of the Company or (G) surrender any right to claim a material Tax refundof its Subsidiaries existing on the Closing Date; (xixii) other than in the ordinary course of business consistent with past practice, (A) acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any material equity interest therein with a value in excess of $5,000,000 (or an equivalent amount in RMB) individually or $10,000,000 (B) dispose of any properties or assets of the Company or its Subsidiaries, which are material to the Company and its Subsidiaries, taken as a whole; or (xii) make any capital expenditures other than capital expenditures provided for in the capital budget provided to Parent prior to the date of this Agreement and set forth on Section 6.1(b)(xii) of the Company Disclosure Letter; (xiii) make any changes or modifications to any investment or risk management policy or other similar policies (including with respect to hedging) or any cash management policy; (xiv) permit any insurance policy naming the Company or any of its Subsidiaries as a beneficiary or a loss payable payee to lapse, be canceled or expire unless a new policy with substantially identical coverage is in effect as of the date of lapse, cancellation or expiration; (xv) other than in the ordinary course of business, enter into, amend in any material respect, terminate or fail to renew any Material Contract, or any other Contract that would have been a Material Contract had it not been amended, terminated or non-renewed prior to the date of this Agreement; or (xvi) enter into a Contract to or otherwise authorize, commit, resolve, propose or agree to take any of the actions prohibited by this Section 6.1(b). Notwithstanding the foregoing, nothing in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the business or operations of the Company or its Subsidiaries at any time prior to the Appointment Time.an equivalent amount in