Common use of Interim Operating Covenants Clause in Contracts

Interim Operating Covenants. From the Signing Date until the Closing, except (i) as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department and (iii) as set forth on Section 3.4 of the Disclosure Letter, Seller shall, and shall cause the ALICO Entities to, (A) comply with the covenants set forth in Articles 5 and 6 of the Credit Agreement (in the case of the ALICO Entities, to the extent already applicable pursuant to the terms thereof) and (B) except as expressly contemplated by this Agreement, in connection with the Restructuring and for regulatory restrictions and events arising out of the financial events concerning Seller as announced by Seller on September 16, 2008, conduct its business in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve its present business organization, maintain in effect all of its Permits, keep available the services of its directors, officers and key employees, maintain satisfactory relationships with its customers, agents, bancassurance partners, reinsurers, lenders, suppliers and others having material business relationships with it, and manage its working capital in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, from the Signing Date until the Closing, except: (i) as expressly contemplated by this Agreement or any of the other Transaction Documents, (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department, (iii) as set forth on Section 3.4 of the Disclosure Letter, (iv) in connection with the Restructuring or (v) as a result of any agreement between Buyer and Seller, Seller shall not, except as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), permit any ALICO Entity to take any of the following actions: (a) any amendment of its articles of incorporation, bylaws or other similar organizational documents (whether by merger, consolidation or otherwise) in any materially adverse respect; (b) any splitting, combination or reclassification of any Equity Interest or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Equity Interest, or redemption, repurchase or other acquisition or offer to redeem, repurchase, or otherwise acquire any Equity Interest, except for dividends and distributions by any of ALICO’s subsidiaries on a pro rata basis to the equity owners thereof which shall be permitted; (c) (i) any issuance, delivery or sale, or authorization of the issuance, delivery or sale of, any Equity Interests or (ii) amendment of any term of any Equity Interests (in each case, whether by merger, consolidation or otherwise); (d) any acquisition (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, of any assets, securities, properties, interests or businesses, other than (i) in the ordinary course of business of such ALICO Entities in a manner that is consistent with past practice, including (1) the managing of the investment assets in the ordinary course of business by ALICO or any of the Insurance Subsidiaries,

Interim Operating Covenants. From the Signing Date until the Closing, except (i) as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department and (iii) as set forth on Section 3.4 of the Disclosure Letter, Seller shallThe Business shall be conducted in, and the Sellers shall cause the ALICO Entities to, (A) comply with the covenants set forth in Articles 5 and 6 of the Credit Agreement (in the case of the ALICO Entitiesnot take any action that materially deviates from, to the extent already applicable pursuant to the terms thereof) and (B) except as expressly contemplated by this Agreement, in connection with the Restructuring and for regulatory restrictions and events arising out of the financial events concerning Seller as announced by Seller on September 16, 2008, conduct its business in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve its present business organization, maintain in effect all of its Permits, keep available the services of its directors, officers and key employees, maintain satisfactory relationships with its customers, agents, bancassurance partners, reinsurers, lenders, suppliers and others having material business relationships with it, and manage its working capital in the ordinary course of business consistent with past practice. Without limiting , and the generality of the foregoing, from the Signing Date until the Closing, except: (i) as expressly contemplated by this Agreement or any of the other Transaction Documents, (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department, (iii) as set forth on Section 3.4 of the Disclosure Letter, (iv) in connection with the Restructuring or (v) as a result of any agreement between Buyer and Seller, Seller Sellers shall not, except as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), permit any ALICO Entity to take any of the following actions: (a) any amendment operate the Facilities or cause the Facilities to be operated in a manner substantially consistent with applicable requirements of its articles of incorporationall Governmental Authorities and the Facilities’ and the Sellers’ respective past practices, bylaws or other similar organizational documents (whether by merger, consolidation or otherwise) including maintaining the Licenses in any materially adverse respect; full force and effect; (b) any splittingsubject to Section 4.19, combination maintain the Assets or reclassification of any Equity Interest or any declarationcause the Assets to be maintained in substantially their existing condition, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Equity Interest, or redemption, repurchase or other acquisition or offer to redeem, repurchase, or otherwise acquire any Equity Interest, except for dividends reasonable wear and distributions by any of ALICO’s subsidiaries on a pro rata basis to the equity owners thereof which shall be permitted; tear excepted; (c) (i) any issuancecomply in all material respects with all statutes, delivery or salelaws, or authorization of the issuanceordinances, delivery or sale ofrules, any Equity Interests or (ii) amendment regulations, requirements, judgments, orders and decrees of any term Governmental Authority (collectively, “Applicable Law”) with respect to the Assets and the operation thereof, including all required regulatory standards of any Equity Interests (Governmental Authorities with regulatory jurisdiction over the Facilities and compliance in each case, whether by merger, consolidation or otherwise); all material respects with all Government Programs; (d) any acquisition timely pay all rents and other payments due on or before the Closing under, and otherwise maintain and comply with, all Contracts, all Tenant Leases, all Equipment Leases, all Residency Agreements and all Employee Benefit Plans; (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, of any assets, securities, properties, interests or businesses, other than (ie) except in the ordinary course of business of such ALICO Entities in a manner that is and consistent with past practicepractice (or as otherwise required by a Governmental Authority), including not agree to or make any changes or modifications in any Residency Agreements or incur any further obligations or surrender any rights thereunder; (1f) the managing not enter into any agreements or leases which would have had to be disclosed in any section of the investment assets Disclosure Letter had such agreements or leases been entered into prior to the Effective Date; (g) not enter into or agree to or make any changes or modifications in any Contracts, Tenant Leases, Equipment Leases or Employee Benefit Plans or incur any further obligations or surrender any rights thereunder; (h) keep in full force and effect insurance policies with the same coverage limits and otherwise on substantially the same terms as existing policies through the Closing Date; (i) maintain in good standing all Licenses necessary to operate the Facilities; and (j) use commercially reasonable, good faith efforts to maintain all goodwill and preserve relationships with all Residents, employees, vendors and Governmental Authorities. For purposes of this Section 4.1 and Section 2.20, a “material deviation” shall include any actions that would be inconsistent with past practice that could reasonably be expected to result, directly or indirectly, in a reduction in net operating income of One Hundred Twenty-Five Thousand Dollars ($125,000.00) or more on an annualized basis, as presented in the ordinary course of business by ALICO or any of the Insurance Subsidiaries,Financial Statements.

Interim Operating Covenants. From During the Signing Date period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, the Company agrees, except (i) as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), (ii) to the extent required that Buyer shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department and (iiidelayed) as set forth to carry on Section 3.4 of the Disclosure Letter, Seller shall, and shall cause the ALICO Entities to, (A) comply with the covenants set forth in Articles 5 and 6 of the Credit Agreement (in the case of the ALICO Entities, to the extent already applicable pursuant to the terms thereof) and (B) except as expressly contemplated by this Agreement, in connection with the Restructuring and for regulatory restrictions and events arising out of the financial events concerning Seller as announced by Seller on September 16, 2008, conduct its business in the ordinary course and in substantially the same manner as previously conducted, to pay its debts and Taxes when due (subject to good faith disputes over such debts or Taxes), to pay or perform other obligations when due and to use commercially reasonable efforts consistent with past practice and use commercially reasonable efforts policies to preserve intact its present business organization, maintain in effect all of its Permits, keep available the services of its directors, officers and key employees, maintain satisfactory employees and consultants and preserve its relationships with its customers, agentssuppliers, bancassurance partnersdistributors, reinsurerslicensors, lenderslicensees, suppliers and others having material business relationships dealings with it, and manage its working capital in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, from the Signing Date until the Closing, except: (i) as expressly contemplated by this Agreement or any of the other Transaction Documents, (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order The Company shall promptly notify Buyer of any Department, (iii) as set forth on Section 3.4 of the Disclosure Letter, (iv) in connection with the Restructuring event or (v) as a result of any agreement between Buyer and Seller, Seller shall not, except as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), permit any ALICO Entity to take any of the following actions: (a) any amendment of its articles of incorporation, bylaws or other similar organizational documents (whether by merger, consolidation or otherwise) in any materially adverse respect; (b) any splitting, combination or reclassification of any Equity Interest or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Equity Interest, or redemption, repurchase or other acquisition or offer to redeem, repurchase, or otherwise acquire any Equity Interest, except for dividends and distributions by any of ALICO’s subsidiaries on a pro rata basis to the equity owners thereof which shall be permitted; (c) (i) any issuance, delivery or sale, or authorization of the issuance, delivery or sale of, any Equity Interests or (ii) amendment of any term of any Equity Interests (in each case, whether by merger, consolidation or otherwise); (d) any acquisition (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, of any assets, securities, properties, interests or businesses, other than (i) occurrence not in the ordinary course of business of such ALICO Entities the Company. By way of amplification and not limitation, except as specifically contemplated by this Agreement or as specifically set forth in Section 5.01 of the Disclosure Schedules, the Company shall not, between the date of this Agreement and the Closing, directly or indirectly, do, or propose to do, any of the following without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed): (a) amend or otherwise change the Operating Agreement; (b) issue, sell, pledge, dispose of, grant, encumber, authorize or propose the issuance, sale, pledge, disposition, grant or encumbrance of any Membership Interests, or any options, warrants, convertible securities or other rights of any kind to acquire any Membership Interest or any other ownership interest (including any phantom interest), of the Company; (c) sell, lease, license, pledge, grant, encumber or otherwise dispose of any of its properties or assets which are material, individually or in the aggregate, to its business other than in the ordinary course of business; (d) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its Membership Interests; (e) split, combine, subdivide, redeem or reclassify any of its Membership Interests, issue or authorize the issuance of any other Membership Interests in respect of, in lieu of or in substitution for its Membership Interests, or purchase or otherwise acquire, directly or indirectly, any of its Membership Interests; (f) make any acquisition (including by merger, consolidation, or acquisition of stock or assets) of any corporation, partnership, other business organization or any division thereof; (g) institute or settle any Action; (h) incur any Indebtedness or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans or advances to any Person, except for advances to employees or officers of the Company for expenses incurred in the ordinary course of business; (i) authorize any capital expenditure in excess of $25,000 individually or $100,000 in the aggregate; (j) enter into any lease or contract for the purchase or sale of any real property; (k) waive or release any material right or claim; (l) increase, or agree to increase, the compensation payable, or to become payable, to its officers or employees, or grant any severance or termination pay to, or enter into any employment or severance agreement with, any of its directors, officers or other employees, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other Company Plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee; (m) extend any offers of employment to potential employees, consultants or independent contractors or terminate any existing employment relationships; (n) amend or terminate any Material Contract; (o) enter into, amend or terminate any contract, agreement, commitment or arrangement that, if fully performed, would not be permitted under this Section 5.01; (p) other than in the ordinary course of business, enter into any licensing, distribution, sponsorship, advertising (or materially adjust advertising loads in a manner that is consistent inconsistent with past practice) or other similar contracts, including agreements or obligations; (1q) the managing of the investment assets enter into any Material Contract other than customer contracts entered into in the ordinary course of business by ALICO pursuant to the Company’s standard terms and conditions; (r) pay, discharge or satisfy any material claim, liability or obligation (absolute, accrued, asserted, unasserted, contingent or otherwise) in excess of $25,000 individually, or in excess of $100,000 in the aggregate; (s) make any changes in its accounting methods or method of Tax accounting, practices or policies, except as may be required under GAAP or applicable Law; (t) make or change any material Tax election, file any material amended Tax Return, enter into any closing agreement, settle any material Tax claim or assessment relating to the Company, surrender any right to claim a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Taxes relating to the Company; (u) (i) sell, assign, lease, terminate, abandon, transfer, permit to be encumbered or otherwise dispose of or grant any security interest in and to any item of the Company Intellectual Property, in whole or in part, (ii) grant any license with respect to any Company Intellectual Property, other than a license of Company Intellectual Property granted to customers of the Company in the ordinary course of business pursuant to the Company’s standard terms and conditions, (iii) enter into an agreement providing for the joint ownership of any Intellectual Property, or (iv) disclose any confidential Company Intellectual Property, unless such Company Intellectual Property is subject to a confidentiality or non-disclosure covenant protecting against disclosure thereof; (v) make (or become obligated to make) any bonus payments to any of its officers or employees, other than pursuant to bonus, commission or similar programs in place as of the date of this Agreement and set forth in Section 3.19(a) of the Disclosure Schedules; (w) revalue any of its assets, including writing off notes or accounts receivable, other than in the ordinary course of business; (x) fail to maintain its equipment and other assets in good working condition and repair according to the standards it has maintained up to the date of this Agreement, subject only to ordinary wear and tear; (y) take any action or fail to take any action that would cause there to be a Material Adverse Effect; (z) permit any insurance policy naming it as a beneficiary or a loss payable payee to be cancelled or terminated without notice to Buyer; and (aa) take, or agree in writing or otherwise to take, any of the Insurance Subsidiaries,actions described in subsections (a) through (z) above.

Interim Operating Covenants. (a) From the Signing Effective Date until the Closing, except earlier of: (i1) as consented to by Buyer (the date this Agreement is terminated in accordance with Article X and (2) the procedures set forth Closing Date (such period, the “Pre-Closing Period”), unless the Buyer shall otherwise give prior consent (which consent shall not be unreasonably withheld, conditioned or delayed) in writing and except (x) as specifically contemplated by this Agreement or the Ancillary Agreements (including the Recapitalization and the transactions contemplated by Section 3.57.13), (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department and (iiiy) as set forth on Section 3.4 6.1(a) of the Company and Sellers’ Disclosure Letter, Seller shall, and shall cause the ALICO Entities to, Letter or (Az) comply with the covenants set forth other than in Articles 5 and 6 respect of the Credit Agreement restrictions set for in subclauses (in the case of the ALICO Entitiesi), (iii), (iv), (v) (x) or (xiv), to the extent already applicable pursuant that any action is taken or omitted to be taken in response to or related to the terms thereofactual or anticipated effect on any of the RSI Companies’ businesses of COVID-19 or any COVID-19 Measures, in each case with respect to this clause (z) and (B) except as expressly contemplated by this Agreement, in connection with or in response to COVID-19, the Restructuring Company shall, and for regulatory restrictions and events arising out of Sellers shall cause the financial events concerning Seller as announced by Seller on September 16, 2008RSI Companies to, conduct its and operate their business in all material respects in the ordinary course consistent with past practice Ordinary Course of Business and use its commercially reasonable efforts to preserve its present business organization, maintain in effect all of its Permits, keep available the services of its directors, officers and key employees, maintain satisfactory their existing relationships with its material customers, agents, bancassurance partners, reinsurers, lenders, suppliers and others having material business relationships with itdistributors, and manage the Company shall not, and Sellers shall cause the RSI Companies not to: (i) amend or otherwise modify any of the Governing Documents of any RSI Company in any manner that would be adverse to the Buyer or the Sponsor, except as otherwise required by Law; (ii) make any material changes to its working accounting policies, methods or practices, other than as required by GAAP or applicable Law; (iii) sell, issue, redeem, assign, transfer, pledge (other than in connection with existing credit facilities), convey or otherwise dispose of (x) any Equity Interests of any RSI Company or (y) any options, warrants, rights of conversion or other rights or agreements, arrangements or commitments obligating any RSI Company to issue, deliver or sell any Equity Interests of any RSI Company; (iv) declare, make or pay any dividend, other distribution or return of capital (whether in cash or in kind) to any equityholder of the Company or any other RSI Company, other than (x) to another RSI Company, (y) Tax Distributions, which may be financed by an advance made by any Seller or an Affiliate of a Seller, and (z) repayments by the Company to any Seller or its Affiliates in respect of advances made by such Persons to the Company as set forth on Section 6.1(a)(iv) of the Company and Sellers’ Disclosure Letter or described in Section 6.1(a)(iv)(y); (v) adjust, split, combine or reclassify any of its Equity Interests; (vi) (x) incur, assume, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness (other than (A) additional Indebtedness under existing credit facilities, (B) capital leases entered into in the Ordinary Course of Business, and (C) other Indebtedness not to exceed $15,000,000 in the aggregate), (y) make any advances or capital contributions to, or investments in, any Person, other than an RSI Company or in the Ordinary Course of Business, or (z) amend or modify in any material respect any Indebtedness; (vii) commit to, authorize or enter into any agreement in respect of, any capital expenditure (or series of commitments or capital expenditures), other than capital expenditures in an amount not to exceed $10,000,000; (viii) enter into any material amendment or termination (other than an expiration in accordance with the terms thereof) of, or waive compliance with, any material term of any Material Contract or Material Lease or enter into any Contract that if entered into prior to the Effective Date would be a Material Contract or Material Lease, in each case other than in the Ordinary Course of Business and solely to the extent such amendment, termination or waiver would not materially and adversely impact the RSI Companies, taken as a whole; (ix) other than inventory and other assets acquired in the Ordinary Course of Business, acquire the business, properties or assets, including Equity Interests of another Person, except, in each case, for acquisitions whose consideration in an aggregate amount (for all such acquisitions) is not greater than $10,000,000 and the consideration for which is payable only in cash, so long as, based upon the advice of the Company’s accountants, such acquisition, individually or in the aggregate, would not require any additional disclosure pursuant to the rules and regulations adopted by PCAOB (whether through merger, consolidation, share exchange, business combination or otherwise); (x) propose, adopt or effect any plan of complete or partial liquidation, dissolution, recapitalization or reorganization, or voluntarily subject to any material Lien, any of the material rights or material assets owned by, or leased or licensed to, any RSI Company, except for (x) Permitted Liens, (y) Liens under existing credit facilities or other Indebtedness permitted pursuant to Section 6.1(a)(iv) and (z) as required or contemplated by this Agreement; (xi) compromise, commence or settle any pending or threatened Proceeding (w) involving payments (exclusive of attorney’s fees) by an RSI Company not covered by insurance in excess of $500,000 in any single instance or in excess of $2,000,000 in the aggregate, (x) granting injunctive or other equitable remedy against an RSI Company, (y) which imposes any restrictions on the operations of businesses of the RSI Companies or (z) by the equityholders of the Company or any other Person which relates to the transactions contemplated by this Agreement; (xii) except as required under applicable Law, the terms of any Company Employee Benefit Plan existing as of the Effective Date or in the Ordinary Course of Business (A) materially increase in any manner the compensation, bonus, severance or termination pay of any of the current or former directors, officers, employees or individual consultants of the RSI Companies, other than increases to any such individuals who are not directors or officers of the RSI Companies in the ordinary course of business consistent with past practice. Without limiting practice that do not exceed five percent (5%) individually or three percent (3%) in the generality aggregate, (B) become a party to, establish, materially amend (other than as required by applicable Law or as part of an annual renewal for health and/or welfare benefits), commence participation in, or terminate any stock option plan or other stock-based compensation plan, or any material Company Employee Benefit Plan that is not an Affiliate Employee Benefit Plan with or for the benefit of any current or former directors, officers, employees or individual consultants of the RSI Companies (or newly hired employees), except in each case actions taken pursuant to Section 7.13, (C) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Company Employee Benefit Plan, (D) grant any new awards under any Company Employee Benefit Plan, (E) amend or modify any outstanding award under any Company Employee Benefit Plan, (F) enter into, amend or terminate any collective bargaining agreement or other agreement with a labor union, works council or similar organization respecting employees of the RSI Companies, (G) forgive any loans, or issue any loans (other than advances issued in the Ordinary Course of Business) to an RSI Company’s directors, officers, contractors or employees, or (H) hire or engage any new employee or consultant or terminate the employment or engagement, other than for cause, of any employee or consultant if such new employee or consultant will receive, or does receive, annual base compensation (or annual base wages or fees) in excess of $250,000; (xiii) (A) sell, lease, assign, transfer, convey, license, sublicense, covenant not to assert, permit to lapse, abandon, allow to lapse, or otherwise dispose of, create, grant or issue any Liens (other than Permitted Liens), debentures or other securities in or on, any material rights or assets owned by, or leased or licensed to, any RSI Company, other than (w) inventory or products in the Ordinary Course of Business, (x) assets with an aggregate fair market value less than $10,000,000, (y) pursuant to non-exclusive licenses of Owned Intellectual Property granted by any RSI Company to customers or casinos in the Ordinary Course of Business, or (z) immaterial Owned Intellectual Property; or (B) subject any Owned Intellectual Property to Copyleft Terms; (xiv) disclose any trade secrets and any other material confidential information of an RSI Company to any Person (other than pursuant to a written confidentiality agreement with provisions restricting the use and disclosure of such trade secrets and confidential information); (xv) fail to take any action required to maintain any material insurance policies of any RSI Company in force (other than (i) substitution of an insurance policy by an insurance policy with a substantially similar coverage or (ii) with respect to any policy that covers any asset or matter that has been disposed or is no longer subsisting or application), or knowingly take or omit to take any action that could reasonably result in any such insurance policy being void or voidable (other than (i) substitution of an insurance policy by an insurance policy with a substantially similar coverage, (ii) with respect to any policy that covers any asset or matter that has been disposed or is no longer subsisting or application, (iii) actions in the Ordinary Course of Business, or (iv) actions set forth on Section 6.1(a)(xv) of the Company and Sellers’ Disclosure Letter); or (xvi) agree or commit to do any of the foregoing. (b) During the Pre-Closing Period, from unless the Signing Date until the ClosingBuyer shall otherwise give prior consent (which consent shall not be unreasonably withheld, except: conditioned or delayed) in writing and except (ix) as expressly contemplated by this Agreement or any of the other Transaction DocumentsAncillary Agreements (including the Recapitalization and the transactions contemplated by Section 7.13), (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department, (iiiy) as set forth on Section 3.4 6.1(b) of the Company and Sellers’ Disclosure LetterLetter or (z) to the extent that any action is taken or not taken in response to the actual or anticipated effect on Buyer’s business of COVID-19 or any COVID-19 Measures, in each case with respect to this clause (ivz) in connection with or in response to COVID-19, the Restructuring or (v) as a result of any agreement between Buyer and Seller, Seller Company shall not, except as consented to by Buyer (in accordance with and Sellers shall cause the procedures set forth in Section 3.5), permit any ALICO Entity to take any of the following actionsRSI Companies not to: (ai) enter into, renew or modify any Prohibited Affiliate Transaction; or (ii) except to the extent required by applicable Law, (1) make, change or revoke any material election relating to Taxes outside the Ordinary Course of Business consistent with past practice (subject to changes in applicable Law), (2) enter into any agreement, settlement or compromise with any Taxing Authority relating to a material amount of Taxes, (3) consent to any extension or waiver of the statutory period of limitations applicable to any material Tax matter not disclosed in Section 3.8 of the Company and Sellers’ Disclosure Letter (other than at the request of a taxing authority), (4) file any amended material Tax Return, (5) fail to timely file (taking into account valid extensions) any amendment material Tax Return required to be filed, (6) fail to pay any material amount of its articles Tax as it becomes due, (7) enter into any Tax Sharing Agreement (other than an Ordinary Course Tax Sharing Agreement), (8) surrender any right to claim any refund of incorporation, bylaws or other similar organizational documents (whether by merger, consolidation or otherwise) in any materially adverse respect; (b) any splitting, combination or reclassification a material amount of any Equity Interest or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Equity InterestTaxes, or redemption(9) take any action that would reasonably be expected to prevent, repurchase impair or other acquisition or offer to redeem, repurchase, or otherwise acquire any Equity Interest, except for dividends and distributions by any of ALICO’s subsidiaries on a pro rata basis to impede the equity owners thereof which shall be permitted;Intended Tax Treatment. (c) (i) any issuance, delivery or sale, or authorization of Nothing contained in this Agreement shall be deemed to give the issuance, delivery or sale of, any Equity Interests or (ii) amendment of any term of any Equity Interests (in each case, whether by merger, consolidation or otherwise); (d) any acquisition (by merger, consolidation, acquisition of stock or assets or otherwise)Buyer, directly or indirectly, the right to control or direct the Company or any operations of any assetsRSI Company prior to the Closing. Prior to the Closing, securitiesthe RSI Companies shall exercise, properties, interests or businesses, other than (i) in the ordinary course of business of such ALICO Entities in a manner that is consistent with past practicethe terms and conditions of this Agreement, including (1) the managing of the investment assets in the ordinary course of business by ALICO or any of the Insurance Subsidiaries,control over their respective businesses and operations.

Interim Operating Covenants. (a) From the Signing Effective Date until the Closing, except earlier of: (i1) as consented to by Buyer (the date this Agreement is terminated in accordance with Article X and (2) the procedures set forth Closing Date (such period, the “Pre-Closing Period”), unless the Buyer shall otherwise give prior consent (which consent shall not be unreasonably withheld, conditioned or delayed) in writing and except (x) as specifically contemplated by this Agreement or the Ancillary Agreements (including the Recapitalization and the transactions contemplated by Section 3.57.13), (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department and (iiiy) as set forth on Section 3.4 6.1(a) of the Company and Sellers’ Disclosure Letter, Seller shall, and shall cause the ALICO Entities to, Letter or (Az) comply with the covenants set forth other than in Articles 5 and 6 respect of the Credit Agreement restrictions set for in subclauses (in the case of the ALICO Entitiesi), (iii), (iv), (v) (x) or (xiv), to the extent already applicable pursuant that any action is taken or omitted to be taken in response to or related to the terms thereofactual or anticipated effect on any of the RSI Companies’ businesses of COVID-19 or any COVID-19 Measures, in each case with respect to this clause (z) and (B) except as expressly contemplated by this Agreement, in connection with or in response to COVID-19, the Restructuring Company shall, and for regulatory restrictions and events arising out of Sellers shall cause the financial events concerning Seller as announced by Seller on September 16, 2008RSI Companies to, conduct its and operate their business in all material respects in the ordinary course consistent with past practice Ordinary Course of Business and use its commercially reasonable efforts to preserve its present business organization, maintain in effect all of its Permits, keep available the services of its directors, officers and key employees, maintain satisfactory their existing relationships with its material customers, agents, bancassurance partners, reinsurers, lenders, suppliers and others having material business relationships with itdistributors, and manage the Company shall not, and Sellers shall cause the RSI Companies not to: (i) amend or otherwise modify any of the Governing Documents of any RSI Company in any manner that would be adverse to the Buyer or the Sponsor, except as otherwise required by Law; (ii) make any material changes to its working accounting policies, methods or practices, other than as required by GAAP or applicable Law; (iii) sell, issue, redeem, assign, transfer, pledge (other than in connection with existing credit facilities), convey or otherwise dispose of (x) any Equity Interests of any RSI Company or (y) any options, warrants, rights of conversion or other rights or agreements, arrangements or commitments obligating any RSI Company to issue, deliver or sell any Equity Interests of any RSI Company; (iv) declare, make or pay any dividend, other distribution or return of capital (whether in cash or in kind) to any equityholder of the Company or any other RSI Company, other than (x) to another RSI Company, (y) Tax Distributions, which may be financed by an advance made by any Seller or an Affiliate of a Seller, and (z) repayments by the Company to any Seller or its Affiliates in respect of advances made by such Persons to the Company as set forth on Section 6.1(a)(iv) of the Company and Sellers’ Disclosure Letter or described in Section 6.1(a)(iv)(y); (v) adjust, split, combine or reclassify any of its Equity Interests; (vi) (x) incur, assume, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness (other than (A) additional Indebtedness under existing credit facilities, (B) capital leases entered into in the Ordinary Course of Business, and (C) other Indebtedness not to exceed $15,000,000 in the aggregate), (y) make any advances or capital contributions to, or investments in, any Person, other than an RSI Company or in the Ordinary Course of Business, or (z) amend or modify in any material respect any Indebtedness; (vii) commit to, authorize or enter into any agreement in respect of, any capital expenditure (or series of commitments or capital expenditures), other than capital expenditures in an amount not to exceed $10,000,000; (viii) enter into any material amendment or termination (other than an expiration in accordance with the terms thereof) of, or waive compliance with, any material term of any Material Contract or Material Lease or enter into any Contract that if entered into prior to the Effective Date would be a Material Contract or Material Lease, in each case other than in the Ordinary Course of Business and solely to the extent such amendment, termination or waiver would not materially and adversely impact the RSI Companies, taken as a whole; (ix) other than inventory and other assets acquired in the Ordinary Course of Business, acquire the business, properties or assets, including Equity Interests of another Person, except, in each case, for acquisitions whose consideration in an aggregate amount (for all such acquisitions) is not greater than $10,000,000 and the consideration for which is payable only in cash, so long as, based upon the advice of the Company’s accountants, such acquisition, individually or in the aggregate, would not require any additional disclosure pursuant to the rules and regulations adopted by PCAOB (whether through merger, consolidation, share exchange, business combination or otherwise); (x) propose, adopt or effect any plan of complete or partial liquidation, dissolution, recapitalization or reorganization, or voluntarily subject to any material Lien, any of the material rights or material assets owned by, or leased or licensed to, any RSI Company, except for (x) Permitted Liens, (y) Liens under existing credit facilities or other Indebtedness permitted pursuant to Section 6.1(a)(iv) and (z) as required or contemplated by this Agreement; (xi) compromise, commence or settle any pending or threatened Proceeding (w) involving payments (exclusive of attorney’s fees) by an RSI Company not covered by insurance in excess of $500,000 in any single instance or in excess of $2,000,000 in the aggregate, (x) granting injunctive or other equitable remedy against an RSI Company, (y) which imposes any restrictions on the operations of businesses of the RSI Companies or (z) by the equityholders of the Company or any other Person which relates to the transactions contemplated by this Agreement; (xii) except as required under applicable Law, the terms of any Company Employee Benefit Plan existing as of the date hereof or in the Ordinary Course of Business (A) materially increase in any manner the compensation, bonus, severance or termination pay of any of the current or former directors, officers, employees or individual consultants of the RSI Companies, other than increases to any such individuals who are not directors or officers of the RSI Companies in the ordinary course of business consistent with past practice. Without limiting practice that do not exceed five percent (5%) individually or three percent (3%) in the generality aggregate, (B) become a party to, establish, materially amend (other than as required by applicable Law or as part of an annual renewal for health and/or welfare benefits), commence participation in, or terminate any stock option plan or other stock-based compensation plan, or any material Company Employee Benefit Plan that is not an Affiliate Employee Benefit Plan with or for the benefit of any current or former directors, officers, employees or individual consultants of the RSI Companies (or newly hired employees), except in each case actions taken pursuant to Section 7.13, (C) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Company Employee Benefit Plan, (D) grant any new awards under any Company Employee Benefit Plan, (E) amend or modify any outstanding award under any Company Employee Benefit Plan, (F) enter into, amend or terminate any collective bargaining agreement or other agreement with a labor union, works council or similar organization respecting employees of the RSI Companies, (G) forgive any loans, or issue any loans (other than advances issued in the Ordinary Course of Business) to an RSI Company’s directors, officers, contractors or employees, or (H) hire or engage any new employee or consultant or terminate the employment or engagement, other than for cause, of any employee or consultant if such new employee or consultant will receive, or does receive, annual base compensation (or annual base wages or fees)in excess of $250,000; (xiii) (A) sell, lease, assign, transfer, convey, license, sublicense, covenant not to assert, permit to lapse, abandon, allow to lapse, or otherwise dispose of, create, grant or issue any Liens (other than Permitted Liens), debentures or other securities in or on, any material rights or assets owned by, or leased or licensed to, any RSI Company, other than (w) inventory or products in the Ordinary Course of Business, (x) assets with an aggregate fair market value less than $10,000,000, (y) pursuant to non-exclusive licenses of Owned Intellectual Property granted by any RSI Company to customers or casinos in the Ordinary Course of Business, or (z) immaterial Owned Intellectual Property; or (B) subject any Owned Intellectual Property to Copyleft Terms; (xiv) disclose any trade secrets and any other material confidential information of an RSI Company to any Person (other than pursuant to a written confidentiality agreement with provisions restricting the use and disclosure of such trade secrets and confidential information); (xv) fail to take any action required to maintain any material insurance policies of any RSI Company in force (other than (i) substitution of an insurance policy by an insurance policy with a substantially similar coverage or (ii) with respect to any policy that covers any asset or matter that has been disposed or is no longer subsisting or application), or knowingly take or omit to take any action that could reasonably result in any such insurance policy being void or voidable (other than (i) substitution of an insurance policy by an insurance policy with a substantially similar coverage, (ii) with respect to any policy that covers any asset or matter that has been disposed or is no longer subsisting or application, (iii) actions in the Ordinary Course of Business, or (iv) actions set forth on Section 6.1(a)(xv) of the Company and Sellers’ Disclosure Letter); or (xvi) agree or commit to do any of the foregoing. (b) During the Pre-Closing Period, from unless the Signing Date until the ClosingBuyer shall otherwise give prior consent (which consent shall not be unreasonably withheld, except: conditioned or delayed) in writing and except (ix) as expressly contemplated by this Agreement or any of the other Transaction DocumentsAncillary Agreements (including the Recapitalization and the transactions contemplated by Section 7.13), (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department, (iiiy) as set forth on Section 3.4 6.1(b) of the Company and Sellers’ Disclosure LetterLetter or (z) to the extent that any action is taken or not taken in response to the actual or anticipated effect on Buyer’s business of COVID-19 or any COVID-19 Measures, in each case with respect to this clause (ivz) in connection with or in response to COVID-19, the Restructuring or (v) as a result of any agreement between Buyer and Seller, Seller Company shall not, except as consented to by Buyer (in accordance with and Sellers shall cause the procedures set forth in Section 3.5), permit any ALICO Entity to take any of the following actionsRSI Companies not to: (ai) enter into, renew or modify any Prohibited Affiliate Transaction; or (ii) except to the extent required by applicable Law, (1) make, change or revoke any material election relating to Taxes outside the Ordinary Course of Business consistent with past practice (subject to changes in applicable Law), (2) enter into any agreement, settlement or compromise with any Taxing Authority relating to a material amount of Taxes, (3) consent to any extension or waiver of the statutory period of limitations applicable to any material Tax matter not disclosed in Section 3.8 of the Company and Sellers’ Disclosure Letter (other than at the request of a taxing authority), (4) file any amended material Tax Return, (5) fail to timely file (taking into account valid extensions) any amendment material Tax Return required to be filed, (6) fail to pay any material amount of its articles Tax as it becomes due, (7) enter into any Tax Sharing Agreement (other than an Ordinary Course Tax Sharing Agreement), (8) surrender any right to claim any refund of incorporation, bylaws or other similar organizational documents (whether by merger, consolidation or otherwise) in any materially adverse respect; (b) any splitting, combination or reclassification a material amount of any Equity Interest or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Equity InterestTaxes, or redemption(9) take any action that would reasonably be expected to prevent, repurchase impair or other acquisition or offer to redeem, repurchase, or otherwise acquire any Equity Interest, except for dividends and distributions by any of ALICO’s subsidiaries on a pro rata basis to impede the equity owners thereof which shall be permitted;Intended Tax Treatment. (c) (i) any issuance, delivery or sale, or authorization of Nothing contained in this Agreement shall be deemed to give the issuance, delivery or sale of, any Equity Interests or (ii) amendment of any term of any Equity Interests (in each case, whether by merger, consolidation or otherwise); (d) any acquisition (by merger, consolidation, acquisition of stock or assets or otherwise)Buyer, directly or indirectly, the right to control or direct the Company or any operations of any assetsRSI Company prior to the Closing. Prior to the Closing, securitiesthe RSI Companies shall exercise, properties, interests or businesses, other than (i) in the ordinary course of business of such ALICO Entities in a manner that is consistent with past practicethe terms and conditions of this Agreement, including (1) the managing of the investment assets in the ordinary course of business by ALICO or any of the Insurance Subsidiaries,control over their respective businesses and operations.

Interim Operating Covenants. From the Signing Date until the Closing, except (i) as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department and (iii) as set forth on Section 3.4 of the Disclosure Letter, Seller shall, and shall cause the ALICO Entities to, , (A) comply with the covenants set forth in Articles 5 and 6 of the Credit Agreement (in the case of the ALICO Entities, to the extent already applicable pursuant to the terms thereof) and (B) except as expressly contemplated by this Agreement, in connection with the Restructuring and for regulatory restrictions and events arising out of the financial events concerning Seller as announced by Seller on September 16, 2008, conduct its business in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve its present business organization, maintain in effect all of its Permits, keep available the services of its directors, officers and key employees, maintain satisfactory relationships with its customers, agents, bancassurance partners, reinsurers, lenders, suppliers and others having material business relationships with it, and manage its working capital in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, from the Signing Date until the Closing, except: (i) as expressly contemplated by this Agreement or any of the other Transaction Documents, (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department, (iii) as set forth on Section 3.4 of the Disclosure Letter, (iv) in connection with the Restructuring or (v) as a result of any agreement between Buyer and Seller, Seller shall not, except as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), permit any ALICO Entity to take any of the following actions: (a) any amendment of its articles of incorporation, bylaws or other similar organizational documents (whether by merger, consolidation or otherwise) in any materially adverse respect; (b) any splitting, combination or reclassification of any Equity Interest or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Equity Interest, or redemption, repurchase or other acquisition or offer to redeem, repurchase, or otherwise acquire any Equity Interest, except for dividends and distributions by any of ALICO’s subsidiaries on a pro rata basis to the equity owners thereof which shall be permitted; (c) (i) any issuance, delivery or sale, or authorization of the issuance, delivery or sale of, any Equity Interests or (ii) amendment of any term of any Equity Interests (in each case, whether by merger, consolidation or otherwise); (d) any acquisition (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, of any assets, securities, properties, interests or businesses, other than (i) in the ordinary course of business of such ALICO Entities in a manner that is consistent with past practice, including (1) the managing of the investment assets in the ordinary course of business by ALICO or any of the Insurance Subsidiaries,, (2) ALICO or any of the Insurance Subsidiaries effecting treasury and cash management functions conducted in the ordinary course of business and (3) ordinary course reinsurance and co-insurance arrangements, (ii) any transaction among ALICO and any of its subsidiaries or among any subsidiaries of ALICO, (iii) investments set forth in the Capital Expenditure Budget, (iv) Securities Lending Management and (v) acquisitions with a purchase price (including any related assumed Indebtedness) that does not exceed $25 million individually or $50 million in the aggregate; (e) any sale, lease or other transfer, or creation or incurrence of any lien (other than Permitted Liens) (“Dispositions”) on, any assets, securities, properties, interests or businesses, other than (i) in the ordinary course of business in a manner that is consistent with past practice, including (1) the managing of the investment assets in the ordinary course of business by ALICO or any of the Insurance Subsidiaries, (2) ALICO or any of the Insurance Subsidiaries effecting treasury and cash management functions conducted in the ordinary course of business and (3) ordinary course reinsurance and co-insurance arrangements, (ii) any transaction among ALICO and any of its subsidiaries or among any subsidiaries of ALICO, (iii) Securities Lending Management and (iv) Dispositions of assets, securities, properties, interests or businesses with a sale price (including any related assumed Indebtedness) that does not exceed $25 million individually or $50 million in the aggregate; (f) the creation, incurrence or assumption of any Indebtedness for borrowed money or guarantees thereof having an aggregate principal amount (together with all other Indebtedness of the ALICO Entities) outstanding at any time greater than $500 million; provided, however, that (A) any refinancing (including any extension, renewal or exchange) of existing Indebtedness shall be permitted, so long as the principal amount of the existing Indebtedness being refinanced is equal to or more than the amount of any such new Indebtedness being incurred without regard to any unpaid accrued interest and premium thereon plus other reasonable fees incurred in connection with such refinancing, (B) loans or borrowing by ALICO or any of its subsidiaries under currently available lines of credit shall be permitted, (C) intercompany loans, guarantees or advances made among ALICO or any of its subsidiaries shall be permitted, (D) Securities Lending Management shall be permitted, and (E) other Indebtedness incurred or assumed in connection with the transactions permitted pursuant to any of Sections 3.4(d)(i)(1), (d)(i)(2) and (d)(v) or Sections 3.4(e)(i)(1) or (e)(i)(2) shall be permitted; (g) (i) the grant or increase of any material severance or termination pay to (or amendment of any existing arrangement with) any current or former director, officer or employee other than in the ordinary course of business, as currently conducted, (ii) any material increase in benefits payable under any existing severance or termination pay policies or employment agreements other than in the ordinary course of business, as currently conducted, (iii) the entering into of any material employment, deferred compensation or other similar agreement (or amendment of any such existing agreement) with any current or former director, officer or employee other than in the ordinary course of business, as currently conducted, (iv) the establishment, adoption or amendment of any material collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any current or former director, officer or employee other than in the ordinary course of business, as currently conducted, or (v) any material increase in compensation, bonus or other benefits payable to any current or former director, officer or employee other than in the ordinary course of business, as currently conducted; (h) any material change in the methods of accounting, except as required by concurrent changes in GAAP or SAP or applicable Law as agreed to by Seller’s independent public accountants; (i) any settlement or proposal to settle (i) any material litigation, investigation, arbitration, proceeding or other claim against or adversely affecting any ALICO Entity, other than with respect to (A) claims under insurance policies within policy limits or (B) claims for a cash payment by an ALICO Entity not in excess of $10 million, or (ii) any litigation, arbitration, proceeding or dispute involving, against or adversely affecting any ALICO Entity that relates to any of the transactions contemplated by any of the Transaction Documents; (j) to the extent any of the following would materially and adversely affect, and relates principally to, the Company and any Material Subsidiary (as defined in the LLC Agreement but as of the Signing Date), the making or changing of any Tax election, the changing of any annual Tax accounting period, or adoption of or change to any method of Tax accounting, the filing of any amended Tax return, the entering into of any closing agreement, the settlement of any Tax claim or assessment, or the surrender of any right to claim a Tax refund, offset or other reduction in Tax liability; (k) the entering into of any Tax Sharing Agreement; or (l) any agreement, resolution or commitment to do any of the foregoing.

Interim Operating Covenants. From the Signing Date until the Closing, except (i) as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department and (iii) as set forth on Section 3.4 of the Disclosure Letter, Seller Parent shall, and shall cause the ALICO AIA Entities to, , (A) comply with the covenants set forth in Articles 5 and 6 of the Credit Agreement (in the case of the ALICO AIA Entities, to the extent already applicable pursuant to the terms thereof) and (B) except as expressly contemplated by this Agreement, in connection with the Restructuring and for regulatory restrictions and events arising out of the financial events concerning Seller Parent as announced by Seller Parent on September 16, 2008, conduct its business in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve its present business organization, maintain in effect all of its Permits, keep available the services of its directors, officers and key employees, maintain satisfactory relationships with its customers, agents, bancassurance partners, reinsurers, lenders, suppliers and others having material business relationships with it, and manage its working capital in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, from the Signing Date until the Closing, except: (i) as expressly contemplated by this Agreement or any of the other Transaction Documents, (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department, (iii) as set forth on Section 3.4 of the Disclosure Letter, (iv) in connection with the Restructuring or (v) as a result of any agreement between Buyer and SellerParent, Seller Parent shall not, except as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), permit any ALICO AIA Entity to take any of the following actions: (a) any amendment of its articles of incorporation, bylaws or other similar organizational documents (whether by merger, consolidation or otherwise) in any materially adverse respect; (b) any splitting, combination or reclassification of any Equity Interest or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Equity Interest, or redemption, repurchase or other acquisition or offer to redeem, repurchase, or otherwise acquire any Equity Interest, except for dividends and distributions by any of ALICOAIA’s subsidiaries or by any of PhilAm’s subsidiaries on a pro rata basis to the equity owners thereof which shall be permitted; (c) (i) any issuance, delivery or sale, or authorization of the issuance, delivery or sale of, any Equity Interests or (ii) amendment of any term of any Equity Interests (in each case, whether by merger, consolidation or otherwise); (d) any acquisition (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, of any assets, securities, properties, interests or businesses, other than (i) in the ordinary course of business of such ALICO AIA Entities in a manner that is consistent with past practice, including (1) the managing of the investment assets in the ordinary course of business by ALICO AIA, PhilAm or any of the Insurance SubsidiariesRegulated Subsidiaries and (2) AIA, PhilAm or any of the Regulated Subsidiaries effecting treasury and cash management functions conducted in the ordinary course of business, and (3) ordinary course reinsurance and co-insurance arrangements, (ii) any transaction among members of the AIA PhilAm Group, (iii) investments set forth in the Capital Expenditure Budget, (iv) Securities Lending Management, and (v) acquisitions with a purchase price (including any related assumed Indebtedness) that does not exceed $25 million individually or $50 million in the aggregate; (e) any sale, lease or other transfer, or creation or incurrence of any lien (other than Permitted Liens) (“Dispositions”) on, any assets, securities, properties, interests or businesses, other than (i) in the ordinary course of business in a manner that is consistent with past practice, including (1) the managing of the investment assets in the ordinary course of business by AIA, PhilAm or any of the Regulated Subsidiaries and (2) AIA, PhilAm or any of the Regulated Subsidiaries effecting treasury and cash management functions conducted in the ordinary course of business, and (3) ordinary course reinsurance and co-insurance arrangements, (ii) any transaction among members of the AIA PhilAm Group, (iii) Securities Lending Management, and (iv) Dispositions of assets, securities, properties, interests or businesses with a sale price (including any related assumed Indebtedness) that does not exceed $25 million individually or $50 million in the aggregate, (f) the creation, incurrence or assumption of any Indebtedness for borrowed money or guarantees thereof having an aggregate principal amount (together with all other Indebtedness of the AIA Entities) outstanding at any time greater than $500 million; provided, however, that (A) any refinancing (including any extension, renewal or exchange) of existing Indebtedness shall be permitted, so long as the principal amount of the existing Indebtedness being refinanced is equal to or more than the amount of any such new Indebtedness being incurred without regard to any unpaid accrued interest and premium thereon plus other reasonable fees incurred in connection with such refinancing,

Interim Operating Covenants. (a) From the Signing Date date hereof until the Closing, except earlier of (i) as consented the lapse of the Takeover Offer pursuant to by Buyer (Section 7.6(b) or the termination of this Agreement in accordance with the procedures set forth in Section 3.5)27, and (ii) the Closing (the “Pre-Closing Period”), to the extent required or prohibited by this is legally permitted under applicable Law or by any regulatory requirementand subject in each case to Section 19.2, directive or order of any Department and (iii) as set forth on Section 3.4 of the Disclosure Letter, Seller Company shall, and shall cause use best efforts to procure that the ALICO Entities to, (A) comply with other Group Companies will, in each case unless the covenants set forth Bidder has granted its prior written consent, such consent not to be unreasonably withheld or delayed or unless included in Articles 5 and 6 Section I of the Credit Agreement (Company Disclosure Letter, carry on its and their respective business in the case of the ALICO Entities, to the extent already applicable pursuant to the terms thereof) and (B) except as expressly contemplated by this Agreement, in connection with the Restructuring and for regulatory restrictions and events arising out of the financial events concerning Seller as announced by Seller on September 16, 2008, conduct its business all material respects in the ordinary course consistent with past practice practice, including the current strategy; and (b) During the Pre-Closing Period, to the extent this is legally permitted under applicable Law and use commercially reasonable efforts subject in each case to preserve Section 19.2, the Company shall, and shall procure that the other Group Companies will, in each case unless the Bidder has granted its present business organizationprior written consent, maintain such consent not to be unreasonably withheld or delayed or unless included in Section I of the Company Disclosure Letter, refrain from any of the following: (i) proposing to the general meeting any amendment to the Company’s articles of association or amending, to the extent this is within the Company’s control, organizational documents of other Group Companies; (ii) (A) issuing any new Company Shares or any other securities exercisable for or convertible into Company Shares (except that the Company may issue Company Shares as required to be issued upon the exercise or settlement of Stock Options, Performance Share Unit Awards or Restricted Stock Unit Awards outstanding as of the date hereof pursuant to the terms thereof (as in effect all as of the date hereof) or in respect of the Conditional Conversion Right) or (B) in the case of any Subsidiary of the Company, issuing or selling any equity securities of such Subsidiary other than to the Company or any other member of the Group; (iii) repurchasing or redeeming any of the Company Shares, other than: (A) repurchases of Company Shares outstanding as of the date hereof pursuant to the Company’s right (under written commitments in effect as of the date hereof) to purchase Company Shares held by an employee of the Group upon termination of such person’s employment or engagement by the Company; (B) repurchases or forfeitures pursuant to the terms of any Stock Option Program, Performance Share Unit Program or Restricted Stock Unit Program as in effect on the date hereof; or (C) in connection with withholding to satisfy the exercise price and/or Tax obligations with respect to the Stock Option Programs, Performance Share Unit Programs or Restricted Stock Unit Programs as in effect on the date hereof; (iv) splitting, combining, subdividing or reclassifying any Company Shares or other equity interests; (v) accepting the Takeover Offer for any Treasury Shares; Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (vi) effecting any changes to the corporate structure of the Company or any other Group Company (in each case other than with another Group Company) including any transformation transaction (umwandlungsrechtliche Maßnahme) pursuant to the German Transformation Act; (vii) entering into any enterprise agreements (Unternehmensverträge) pursuant to Sections 291 and 292 German Stock Corporation Act (in each case other than with another Group Company); (viii) establishing a record date for, declaring, setting aside or paying any dividend or making any other distribution in respect of any shares of its Permitscapital stock (including the Company Shares) or proposing to its shareholders the payment of any dividend or making any other distribution in respect of any Company Shares; (ix) except as contemplated by Section 14 or as required under any Employee Plan (A) granting any increase in compensation, keep available bonuses or other benefits to any Company Service Provider, (B) granting any severance, termination protection, change in control, retention or similar compensation or benefits to any Company Service Provider, (C) granting, paying or awarding any bonuses, incentive compensation, Company Incentive Awards or any other equity or equity-based compensation to any Company Service Provider, (D) hiring, promoting or terminating (other than for cause) the services employment or service of its directorsany Company Service Provider, officers except that the Company (1) may provide increases in salary, wages or benefits to non-executive officer employees in the ordinary course of business consistent with past practice of up to 3.5% in the aggregate; (2) may amend any Employee Plans to the extent required by applicable Law; (3) may make usual and key employees, maintain satisfactory relationships with its customers, agents, bancassurance partners, reinsurers, lenders, suppliers and others having material business relationships with it, and manage its working capital customary annual or quarterly bonus payments in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, from the Signing Date until the Closing, except: ; and (i4) as expressly contemplated by this Agreement or any of the other Transaction Documents, (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department, (iii) as set forth on Section 3.4 of the Disclosure Letter, (iv) in connection may enter into employment agreements with the Restructuring or (v) as a result of any agreement between Buyer non-executive officer employees and Seller, Seller shall not, except as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), permit any ALICO Entity to take any of the following actions: (a) any amendment of its articles of incorporation, bylaws or other similar organizational documents (whether by merger, consolidation or otherwise) in any materially adverse respect; (b) any splitting, combination or reclassification of any Equity Interest or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Equity Interest, or redemption, repurchase or other acquisition or offer to redeem, repurchase, or otherwise acquire any Equity Interest, except for dividends and distributions by any of ALICO’s subsidiaries on a pro rata basis to the equity owners thereof which shall be permitted; (c) (i) any issuance, delivery or sale, or authorization of the issuance, delivery or sale of, any Equity Interests or (ii) amendment of any term of any Equity Interests (in each case, whether by merger, consolidation or otherwise); (d) any acquisition (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, of any assets, securities, properties, interests or businesses, other than (i) consultants in the ordinary course of business of such ALICO Entities consistent with past practice; (x) (A) amending or modifying any Material Contract in a manner that is adverse in any material respect to the Group Companies or the development, manufacture or commercialization of any Company Product, (B) voluntarily terminating any Material Contract or permitting any Material Contract to expire (except automatic expirations that occur by the operation of the terms of any such Material Contract) or (C) entering into or renewing any Material Contract except of the type described in Section 9(c) or 9(m) of Annex 17.1 so long as it is not referenced in any other clause of Section 9 of Annex 17.1 (it being understood, for the avoidance of doubt, that this Section 19.1(b)(x) shall not be construed to restrict any action that is specifically the subject of and permitted by any of sub-paragraph of Section 19.1(b)); (xi) entering into any joint venture, partnership, collaboration or similar arrangement; (xii) except in the ordinary course of business consistent with past practice, making capital expenditures that exceed EUR 1,000,000.00 in the aggregate; (xiii) incurring, assuming or guaranteeing any new Indebtedness for borrowed money (i.e., excluding refinancings) exceeding EUR 1,000,000.00 in the aggregate; Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (xiv) purchasing, acquiring, leasing, licensing, sublicensing, pledging, selling or otherwise disposing of, divesting or spinning-off, abandoning, waiving, relinquishing or permitting to lapse, transferring, assigning or encumbering any material right (including, for the avoidance of doubt, rights to receive royalties or other payments with respect to any collaboration, out-license or other Contract to which the Bidder or any of its Affiliate is party) or other material asset or property (including investments in material intangible assets, fixed assets or financial assets), other than Intellectual Property Rights, which are addressed in Section 19.1(b)(xvi); provided that the foregoing shall not apply (1A) to dispositions of obsolete, surplus or worn out assets that are no longer useful in the managing conduct of the investment business of the Group, (B) transactions between Group Companies, (C) with respect to pledges, sales or other dispositions constituting Encumbrances created or incurred in connection with any indebtedness permitted to be established or incurred pursuant to Section 19.1(b)(xiii) or (D) sales or other dispositions of assets or properties having a fair market value of less than EUR 1,000,000.00 individually (and not more than EUR 5,000,000.00 in the aggregate); (xv) lending money or making capital contributions or advances to or making investments (except for Treasury investments in financial assets in the ordinary course of business by ALICO consistent with past practice) in, any Person (other than another Group Company), in excess of EUR 100,000.00 in the aggregate and except for (A) advances to directors, employees and consultants for travel and other business related expenses in the ordinary course of business consistent with past practice and in compliance with the Company’s policies related thereto and (B) advances of expenses as required under any Group Company’s articles of association or similar organizational documents; (xvi) acquiring, selling, divesting, transferring, assigning, in-licensing, out-licensing, sublicensing, granting a covenant not to assert or release with respect to, cancelling, abandoning, letting lapse, failing to diligently prosecute or using commercially reasonable efforts to enforce, creating or incurring any Encumbrance (other than a Permitted Encumbrance) on, or otherwise disposing of, any material Company IP (including, for the avoidance of doubt, (1) any Company IP that is the subject of any collaboration, out-license or other Contract to which the Bidder or any of its Affiliates is party and (2) any Company IP that claims, covers or is otherwise incorporated in any Company Product), in each case, other than (A) pursuant to non-exclusive licenses granted in the Insurance ordinary course of business or (B) the abandonment, disposal, lapse or expiration of Company IP at the end of their statutory terms; (xvii) (A) terminating any clinical trial with respect to any Company Product that is ongoing as of the date of the Agreement or (B) commencing (alone or with any other Person) any new clinical trial with respect to any Company Product; (xviii) except as required by applicable Law or IFRS, (A) making any material change to any accounting method or accounting period used for Tax purposes that has a material effect on Taxes; (B) making, rescinding or changing any material Tax election; (C) filing a material amended Tax Return; (D) entering into a closing agreement with any governmental agency regarding any material Tax liability or assessment; (E) settling, compromising or consenting to any material Tax claim or assessment or surrendering a right to a material Tax refund; or (F) waiving or extending the statute of limitations with respect to any material Tax or material Tax Return, other than automatic waivers or extensions obtained in the ordinary course of business; Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (xix) entering into binding obligations concerning any M&A transactions which have not been communicated or otherwise known to the public markets prior to the date hereof; (xx) [Reserved] (xxi) settling, releasing, waiving or compromising any Legal Proceeding or other claim (or threatened Legal Proceeding or other claim) against any Group Company, other than any settlement, release, waiver or compromise that (A) results solely in monetary obligations involving only the payment of monies by the Group Companies of not more than EUR 1,000,000.00 in the aggregate (excluding monetary obligations that are funded by an indemnity obligation to, or an insurance policy of, any Group Company) and (B) does not result in any material non-monetary obligation of or restrictions on any Group Company or the admission of fault, wrongdoing or violation of any Law by any Group Company; provided that the settlement, release, waiver or compromise of any Legal Proceeding or claim brought by the shareholders of the Company against the Company and/or its directors relating to the Takeover or a breach of this Agreement or any other agreements contemplated hereby shall be subject to Section 24; (xxii) proposing to the general meeting a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any of the Group Companies; and/or (xxiii) entering into any agreement to take, or commit to take, any of the foregoing actions. (c) To the extent this is legally permitted under applicable Law and subject in each case to Section 19.2, the Company shall, and shall procure that the other Group Companies will, in each case unless the Bidder has granted its prior written consent, such consent not to be unreasonably withheld or delayed, take the actions set forth in Schedule 19.1(c) hereto. (d) To the extent this is legally permitted under applicable Law and subject in each case to Section 19.2, the Company shall, and shall procure that the other Group Companies will, use best efforts to effect the matter set forth on Schedule 19.1(d) hereto (the “Specified Matter”). The Company shall provide the Parent and its Affiliates with a reasonable opportunity to review and comment on all purchase or similar agreements and all amendments, waivers, consents or similar instruments and all other agreements or documents to effectuate or otherwise entered into in connection with the effectuation of the Specified Matter, which shall in all cases be in form and substance and on terms (including any financial terms) reasonably acceptable to the Parent. Notwithstanding the foregoing, nothing contained in this Section 19.1 or elsewhere in this Agreement shall give to the Parent or the Bidder, directly or indirectly, rights to control or direct the operations of the Group Companies prior to the Closing. Prior to the Closing, each of the Parent, the Bidder and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its and its, if applicable, Subsidiaries,’ respective operations.

Interim Operating Covenants. (a) From the Signing Effective Date until the Closingearlier of: (1) the date this Agreement is terminated in accordance with Article XI and (2) the Closing Date (such period, the “Pre-Closing Period”), unless SPAC shall otherwise give prior consent (which consent shall not be unreasonably withheld, conditioned or delayed) in writing and except (x) as specifically contemplated or permitted by this Agreement or the Ancillary Agreements, or (y) other than in respect of the restrictions set forth in subclauses (i), (iii), (iv), (v), (x) or (xiv), to the extent that any action is taken or omitted to be taken in response to or related to the actual or anticipated effect on any of the Target’s businesses of COVID-19 or any COVID-19 Measures in each case with respect to this clause (y) in connection with or in response to COVID-19, or (z) actions taken with respect to the Excluded Assets, the Target Companies shall conduct and operate their business in all material respects in the Ordinary Course of Business and use commercially reasonable efforts to preserve their existing relationships with material customers, suppliers and distributors, and no Target Company shall: (i) amend or otherwise modify any of its Governing Documents in any manner that would be adverse to SPAC, except as consented otherwise required by Law; (ii) make any changes to by Buyer its accounting policies, methods or practices, other than as permitted under IFRS or applicable Law; (iii) sell, issue, redeem, assign, transfer, pledge (other than in connection with existing credit facilities), convey or otherwise dispose of (x) any Equity Securities, (y) any options, warrants, rights of conversion or other rights or agreements, arrangements or commitments obligating any Target Company to issue, deliver or sell any Equity Securities of any Target Company; (iv) declare, make or pay any dividend, other distribution or return of capital (other than wholly in cash) to any equityholder as of the date hereof of any Target Company; (v) adjust, split, consolidate or reclassify any of its Equity Securities (except for any conversion of shares into deferred shares in accordance with the procedures set forth provisions of its Governing Documents); (vi) (x) incur, assume, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness (other than (A) additional Indebtedness under existing credit facilities or lines of credit, (B) capital leases entered into in Section 3.5the Ordinary Course of Business, and (C) other Indebtedness not to exceed $250,000 in the aggregate), (iiy) make any advances or capital contributions to, or investments in, any Person, other than the Target or in the Ordinary Course of Business, or (z) amend or modify in any material respect any Indebtedness; (vii) commit to, authorize or enter into any agreement in respect of, any capital expenditure (or series of commitments or capital expenditures), other than capital expenditures in an amount not to exceed $1,000,000; (viii) enter into any material amendment or termination (other than an expiration in accordance with the terms thereof) of, or waive compliance with, any material term of any Material Contract or enter into any Contract that if entered into prior to the Effective Date would be a Material Contract, in each case other than in the Ordinary Course of Business and solely to the extent such amendment, termination or waiver would not materially and adversely impact any Target Company; (ix) other than inventory and other assets acquired in the Ordinary Course of Business, acquire the business, properties or assets, including Equity Securities of another Person, except, in each case, for acquisitions whose consideration in an aggregate amount (for all such acquisitions) is not greater than $750,000 and the consideration for which is payable only in cash, so long as, based upon the advice of the Target’s accountants, such acquisition, individually or in the aggregate, would not require any additional disclosure pursuant to the rules and regulations adopted by PCAOB (whether through merger, consolidation, share exchange, business combination or otherwise); (x) propose, adopt or effect any plan of complete or partial liquidation, dissolution, recapitalization or reorganization, or voluntarily subject to any material Lien, any of the material rights or material assets owned by, or leased or licensed to, any Target Company; (xi) compromise, commence or settle any pending or threatened Proceeding (w) involving payments (exclusive of attorney’s fees) by any Target Company not covered by insurance in excess of $75,000 in any single instance or in excess of $250,000 in the aggregate, (x) granting injunctive or other equitable remedy against any Target Company, (y) which imposes any material restrictions on the operations of businesses of any Target Company, taken as a whole or (z) by the equityholders of any Target Company or any other Person which relates to the transactions contemplated by this Agreement; (xii) except as required under applicable Law, the terms of any Target Company Employee Benefit Plan existing as of the date hereof with SPAC’s prior agreement (A) increase in any manner the compensation, bonus, severance or termination pay of any of the current or former directors, officers, employees or individual consultants of any Target Company, (B) become a party to, establish, amend, commence participation in, or terminate any share option plan or other share-based compensation plan, or any Target Company Employee Benefit Plan with or for the benefit of any current or former directors, officers, employees or individual consultants of any Target Company, (C) accelerate the vesting of or lapsing of restrictions with respect to any share-based compensation or other long-term incentive compensation under any Target Company Employee Benefit Plan, (D) grant any new awards under any Target Company Employee Benefit Plan, (E) amend or modify any outstanding award under any Target Company Employee Benefit Plan, (F) enter into, amend or terminate any collective bargaining agreement or other agreement with a labor union, works council or similar organization respecting employees of any Target Company, (G) forgive any loans, or issue any loans to any directors, officers, contractors or employees without prior agreement of SPAC, or (H) hire or engage any new employee or consultant or terminate the employment or engagement, other than for cause, of any employee or consultant if such new employee or consultant will receive, or does receive, annual base compensation (or annual base wages or fees) in excess of $200,000; (xiii) (A) sell, lease, assign, transfer, convey, license, sublicense, covenant not to assert, permit to lapse, abandon, allow to lapse, or otherwise dispose of, create, grant or issue any Liens (other than Permitted Liens), debentures or other securities in or on, any material rights or assets owned by, or leased or licensed to, any Target Company, other than (w) inventory or products in the Ordinary Course of Business, or (x) assets with an aggregate fair market value less than $500,000; or (B) subject any Owned Intellectual Property to Copyleft Terms; (xiv) disclose any Trade Secrets and any other material confidential information of any Target Company to any Person other than the Parent; (xv) fail to take any action required to maintain any material insurance policies of any Target Company in force (other than (A) substitution of an insurance policy by an insurance policy with a substantially similar coverage or (B) with respect to any policy that covers any asset or matter that has been disposed or is no longer subsisting or application), or knowingly take or omit to take any action that could reasonably result in any such insurance policy being void or voidable (other than (1) substitution of an insurance policy by an insurance policy with a substantially similar coverage, (2) with respect to any policy that covers any asset or matter that has been disposed or is no longer subsisting or application, or (3) actions in the Ordinary Course of Business; (xvi) except to the extent required or prohibited by applicable Law or by any regulatory requirementLaw, directive or order of any Department and (iii) as set forth on Section 3.4 of the Disclosure Letter, Seller shall, and shall cause the ALICO Entities to, (A) comply make, change or revoke any material election relating to Taxes (subject to changes in applicable Law), (B) enter into any agreement, settlement or compromise with any Taxing Authority relating to a material amount of Taxes, (C) consent to any extension or waiver of the covenants statutory period of limitations applicable to any material Tax matter, (D) file any amended material Tax Return, (E) fail to timely file (taking into account valid extensions) any material Tax Return required to be filed, (F) fail to pay any material amount of Tax as it becomes due, (G) enter into any Tax Sharing Agreement (other than an Ordinary Course Tax Sharing Agreement), or (H) surrender any right to claim any refund of a material amount of Taxes; (xvii) except as included as a Parent Transaction Expense, incur any Liability, in connection with this Agreement or the Ancillary Agreements, or the transactions contemplated hereby or thereby, that would result in the obligation of any Target Company or SPAC to pay any investment banker fee, finder’s fee, brokerage or agent’s commissions or other similar payments or reimburse expenses of any of the foregoing; or (xviii) agree or commit to do any of the foregoing. (b) From the Effective Date until the earlier of: (1) the date this Agreement is terminated in accordance with Article XI and (2) the Closing Date, unless any Target Company shall otherwise give prior consent (which consent shall not be unreasonably withheld, conditioned or delayed) in writing and except (x) as specifically contemplated or permitted by this Agreement or the Ancillary Agreements, or (y) other than in respect of the restrictions set forth in Articles 5 and 6 of the Credit Agreement subclauses (in the case of the ALICO Entitiesi), (iii), (iv), (v) or (ix), to the extent already applicable pursuant that any action is taken or omitted to be taken in response to or related to the terms thereofactual or anticipated effect on SPAC’s business of COVID-19 or any COVID-19 Measures, in each case with respect to this clause (y) and (B) except as expressly contemplated by this Agreement, in connection with the Restructuring or in response to COVID-19, SPAC conduct and for regulatory restrictions and events arising out of the financial events concerning Seller as announced by Seller on September 16, 2008, conduct operate its business in all material respects in the ordinary course consistent with past practice Ordinary Course of Business and use commercially reasonable efforts to preserve its present business organization, maintain in effect all of its Permits, keep available the services of its directors, officers and key employees, maintain satisfactory existing relationships with its material customers, agents, bancassurance partners, reinsurers, lenders, suppliers and others having material business relationships with itdistributors, and manage its working capital in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, from the Signing Date until the Closing, except: SPAC shall not: (i) as expressly contemplated by this Agreement amend or otherwise modify any of the other Transaction Documentsits Governing Documents in any manner that would be adverse to any Target Company, (ii) to the extent except as otherwise required or prohibited by applicable Law or by any regulatory requirementLaw; provided, directive or order of any Departmenthowever, (iii) as set forth on Section 3.4 of the Disclosure Letter, (iv) that SPAC may amend its Governing Documents in connection with the Restructuring extension of the date by which SPAC must consummate an initial business combination; (ii) make any changes to its accounting policies, methods or practices, other than as required by GAAP or applicable Law; (iii) sell, issue, redeem, assign, transfer, pledge, mortgage, charge (other than in connection with existing credit facilities), convey or otherwise dispose of (x) any Equity Securities of SPAC (y) any options, warrants, rights of conversion or other rights or agreements, arrangements or commitments obligating SPAC to issue, deliver or sell any Equity Securities of SPAC; (iv) declare, make or pay any dividend, other distribution or return of capital (whether in cash or in kind) to any equityholder of SPAC other than redemptions from the Trust Account that are required pursuant to the SPAC Governing Documents; (v) as a result of any agreement between Buyer and Selleradjust, Seller shall notsplit, except as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), permit any ALICO Entity to take combine or reclassify any of the following actions:its Equity Securities; (avi) any amendment of its articles of incorporationincur, bylaws assume, guarantee or other similar organizational documents otherwise become liable for (whether by mergerdirectly, consolidation contingently or otherwise) in any materially adverse respect; Indebtedness (b) including under any splitting, combination borrowings from Sponsor or reclassification of any Equity Interest or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Equity Interest, or redemption, repurchase or other acquisition or offer its Affiliates commonly referred to redeem, repurchase, or otherwise acquire any Equity Interest, except for dividends and distributions by any of ALICO’s subsidiaries on a pro rata basis to the equity owners thereof which shall be permitted; (c) (i) any issuance, delivery or sale, or authorization of the issuance, delivery or sale of, any Equity Interests or (ii) amendment of any term of any Equity Interests (in each case, whether by merger, consolidation or otherwiseas “working capital loans”); (dvii) any acquisition fail to maintain its existence or, without prior notice to the Parent, acquire (including, without limitation, by merger, consolidation, or acquisition of stock or assets or otherwiseany other business combination) the business, properties or assets, including Equity Securities of another Person; (viii) propose, adopt or effect any plan of complete or partial liquidation, dissolution, recapitalization or reorganization, or voluntarily subject to any material Lien, any of the material rights or material assets owned by, or leased or licensed to, SPAC except for (x) Permitted Liens, (y) Liens under existing credit facilities and (z) as required or contemplated by this Agreement; (ix) amend the Trust Agreement or any other agreement related to the Trust Account, except in connection with the extension of the date by which SPAC must consummate an initial business combination; (x) except to the extent required by applicable Law, make any material election relating to Taxes (subject to changes in applicable Law), fail to timely file (taking into account valid extensions) any material Tax Return required to be filed, fail to pay any material amount of Tax as it becomes due or settle or compromise any material U.S. federal, state, local or non-U.S. income Tax Liability, except in the Ordinary Course of Business; (xi) except as set forth on Section 6.3 of the SPAC Disclosure Letter or as included as a SPAC Transaction Expense, incur any Liability, in connection with this Agreement or the Ancillary Agreements, or the transactions contemplated hereby or thereby, that would result in the obligation of any Target Company or SPAC to pay any investment banker fee, finder’s fee, brokerage or agent’s commissions or other similar payments or reimburse expenses of any of the foregoing; (xii) (A) increase in any manner the compensation, bonus, severance or termination pay of any of the current or former directors, officers, employees or individual consultants of SPAC, (B) become a party to, establish, amend, commence participation in, or terminate any share option plan or other share-based compensation plan, or any SPAC Employee Benefit Plan with or for the benefit of any current or former directors, officers, employees or individual consultants of SPAC, (C) accelerate the vesting of or lapsing of restrictions with respect to any share-based compensation or other long-term incentive compensation under any SPAC Employee Benefit Plan, (D) grant any new awards under any SPAC Employee Benefit Plan, (E) amend or modify any outstanding award under any SPAC Employee Benefit Plan, (F) enter into, amend or terminate any collective bargaining agreement or other agreement with a labor union, works council or similar organization respecting employees of SPAC, (G) forgive any loans, or issue any loans to any directors, officers, contractors or employees without prior agreement of the Parent, or (H) hire or engage any new employee or consultant or terminate the employment or engagement, other than for cause, of any employee or consultant; or (xiii) agree or commit to do any of the foregoing. (c) Nothing contained in this Agreement shall be deemed to give SPAC, directly or indirectly, the right to control or direct the Parent or any operations of any assetsTarget Company prior to the Closing. Prior to the Closing, securitiesthe Target Companies shall exercise, properties, interests or businesses, other than (i) in the ordinary course of business of such ALICO Entities in a manner that is consistent with past practicethe terms and conditions of this Agreement, including control over their respective businesses and operations. (1d) Nothing contained in this Agreement shall be deemed to give the managing of Parent or Target, directly or indirectly, the investment assets in the ordinary course of business by ALICO right to control or direct SPAC or any operations of SPAC prior to the Insurance Subsidiaries,Closing. Prior to the Closing, SPAC shall exercise, consistent with the terms and conditions of this Agreement, control over their respective businesses and operations.

Interim Operating Covenants. From the Signing Date until the Closing, except (i) as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department and (iii) as set forth on Section 3.4 of the Disclosure Letter, Seller Parent shall, and shall cause the ALICO AIA Entities to, , (A) comply with the covenants set forth in Articles 5 and 6 of the Credit Agreement (in the case of the ALICO AIA Entities, to the extent already applicable pursuant to the terms thereof) and (B) except as expressly contemplated by this Agreement, in connection with the Restructuring and for regulatory restrictions and events arising out of the financial events concerning Seller Parent as announced by Seller Parent on September 16, 2008, conduct its business in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve its present business organization, maintain in effect all of its Permits, keep available the services of its directors, officers and key employees, maintain satisfactory relationships with its customers, agents, bancassurance partners, reinsurers, lenders, suppliers and others having material business relationships with it, and manage its working capital in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, from the Signing Date until the Closing, except: (i) as expressly contemplated by this Agreement or any of the other Transaction Documents, (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department, (iii) as set forth on Section 3.4 of the Disclosure Letter, (iv) in connection with the Restructuring or (v) as a result of any agreement between Buyer and SellerParent, Seller Parent shall not, except as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), permit any ALICO AIA Entity to take any of the following actions: (a) any amendment of its articles of incorporation, bylaws or other similar organizational documents (whether by merger, consolidation or otherwise) in any materially adverse respect; (b) any splitting, combination or reclassification of any Equity Interest or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Equity Interest, or redemption, repurchase or other acquisition or offer to redeem, repurchase, or otherwise acquire any Equity Interest, except for dividends and distributions by any of ALICOAIA’s subsidiaries or by any of PhilAm’s subsidiaries on a pro rata basis to the equity owners thereof which shall be permitted; (c) (i) any issuance, delivery or sale, or authorization of the issuance, delivery or sale of, any Equity Interests or (ii) amendment of any term of any Equity Interests (in each case, whether by merger, consolidation or otherwise); (d) any acquisition (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, of any assets, securities, properties, interests or businesses, other than (i) in the ordinary course of business of such ALICO AIA Entities in a manner that is consistent with past practice, including (1) the managing of the investment assets in the ordinary course of business by ALICO AIA, PhilAm or any of the Insurance SubsidiariesRegulated Subsidiaries and (2) AIA, PhilAm or any of the Regulated Subsidiaries effecting treasury and cash management functions conducted in the ordinary course of business, and (3) ordinary course reinsurance and co-insurance arrangements, (ii) any transaction among members of the AIA PhilAm Group, (iii) investments set forth in the Capital Expenditure Budget, (iv) Securities Lending Management, and (v) acquisitions with a purchase price (including any related assumed Indebtedness) that does not exceed $25 million individually or $50 million in the aggregate; (e) any sale, lease or other transfer, or creation or incurrence of any lien (other than Permitted Liens) (“Dispositions”) on, any assets, securities, properties, interests or businesses, other than (i) in the ordinary course of business in a manner that is consistent with past practice, including (1) the managing of the investment assets in the ordinary course of business by AIA, PhilAm or any of the Regulated Subsidiaries and (2) AIA, PhilAm or any of the Regulated Subsidiaries effecting treasury and cash management functions conducted in the ordinary course of business, and (3) ordinary course reinsurance and co-insurance arrangements, (ii) any transaction among members of the AIA PhilAm Group, (iii) Securities Lending Management, and (iv) Dispositions of assets, securities, properties, interests or businesses with a sale price (including any related assumed Indebtedness) that does not exceed $25 million individually or $50 million in the aggregate, (f) the creation, incurrence or assumption of any Indebtedness for borrowed money or guarantees thereof having an aggregate principal amount (together with all other Indebtedness of the AIA Entities) outstanding at any time greater than $500 million; provided, however, that (A) any refinancing (including any extension, renewal or exchange) of existing Indebtedness shall be permitted, so long as the principal amount of the existing Indebtedness being refinanced is equal to or more than the amount of any such new Indebtedness being incurred without regard to any unpaid accrued interest and premium thereon plus other reasonable fees incurred in connection with such refinancing, (B) loans or borrowing by members of the AIA PhilAm Group under currently available lines of credit shall be permitted, (C) intercompany loans, guarantees or advances made among members of the AIA PhilAm Group shall be permitted, (D) Securities Lending Management shall be permitted, and (E) other Indebtedness incurred or assumed in connection with the transactions permitted pursuant to any of Sections 3.4(d)(i)(1), (d)(i)(2), (d)(iii) or (d)(v) or Sections 3.4(e)(i)(1) or (e)(i)(2) shall be permitted; (g) (i) the grant or increase of any material severance or termination pay to (or amendment of any existing arrangement with) any current or former director, officer or employee other than in the ordinary course of business, as currently conducted, (ii) any material increase in benefits payable under any existing severance or termination pay policies, or employment agreements other than in the ordinary course of business, as currently conducted, (iii) the entering into of any material employment, deferred compensation or other similar agreement (or amendment of any such existing agreement) with any current or former director, officer or employee other than in the ordinary course of business, as currently conducted, (iv) the establishment, adoption or amendment of any material collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any current or former director, officer or employee other than in the ordinary course of business, as currently conducted or (v) any material increase in compensation, bonus or other benefits payable to any current or former director, officer or employee other than in the ordinary course of business, as currently conducted; provided, however, that Parent shall be permitted to transfer to one or more AIA Entities the employees described on Section 3.4(g) of the Disclosure Letter whose services primarily relate to the businesses of the AIA Entities, to the extent those transfers have not occurred prior to the Signing Date; (h) any material change in the methods of accounting, except as required by concurrent changes in GAAP, IFRS or SAP or applicable Law as agreed to by Parent’s independent public accountants; (i) any settlement or proposal to settle (i) any material litigation, investigation, arbitration, proceeding or other claim against or adversely affecting any AIA Entity, other than with respect to (A) claims under insurance policies within policy limits or (B) claims for a cash payment by an AIA Entity not in excess of $10 million, or (ii) any litigation, arbitration, proceeding or dispute involving, against or adversely affecting any AIA Entity that relates to any of the transactions contemplated by any of the Transaction Documents; (j) to the extent any of the following would materially and adversely affect the Company and any Material Subsidiary (as defined in the LLC Agreement but as of the Signing Date), the making or changing of any Tax election, the changing of any annual Tax accounting period, or adoption of or change to any method of Tax accounting, the filing of any amended Tax return, the entering into of any closing agreement, the settlement of any Tax claim or assessment, or the surrender of any right to claim a Tax refund, offset or other reduction in Tax liability; (k) the entering into of any Tax Sharing Agreement; or (l) any agreement, resolution or commitment to do any of the foregoing.

Interim Operating Covenants. (a) From the Signing Effective Date until the Closing, except earlier of: (i1) as consented to by Buyer (the date this Agreement is terminated in accordance with Article XI and (2) the procedures Closing Date (such period, the “Pre-Closing Period”), unless SPAC shall otherwise give prior consent (which consent shall not be unreasonably withheld, conditioned or delayed) in writing and except (x) as specifically contemplated or permitted by this Agreement or the Ancillary Agreements, or (y) other than in respect of the restrictions set forth in Section 3.5subclauses (i), (iiiii), (iv), (v), (x) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department and (iii) as set forth on Section 3.4 of the Disclosure Letter, Seller shall, and shall cause the ALICO Entities to, (A) comply with the covenants set forth in Articles 5 and 6 of the Credit Agreement (in the case of the ALICO Entitiesxiv), to the extent already applicable pursuant that any action is taken or omitted to be taken in response to or related to the terms thereofactual or anticipated effect on any of the Target’s businesses of COVID-19 or any COVID-19 Measures, in each case with respect to this clause (z) and (B) except as expressly contemplated by this Agreement, in connection with or in response to COVID-19, the Restructuring Target’s conduct and for regulatory restrictions and events arising out of the financial events concerning Seller as announced by Seller on September 16, 2008, conduct its operate their business in all material respects in the ordinary course consistent with past practice Ordinary Course of Business and use commercially reasonable efforts to preserve its present business organization, maintain in effect all of its Permits, keep available the services of its directors, officers and key employees, maintain satisfactory their existing relationships with its material customers, agents, bancassurance partners, reinsurers, lenders, suppliers and others having material business relationships with itdistributors, and manage its working capital in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, from the Signing Date until the Closing, except: Target shall not: (i) as expressly contemplated by this Agreement amend or otherwise modify any of the other Transaction Documentsits Governing Documents in any manner that would be adverse to SPAC, except as otherwise required by Law; (ii) make any changes to the extent required its accounting policies, methods or prohibited by practices, other than as permitted under IFRS or applicable Law or by any regulatory requirement, directive or order of any Department, Law; (iii) as set forth on Section 3.4 sell, issue, redeem, assign, transfer, pledge (other than in connection with existing credit facilities), convey or otherwise dispose of (x) any Equity Securities of the Disclosure LetterTarget, (y) any options, warrants, rights of conversion or other rights or agreements, arrangements or commitments obligating the Target to issue, deliver or sell any Equity Securities of Target; (iv) declare, make or pay any dividend, other distribution or return of capital (other than wholly in connection with cash) to any equityholder as of the Restructuring or date hereof of the Target; (v) as a result adjust, split, combine or reclassify any of its Equity Securities (except for any agreement between Buyer and Seller, Seller shall not, except as consented to by Buyer (conversion of shares into deferred shares in accordance with the procedures set forth in Section 3.5provisions of its Governing Documents), permit any ALICO Entity to take any of the following actions:; (avi) any amendment of its articles of incorporation(x) incur, bylaws assume, guarantee or other similar organizational documents otherwise become liable for (whether by mergerdirectly, consolidation contingently or otherwise) any Indebtedness (other than (A) additional Indebtedness under existing credit facilities or lines of credit, (B) capital leases entered into in the Ordinary Course of Business, and (C) other Indebtedness not to exceed $250,000 in the aggregate), (y) make any advances or capital contributions to, or investments in, any Person, other than the Target or in the Ordinary Course of Business, or (z) amend or modify in any materially adverse respectmaterial respect any Indebtedness; (bvii) commit to, authorize or enter into any splitting, combination or reclassification of any Equity Interest or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) agreement in respect of, any capital expenditure (or series of any Equity Interestcommitments or capital expenditures), or redemption, repurchase or other acquisition or offer than capital expenditures in an amount not to redeem, repurchase, or otherwise acquire any Equity Interest, except for dividends and distributions by any of ALICO’s subsidiaries on a pro rata basis to the equity owners thereof which shall be permittedexceed $1,000,000; (cviii) enter into any material amendment or termination (iother than an expiration in accordance with the terms thereof) any issuance, delivery or saleof, or authorization of the issuance, delivery or sale ofwaive compliance with, any Equity Interests or (ii) amendment of any material term of any Material Contract or enter into any Contract that if entered into prior to the Effective Date would be a Material Contract, in each case other than in the Ordinary Course of Business and solely to the extent such amendment, termination or waiver would not materially and adversely impact the Target; (ix) other than inventory and other assets acquired in the Ordinary Course of Business, acquire the business, properties or assets, including Equity Interests (Securities of another Person, except, in each case, for acquisitions whose consideration in an aggregate amount (for all such acquisitions) is not greater than $750,000 and the consideration for which is payable only in cash, so long as, based upon the advice of the Target’s accountants, such acquisition, individually or in the aggregate, would not require any additional disclosure pursuant to the rules and regulations adopted by PCAOB (whether by through merger, consolidation consolidation, share exchange, business combination or otherwise); (dx) propose, adopt or effect any acquisition plan of complete or partial liquidation, dissolution, recapitalization or reorganization, or voluntarily subject to any material Lien, any of the material rights or material assets owned by, or leased or licensed to, the Target; (xi) compromise, commence or settle any pending or threatened Proceeding (w) involving payments (exclusive of attorney’s fees) by mergerthe Target not covered by insurance in excess of $75,000 in any single instance or in excess of $250,000 in the aggregate, consolidation(x) granting injunctive or other equitable remedy against the Target, acquisition (y) which imposes any material restrictions on the operations of stock businesses of the Target, taken as a whole or assets (z) by the equityholders of the Target or otherwise)any other Person which relates to the transactions contemplated by this Agreement; (xii) except as required under applicable Law, directly the terms of any Target Employee Benefit Plan existing as of the date hereof with SPAC’s prior agreement (A) increase in any manner the compensation, bonus, severance or indirectlytermination pay of any of the current or former directors, officers, employees or individual consultants of the Target, (B) become a party to, establish, amend, commence participation in, or terminate any share option plan or other share-based compensation plan, or any Target Employee Benefit Plan with or for the benefit of any current or former directors, officers, employees or individual consultants of the Target, (C) accelerate the vesting of or lapsing of restrictions with respect to any share-based compensation or other long-term incentive compensation under any Target Employee Benefit Plan, (D) grant any new awards under any Target Employee Benefit Plan, (E) amend or modify any outstanding award under any Target Employee Benefit Plan, (F) enter into, amend or terminate any collective bargaining agreement or other agreement with a labor union, works council or similar organization respecting employees of the Target, (G) forgive any loans, or issue any loans to any directors, officers, contractors or employees without prior agreement of SPAC, or (H) hire or engage any new employee or consultant or terminate the employment or engagement, other than for cause, of any assetsemployee or consultant if such new employee or consultant will receive, securitiesor does receive, propertiesannual base compensation (or annual base wages or fees) in excess of $200,000; (xiii) (A) sell, interests lease, assign, transfer, convey, license, sublicense, covenant not to assert, permit to lapse, abandon, allow to lapse, or businessesotherwise dispose of, create, grant or issue any Liens (other than Permitted Liens), debentures or other securities in or on, any material rights or assets owned by, or leased or licensed to, the Target, other than (iw) inventory or products in the ordinary course Ordinary Course of business Business, or (x) assets with an aggregate fair market value less than $500,000; or (B) subject any Owned Intellectual Property to Copyleft Terms; (xiv) disclose any Trade Secrets and any other material confidential information of the Target to any Person other than the Parent; (xv) fail to take any action required to maintain any material insurance policies of the Target in force (other than (A) substitution of an insurance policy by an insurance policy with a substantially similar coverage or (B) with respect to any policy that covers any asset or matter that has been disposed or is no longer subsisting or application), or knowingly take or omit to take any action that could reasonably result in any such ALICO Entities insurance policy being void or voidable (other than (1) substitution of an insurance policy by an insurance policy with a substantially similar coverage, (2) with respect to any policy that covers any asset or matter that has been disposed or is no longer subsisting or application, or (3) actions in the Ordinary Course of Business; (xvi) except to the extent required by applicable Law, (A) make, change or revoke any material election relating to Taxes (subject to changes in applicable Law), (B) enter into any agreement, settlement or compromise with any Taxing Authority relating to a manner material amount of Taxes, (C) consent to any extension or waiver of the statutory period of limitations applicable to any material Tax matter, (D) file any amended material Tax Return, (E) fail to timely file (taking into account valid extensions) any material Tax Return required to be filed, (F) fail to pay any material amount of Tax as it becomes due, (G) enter into any Tax Sharing Agreement (other than an Ordinary Course Tax Sharing Agreement), or (H) surrender any right to claim any refund of a material amount of Taxes; (xvii) except as included as a Parent Transaction Expense, incur any Liability, in connection with this Agreement or the Ancillary Agreements, or the transactions contemplated hereby or thereby, that is consistent with past practicewould result in the obligation of the Parent, including the Target or SPAC to pay any investment banker fee, finder’s fee, brokerage or agent’s commissions or other similar payments or reimburse expenses of any of the foregoing; or (xviii) agree or commit to do any of the foregoing. (b) From the Effective Date until the earlier of: (1) the managing of date this Agreement is terminated in accordance with Article XI and (2) the investment assets in Closing Date, unless the ordinary course of business by ALICO or any of the Insurance Subsidiaries,Target shall otherwise give prior consent (which consent shall not be unreasonably withheld, conditioned or

Interim Operating Covenants. (a) From the Signing Effective Date until the Closing, except earlier of: (i1) as consented to by Buyer (the date this Agreement is terminated in accordance with Article XI and (2) the procedures Closing Date (such period, the “Pre-Closing Period”), unless SPAC shall otherwise give prior consent (which consent shall not be unreasonably withheld, conditioned or delayed) in writing and except (x) as specifically contemplated or permitted by this Agreement or the Ancillary Agreements, or (y) other than in respect of the restrictions set forth in Section 3.5subclauses (i), (iiiii), (iv), (v), (x) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department and (iii) as set forth on Section 3.4 of the Disclosure Letter, Seller shall, and shall cause the ALICO Entities to, (A) comply with the covenants set forth in Articles 5 and 6 of the Credit Agreement (in the case of the ALICO Entitiesxiv), to the extent already applicable pursuant that any action is taken or omitted to be taken in response to or related to the terms thereofactual or anticipated effect on any of the Target’s businesses of COVID-19 or any COVID-19 Measures in each case with respect to this clause (y) and (B) except as expressly contemplated by this Agreement, in connection with or in response to COVID-19, or (z) actions taken with respect to the Restructuring Excluded Assets, the Target Companies shall conduct and for regulatory restrictions and events arising out of the financial events concerning Seller as announced by Seller on September 16, 2008, conduct its operate their business in all material respects in the ordinary course consistent with past practice Ordinary Course of Business and use commercially reasonable efforts to preserve its present business organization, maintain in effect all of its Permits, keep available the services of its directors, officers and key employees, maintain satisfactory their existing relationships with its material customers, agents, bancassurance partners, reinsurers, lenders, suppliers and others having material business relationships with itdistributors, and manage its working capital in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, from the Signing Date until the Closing, except: no Target Company shall: (i) as expressly contemplated by this Agreement amend or otherwise modify any of the other Transaction Documentsits Governing Documents in any manner that would be adverse to SPAC, except as otherwise required by Law; (ii) make any changes to the extent required its accounting policies, methods or prohibited by practices, other than as permitted under IFRS or applicable Law or by any regulatory requirement, directive or order of any Department, Law; (iii) as set forth on Section 3.4 sell, issue, redeem, assign, transfer, pledge (other than in connection with existing credit facilities), convey or otherwise dispose of the Disclosure Letter(x) any Equity Securities, (y) any options, warrants, rights of conversion or other rights or agreements, arrangements or commitments obligating any Target Company to issue, deliver or sell any Equity Securities of any Target Company; (iv) declare, make or pay any dividend, other distribution or return of capital (other than wholly in connection with cash) to any equityholder as of the Restructuring or date hereof of any Target Company; (v) as a result adjust, split, consolidate or reclassify any of its Equity Securities (except for any agreement between Buyer and Seller, Seller shall not, except as consented to by Buyer (conversion of shares into deferred shares in accordance with the procedures set forth in Section 3.5provisions of its Governing Documents), permit any ALICO Entity to take any of the following actions:; (avi) any amendment of its articles of incorporation(x) incur, bylaws assume, guarantee or other similar organizational documents otherwise become liable for (whether by mergerdirectly, consolidation contingently or otherwise) any Indebtedness (other than (A) additional Indebtedness under existing credit facilities or lines of credit, (B) capital leases entered into in the Ordinary Course of Business, and (C) other Indebtedness not to exceed $250,000 in the aggregate), (y) make any advances or capital contributions to, or investments in, any Person, other than the Target or in the Ordinary Course of Business, or (z) amend or modify in any materially adverse respectmaterial respect any Indebtedness; (bvii) commit to, authorize or enter into any splitting, combination or reclassification of any Equity Interest or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) agreement in respect of, any capital expenditure (or series of any Equity Interestcommitments or capital expenditures), or redemption, repurchase or other acquisition or offer than capital expenditures in an amount not to redeem, repurchase, or otherwise acquire any Equity Interest, except for dividends and distributions by any of ALICO’s subsidiaries on a pro rata basis to the equity owners thereof which shall be permittedexceed $1,000,000; (cviii) enter into any material amendment or termination (iother than an expiration in accordance with the terms thereof) any issuance, delivery or saleof, or authorization of the issuance, delivery or sale ofwaive compliance with, any Equity Interests or (ii) amendment of any material term of any Material Contract or enter into any Contract that if entered into prior to the Effective Date would be a Material Contract, in each case other than in the Ordinary Course of Business and solely to the extent such amendment, termination or waiver would not materially and adversely impact any Target Company; (ix) other than inventory and other assets acquired in the Ordinary Course of Business, acquire the business, properties or assets, including Equity Interests (Securities of another Person, except, in each case, for acquisitions whose consideration in an aggregate amount (for all such acquisitions) is not greater than $750,000 and the consideration for which is payable only in cash, so long as, based upon the advice of the Target’s accountants, such acquisition, individually or in the aggregate, would not require any additional disclosure pursuant to the rules and regulations adopted by PCAOB (whether by through merger, consolidation consolidation, share exchange, business combination or otherwise); (dx) propose, adopt or effect any acquisition plan of complete or partial liquidation, dissolution, recapitalization or reorganization, or voluntarily subject to any material Lien, any of the material rights or material assets owned by, or leased or licensed to, any Target Company; (xi) compromise, commence or settle any pending or threatened Proceeding (w) involving payments (exclusive of attorney’s fees) by mergerany Target Company not covered by insurance in excess of $75,000 in any single instance or in excess of $250,000 in the aggregate, consolidation(x) granting injunctive or other equitable remedy against any Target Company, acquisition (y) which imposes any material restrictions on the operations of stock businesses of any Target Company, taken as a whole or assets (z) by the equityholders of any Target Company or otherwise)any other Person which relates to the transactions contemplated by this Agreement; (xii) except as required under applicable Law, directly the terms of any Target Company Employee Benefit Plan existing as of the date hereof with SPAC’s prior agreement (A) increase in any manner the compensation, bonus, severance or indirectlytermination pay of any of the current or former directors, officers, employees or individual consultants of any Target Company, (B) become a party to, establish, amend, commence participation in, or terminate any share option plan or other share-based compensation plan, or any Target Company Employee Benefit Plan with or for the benefit of any current or former directors, officers, employees or individual consultants of any Target Company, (C) accelerate the vesting of or lapsing of restrictions with respect to any share-based compensation or other long-term incentive compensation under any Target Company Employee Benefit Plan, (D) grant any new awards under any Target Company Employee Benefit Plan, (E) amend or modify any outstanding award under any Target Company Employee Benefit Plan, (F) enter into, amend or terminate any collective bargaining agreement or other agreement with a labor union, works council or similar organization respecting employees of any Target Company, (G) forgive any loans, or issue any loans to any directors, officers, contractors or employees without prior agreement of SPAC, or (H) hire or engage any new employee or consultant or terminate the employment or engagement, other than for cause, of any assetsemployee or consultant if such new employee or consultant will receive, securitiesor does receive, propertiesannual base compensation (or annual base wages or fees) in excess of $200,000; (xiii) (A) sell, interests lease, assign, transfer, convey, license, sublicense, covenant not to assert, permit to lapse, abandon, allow to lapse, or businessesotherwise dispose of, create, grant or issue any Liens (other than Permitted Liens), debentures or other securities in or on, any material rights or assets owned by, or leased or licensed to, any Target Company, other than (iw) inventory or products in the ordinary course Ordinary Course of business Business, or (x) assets with an aggregate fair market value less than $500,000; or (B) subject any Owned Intellectual Property to Copyleft Terms; (xiv) disclose any Trade Secrets and any other material confidential information of any Target Company to any Person other than the Parent; (xv) fail to take any action required to maintain any material insurance policies of any Target Company in force (other than (A) substitution of an insurance policy by an insurance policy with a substantially similar coverage or (B) with respect to any policy that covers any asset or matter that has been disposed or is no longer subsisting or application), or knowingly take or omit to take any action that could reasonably result in any such ALICO Entities in a manner that is consistent with past practice, including insurance policy being void or voidable (other than (1) the managing substitution of the investment assets an insurance policy by an insurance policy with a substantially similar coverage, (2) with respect to any policy that covers any asset or matter that has been disposed or is no longer subsisting or application, or (3) actions in the ordinary course Ordinary Course of business Business; (xvi) except to the extent required by ALICO applicable Law, (A) make, change or revoke any of the Insurance Subsidiariesmaterial election relating to Taxes (subject to changes in applicable Law),

Interim Operating Covenants. From the Signing Date until the Closing, except Except as (ix) as consented to or approved by Buyer (the Purchaser in accordance with the procedures set forth in Section 3.5)writing, (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department and (iiiy) as set forth on Section 3.4 of the Disclosure Letter, Seller shall, and shall cause the ALICO Entities to, Schedule 10.4(a) or (Az) comply with the covenants set forth in Articles 5 and 6 of the Credit Agreement (in the case of the ALICO Entities, to the extent already applicable pursuant to the terms thereof) and (B) except as required or otherwise expressly contemplated permitted by this Agreement, from the date hereof until the Closing, the Sellers (i) shall not take any action that would be reasonably likely to cause the Sellers' representations and warranties herein to be untrue in connection with any material respect, (ii) shall conduct the Restructuring and for regulatory restrictions and events arising out of the financial events concerning Seller as announced by Seller on September 16, 2008, conduct its business Businesses only in the ordinary course consistent with past practice and Ordinary Course of Business, (iii) shall use commercially their reasonable best efforts to preserve its intact the present business organization, maintain in effect all organization of its Permitsthe Businesses, keep available the services of its directors, officers the Businesses' present management and key employees, maintain satisfactory employees and preserve their relationships with its clients, suppliers, customers, agents, bancassurance partners, reinsurers, lenders, suppliers lenders and others having material business relationships dealings with itthem (including, and manage its working capital in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, from the Signing Date until the Closing, except: (i) as expressly contemplated by this Agreement or any of the other Transaction Documents, (ii) to the extent required or prohibited by applicable Law or by any regulatory requirementconsistent with the provisions of this Agreement, directive or order of any Department, (iii) as set forth on Section 3.4 of the Disclosure Lettertheir respective Affiliates), (iv) in connection with shall use their reasonable best efforts to maintain the Restructuring or (v) as a result of any agreement between Buyer and Seller, Seller shall not, except as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), permit any ALICO Entity to take any of the following actions: (a) any amendment of its articles of incorporation, bylaws or other similar organizational documents (whether by merger, consolidation or otherwise) in any materially adverse respect; (b) any splitting, combination or reclassification of any Equity Interest or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Equity Interest, or redemption, repurchase or other acquisition or offer to redeem, repurchase, or otherwise acquire any Equity Interest, except for dividends and distributions by any of ALICO’s subsidiaries on a pro rata basis to the equity owners thereof which shall be permitted; (c) (i) any issuance, delivery or sale, or authorization of the issuance, delivery or sale of, any Equity Interests or (ii) amendment of any term of any Equity Interests (in each case, whether by merger, consolidation or otherwise); (d) any acquisition (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, of any assets, securities, properties, interests or businesses, other than (i) Purchased Assets in the ordinary course Ordinary Course of business of such ALICO Entities in a manner that is Business consistent with past practice, including reasonable wear and tear excepted, and (1v) shall not take or permit (to the managing extent within the Sellers' control) any action that could reasonably be expected to result in (A) a Material Adverse Change in respect of the investment assets Businesses or the Purchased Assets or, which could reasonably be expected to result in the ordinary course commencement of business by ALICO any involuntary case under the Bankruptcy Code, or the occurrence of any Bankruptcy Action, involving any Seller or any of their respective Subsidiaries, or (B) which could reasonably be expected to result in the Insurance Subsidiaries,failure of any of the conditions set forth in Article VIII to be satisfied. Without limiting the foregoing, except as contemplated by this Agreement, including Schedule 10.4(a), the Sellers shall not, and shall cause their respective Subsidiaries and Affiliates not to, without the prior written consent of the Purchaser: (i) permit or allow any of the assets that will be Purchased Assets to be subjected to any Encumbrance, except for (x) Permitted Encumbrances, (y) the Bank Debt and (z) Encumbrances that are part of the Assumed Liabilities as of the date of this Agreement; (ii) sell, transfer, license, lease or otherwise dispose of or agree to dispose of (including by the granting of an option, conditional sale agreement or otherwise), or acquire or agree to acquire, any assets that would be Purchased Assets except in the Ordinary Course of Business and then only to the extent such assets have a value, individually or in the aggregate, not in excess of $50,000, or sell, transfer, license, lease or otherwise dispose of or agree to dispose of any Servicing Rights; (iii) amend or modify their charter, bylaws or partnership agreement, as the case may be, if such amendment or modification would have an adverse affect on the Businesses, the Purchased Assets or this Agreement and the transactions contemplated hereby; (iv) except as required by any Contract or applicable Law, grant any increase or implement any decrease in the compensation of Employees of the Businesses (including any such increase pursuant to any bonus, pension, profit-sharing or other plan