Common use of Interim Operations Clause in Contracts

Interim Operations. Pursuant to the Merger Agreement, the Company has agreed that, except as expressly contemplated by the Merger Agreement or agreed to in writing by Parent, prior to the time the directors of the Parent constitute a majority of the Company Board, the Company shall, and shall cause each of its Subsidiaries 22 to, (a) conduct its operations in all material respects according to their ordinary and usual course of business in substantially the same manner as conducted prior to the date of the Merger Agreement; (b) use reasonable best efforts to preserve intact its business organization in all material respects, keep available the services of its executive officers and key employees as a group, subject to changes in the ordinary course, and maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with them; (c) confer at such times as Parent may reasonably request with one or more representatives of Parent to report material operational matters and the general status of ongoing operations (in each case to the extent Parent reasonably requires such information) and consult with Parent regarding material operational decisions; (d) promptly notify Parent of any emergency or other change in the normal course of its businesses or in the operation of its properties and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any governmental body or authority; (e) not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock; (f) not, except as otherwise contemplated by the Merger Agreement or as may be required by applicable law, enter into or amend any employment, severance or similar agreements or arrangements with any of their directors or executive officers; (g) not, subject to the provisions described below under the heading "No Solicitation," authorize, announce an intention to authorize, or enter into an agreement with respect to, any merger, consolidation or business combination other than the Merger, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment of any material contract rights, in each case, not in the ordinary course of business; (h) not propose or adopt any amendments to its corporate charter or by-laws, except pursuant to the Merger as provided in the Merger Agreement; (i) not issue any shares of capital stock, except upon exercise of options previously issued pursuant to existing employee plans, programs or arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing on the date of the Merger Agreement, to acquire any shares of its capital stock; (k) not purchase, redeem, or offer to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with the terms of the Merger Agreement, or purchases, redemptions and offers to purchase in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date of the Merger Agreement; (l) not, except as contemplated by the Merger Agreement or as may be required by applicable law, amend in any material respect the terms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by law or the provisions of such benefit plan); (m) not (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunder, (ii) make or enter into any agreement or contract for capital expenditures in excess of $50,000, (iii) enter into any lease for real property in excess of $50,000 or any lease for personal property in excess of $20,000, or (iv) enter into any agreement or contract outside of the ordinary course of business of the Company or any of the Company's subsidiaries that involves performance of services or delivery of goods or materials by or to the Company or any of the Company's subsidiaries of an amount or value in excess of $50,000; (n) not make or change any material Tax election, file any amendment to any federal income Tax Return unless required by law, enter into any closing agreement, or settle or compromise any material Tax liability; (o) not adjust, split, combine or reclassify its capital stock; (p) not enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock; (q) not create any new subsidiaries; (r) except as required by the Merger Agreement, not take any action which could reasonably be expected to adversely affect or delay the ability of any of the parties to obtain any approval of any governmental or regulatory body required to consummate the transactions contemplated thereby; (s) not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than in the ordinary course of business; (t) not enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, methods or procedures except as required by GAAP; (v) except as may 23

Interim Operations. Pursuant to the Merger Agreement, the Company has agreed that, except as expressly contemplated by the Merger Agreement or agreed to in writing by Parent, prior to the time the directors of the Parent constitute a majority of the Company Board, the (a) The Company shall, and shall cause each of its Subsidiaries 22 to, from and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX (a) conduct its operations unless Parent shall otherwise approve in all material respects according writing (such approval not to their ordinary be unreasonably withheld, conditioned or delayed), and usual course of business except as otherwise expressly required by this Agreement or as required by a Governmental Entity or applicable Law and any Material Contract in substantially the same manner as conducted effect prior to the date of this Agreement), conduct its business in the Merger Agreement; (b) Ordinary Course of Business and, to the extent consistent therewith, shall use and cause each of its Subsidiaries to use their respective commercially reasonable best efforts to preserve intact maintain its business organization in all material respectsand its Subsidiaries’ relations and goodwill with Governmental Entities, keep available the services of its executive officers and key employees as a groupcustomers, subject to changes in the ordinary coursesuppliers, and maintain satisfactory relationships with supplierslicensors, licensees, distributors, customers creditors, lessors, employees, agents and others having business relationships with themassociates; (c) confer at such times as Parent may reasonably request with one provided that, during any period of full or more representatives partial suspension of Parent operations in response to report material operational matters and the general status of ongoing operations (in each case to the extent Parent reasonably requires such information) and consult with Parent regarding material operational decisions; (d) promptly notify Parent of any emergency or other change in the normal course of its businesses or in the operation of its properties and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any governmental body or authority; (e) not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock; (f) not, except as otherwise contemplated by the Merger Agreement or as may be required by applicable law, enter into or amend any employment, severance or similar agreements or arrangements with any of their directors or executive officers; (g) not, subject to the provisions described below under the heading "No Solicitation," authorize, announce an intention to authorize, or enter into an agreement with respect to, any merger, consolidation or business combination other than the Merger, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities COVID-19 or any release or relinquishment of any material contract rightsCOVID-19 Measures, in each case, not in the ordinary course of business; (h) not propose or adopt any amendments to its corporate charter or by-laws, except pursuant to the Merger as provided in the Merger Agreement; (i) not issue any shares of capital stock, except upon exercise of options previously issued pursuant to existing employee plans, programs or arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing on the date of the Merger Agreement, to acquire any shares of its capital stock; (k) not purchase, redeem, or offer to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with the terms of the Merger Agreement, or purchases, redemptions and offers to purchase in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date of the Merger Agreement; (l) not, except as contemplated by the Merger Agreement or as may be required by applicable law, amend in any material respect the terms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by law or the provisions of such benefit plan); (m) not (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunder, (ii) make or enter into any agreement or contract for capital expenditures in excess of $50,000, (iii) enter into any lease for real property in excess of $50,000 or any lease for personal property in excess of $20,000, or (iv) enter into any agreement or contract outside of the ordinary course of business of the Company or any of its Subsidiaries may, in response to COVID-19 or any COVID-19 Measures, take such actions as are reasonably necessary (x) to protect the health and safety of the Company's subsidiaries that involves performance of services ’s or delivery of goods or materials by or to its Subsidiaries’ employees and other individuals having business dealings with the Company or any of its Subsidiaries or (y) to respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19 Measures, in each case of clause (x) and (y), subject to reasonable prior consultation with Parent to the Company's subsidiaries extent reasonably practicable. Without limiting the generality of an amount or value and in excess furtherance of $50,000; (n) not make or change any material Tax electionthe foregoing sentence, file any amendment from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to any federal income Tax Return unless Article IX, except as otherwise expressly required by lawthis Agreement, enter into any closing agreement, or settle or compromise any material Tax liability; (o) not adjust, split, combine or reclassify its capital stock; (p) not enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock; (q) not create any new subsidiaries; (r) except as required by a Governmental Entity or applicable Law, as approved in writing by Parent (such approval not to be unreasonably conditioned, withheld or delayed) or set forth in the Merger Agreement, not take any action which could reasonably be expected to adversely affect or delay the ability corresponding subsection of any Section 7.1(a) of the parties to obtain any approval of any governmental or regulatory body required to consummate Company Disclosure Schedule, the transactions contemplated thereby; (s) Company shall not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than in the ordinary course of business; (t) and shall cause its Subsidiaries not enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, methods or procedures except as required by GAAP; (v) except as may 23to:

Interim Operations. Pursuant to (a) From the Merger date of this Agreement through the earlier of the Closing or the termination of this Agreement, the Company has agreed that, except as otherwise expressly contemplated by this Agreement (including, for the Merger Agreement avoidance of doubt, Exhibit A), required by applicable Law, disclosed in Section 5.4 of the Seller Disclosure Schedule or agreed to in writing by Parent, prior with respect to the time the directors of the Parent constitute a majority of the Company BoardRetained Plants, the Company shallRetained Plant Assets, Retained Plant Liabilities, Put Assets and Put Liabilities, and except for commercially reasonable actions taken in response to a business emergency or other unforeseen operational matters (but limited to necessary repairs due to breakdown or casualty and in the reasonable judgment of Seller for no longer than is required by any such emergency or unforeseen matter and with prompt notice thereafter to IPH with respect to such actions taken, and in no event later than 48 hours after the taking of such actions), Seller shall cause AER and each of its Subsidiaries 22 to, to (a1) conduct its operations their respective businesses only in all material respects according to their the ordinary and usual course of business in substantially the same manner as conducted prior to the date of the Merger Agreement; consistent with past practice and (b2) use reasonable best efforts to preserve intact its their respective business organization in all material respectsorganizations and goodwill, keep available the services of its executive their respective present officers and key employees as a group, subject to changes in the ordinary courseemployees, and maintain satisfactory preserve the goodwill and business relationships with customers, suppliers, distributors, customers Governmental Entities and others having business relationships with them; (c) confer at such times as Parent may reasonably request with one . Without limiting the generality of the foregoing, from the date of this Agreement through the earlier of the Closing or more representatives the termination of Parent to report material operational matters and the general status of ongoing operations (in each case to the extent Parent reasonably requires such information) and consult with Parent regarding material operational decisions; (d) promptly notify Parent of any emergency or other change in the normal course of its businesses or in the operation of its properties and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any governmental body or authority; (e) not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock; (f) notthis Agreement, except as otherwise expressly contemplated by this Agreement (including, for the Merger Agreement or as may be avoidance of doubt, Exhibit A), required by applicable lawLaw, enter into or amend any employment, severance or similar agreements or arrangements with any of their directors or executive officers; (g) not, subject to the provisions described below under the heading "No Solicitation," authorize, announce an intention to authorize, or enter into an agreement with respect to, any merger, consolidation or business combination other than the Merger, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment of any material contract rights, disclosed in each case, not in the ordinary course of business; (h) not propose or adopt any amendments to its corporate charter or by-laws, except pursuant to the Merger as provided in the Merger Agreement; (i) not issue any shares of capital stock, except upon exercise of options previously issued pursuant to existing employee plans, programs or arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing on the date Section 5.4 of the Merger Agreement, to acquire any shares of its capital stock; (k) not purchase, redeem, Seller Disclosure Schedule or offer to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with the terms of the Merger Agreement, or purchases, redemptions and offers to purchase in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date of the Merger Agreement; (l) not, except as contemplated by the Merger Agreement or as may be required by applicable law, amend in any material respect the terms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by law or the provisions of such benefit plan); (m) not (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunder, (ii) make or enter into any agreement or contract for capital expenditures in excess of $50,000, (iii) enter into any lease for real property in excess of $50,000 or any lease for personal property in excess of $20,000, or (iv) enter into any agreement or contract outside of the ordinary course of business of the Company or any of the Company's subsidiaries that involves performance of services or delivery of goods or materials by or to the Company or any of the Company's subsidiaries of an amount or value in excess of $50,000; (n) not make or change any material Tax election, file any amendment to any federal income Tax Return unless required by law, enter into any closing agreement, or settle or compromise any material Tax liability; (o) not adjust, split, combine or reclassify its capital stock; (p) not enter into any agreement, understanding or arrangement with respect to the sale Retained Plants, Retained Plant Assets, Retained Plant Liabilities, Put Assets and Put Liabilities, without IPH’s prior written consent (which shall not be unreasonably withheld, conditioned or voting delayed), Seller shall not in respect of AER and each of its capital stock; (q) Subsidiaries, and shall cause AER and each of its Subsidiaries not create any new subsidiaries; (r) except as required by the Merger Agreement, not take any action which could reasonably be expected to adversely affect or delay the ability of any of the parties to obtain any approval of any governmental or regulatory body required to consummate the transactions contemplated thereby; (s) not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than in the ordinary course of business; (t) not enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, methods or procedures except as required by GAAP; (v) except as may 23to:

Interim Operations. Pursuant (a) The Company and Parent, each covenant and agree as to the Merger Agreement, the Company has agreed itself and its Subsidiaries that, except as expressly contemplated by after the Merger date of this Agreement or agreed to in writing by Parent, and prior to the time Effective Time (unless Parent or the directors of Company, as applicable, shall otherwise approve in writing (such approval not to be unreasonably withheld, conditioned or delayed)), its business and its Subsidiaries’ businesses shall be conducted in the Parent constitute a majority of the Company Board, the Company shall, and shall cause each of its Subsidiaries 22 to, (a) conduct its operations in all material respects according to their ordinary and usual course of business in substantially the same manner as conducted prior and, to the date of the Merger Agreement; (b) extent consistent therewith, it and its Subsidiaries shall use their respective commercially reasonable best efforts to preserve their business organizations intact its and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business organization in all material respects, associates and keep available the services of its executive officers and key its Subsidiaries’ present officers, employees as a group, subject to changes in the ordinary course, and maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with them; (c) confer at such times as Parent may reasonably request with one or more representatives of Parent to report material operational matters and the general status of ongoing operations (in each case to the extent Parent reasonably requires such information) and consult with Parent regarding material operational decisions; (d) promptly notify Parent of any emergency or other change in the normal course of its businesses or in the operation of its properties and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any governmental body or authority; (e) not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock; (f) notagents, except as otherwise contemplated by the Merger Agreement or as may be required by applicable law, enter into or amend any employment, severance or similar agreements or arrangements with any of their directors or executive officers; (g) not, subject to the provisions described below under the heading "No Solicitation," authorize, announce an intention to authorize, or enter into an agreement with respect to, any merger, consolidation or business combination other than the Merger, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment of any material contract rights, in each case, not in the ordinary course of business; (h) not propose or adopt any amendments to its corporate charter or by-laws, except pursuant to the Merger as provided in the Merger Agreement; (i) not issue any shares of capital stock, except upon exercise of options previously issued pursuant to existing employee plans, programs otherwise expressly contemplated or arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing on the date of the Merger Agreement, to acquire any shares of its capital stock; (k) not purchase, redeem, or offer to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with the terms of the Merger Agreement, or purchases, redemptions and offers to purchase in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date of the Merger Agreement; (l) not, except as contemplated by the Merger Agreement or as may be required by applicable law, amend in any material respect the terms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger this Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by law or the provisions of such benefit plan); (m) not (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunder, (ii) make required by applicable Law or enter into any agreement or contract for capital expenditures in excess of $50,000, (iii) enter into any lease for real property in excess of $50,000 or any lease for personal property in excess of $20,000, or (ivset forth on Section 6.1(a) enter into any agreement or contract outside of the ordinary course of business of the Company Disclosure Letter, as it relates to the Company and its Subsidiaries, or on Section 6.1(a) of the Parent Disclosure Letter, as it relates to Parent and its Subsidiaries. Without limiting the generality of and in furtherance of the foregoing, from the date of this Agreement until the Effective Time, except as (A) expressly contemplated or required by this Agreement, (B) required by applicable Law, (C) required by any Benefit Plan or collective bargaining agreement, (D) as approved in writing by the Company or Parent (as applicable) (such approval not to be unreasonably withheld, conditioned or delayed, in the case of Parent’s approval, with respect to Section 6.1(a)(iv), (vi), (x), (xi), (xii), (xvi), (xvii), (xiv), (xx) or (xxi), and in the case of the Company's subsidiaries that involves performance ’s approval, with respect to Section 6.1(a)(iv), (vi), (vii), (x), (xi), (xii), (xix), (xx) or (xxi)) or (E) set forth on Section 6.1(a) of services or delivery of goods or materials by or the Company Disclosure Letter, as it relates to the Company and its Subsidiaries, or any on Section 6.1(a) of the Company's subsidiaries of an amount or value in excess of $50,000; (n) Parent Disclosure Letter, as it relates to Parent and its Subsidiaries, each Party, on its own account, will not make or change any material Tax election, file any amendment to any federal income Tax Return unless required by law, enter into any closing agreement, or settle or compromise any material Tax liability; (o) and will cause its Subsidiaries not adjust, split, combine or reclassify its capital stock; (p) not enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock; (q) not create any new subsidiaries; (r) except as required by the Merger Agreement, not take any action which could reasonably be expected to adversely affect or delay the ability of any of the parties to obtain any approval of any governmental or regulatory body required to consummate the transactions contemplated thereby; (s) not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than in the ordinary course of business; (t) not enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, methods or procedures except as required by GAAP; (v) except as may 23to:

Interim Operations. Pursuant (a) The Company covenants and agrees as to itself and its Subsidiaries that, from the date hereof and prior to the Merger AgreementEffective Time (unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, the Company has agreed thatdelayed or conditioned)), except as otherwise expressly contemplated or permitted by the Merger this Agreement or agreed to in writing as required by Parent, prior to the time the directors of the Parent constitute a majority of the Company BoardGovernmental Entity or applicable Laws, the Company shall, business of it and shall cause each of its Subsidiaries 22 to, (a) conduct its operations shall be conducted in all material respects according to their ordinary and usual course of business in substantially the same manner as conducted prior to the date of the Merger Agreement; (b) use reasonable best efforts to preserve intact its business organization in all material respects, keep available the services of its executive officers and key employees as a group, subject to changes in the ordinary course, and maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with them; (c) confer at such times as Parent may reasonably request with one or more representatives of Parent to report material operational matters and the general status of ongoing operations (in each case to the extent Parent reasonably requires such information) and consult with Parent regarding material operational decisions; (d) promptly notify Parent of any emergency or other change in the normal course of its businesses or in the operation of its properties and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any governmental body or authority; (e) not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock; (f) not, except as otherwise contemplated by the Merger Agreement or as may be required by applicable law, enter into or amend any employment, severance or similar agreements or arrangements with any of their directors or executive officers; (g) not, subject to the provisions described below under the heading "No Solicitation," authorize, announce an intention to authorize, or enter into an agreement with respect to, any merger, consolidation or business combination other than the Merger, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment of any material contract rights, in each case, not in the ordinary course of business; (h) not propose or adopt any amendments to its corporate charter or by-laws, except pursuant to the Merger as provided in the Merger Agreement; (i) not issue any shares of capital stock, except upon exercise of options previously issued pursuant to existing employee plans, programs or arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing on the date of the Merger Agreement, to acquire any shares of its capital stock; (k) not purchase, redeem, or offer to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with the terms of the Merger Agreement, or purchases, redemptions and offers to purchase in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date of the Merger Agreement; (l) not, except as contemplated by the Merger Agreement or as may be required by applicable law, amend in any material respect the terms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by law or and, to the provisions extent consistent with the foregoing, the Company and its Subsidiaries shall use their respective commercially reasonable efforts to (u) preserve their business organizations substantially intact, (v) maintain satisfactory relationships with Governmental Entities, customers and suppliers, and (w) keep available the services of such benefit plan); their key employees, key consultants and executive officers, (mx) not in connection with any and all clinical trial(s) for DX-2930, notify Parent (i) enter into promptly after receipt of any material loan agreement communication from any Regulatory Authority or incur inspections of any indebtedness in excess of an aggregate of $100,000 manufacturing, research and development or amend clinical trial site and before giving any Company credit facility material submission to increase the amount that may be borrowed thereunder, a Regulatory Authority and (ii) make a reasonable time prior to making any material change to a study protocol, adding new trials, making any material change to a manufacturing plan or enter into any agreement process, or contract for capital expenditures in excess making a material change to the development timeline, and (z) preserve and protect the Intellectual Property owned by the Company and its Subsidiaries; provided, however, that no action taken by the Company or its Subsidiaries with respect to matters specifically addressed by clauses (i)-(xvii) of $50,000this Section 6.1(a) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. From the date of this Agreement until the Effective Time, except (A) as otherwise expressly contemplated or permitted by this Agreement, (iiiB) enter into any lease for real property as Parent may approve in excess of $50,000 writing, (C) as is required by applicable Law or any lease for personal property in excess of $20,000, Governmental Entity or (ivD) enter into any agreement or contract outside of the ordinary course of business as set forth in Section 6.1(a) of the Company or any of the Company's subsidiaries that involves performance of services or delivery of goods or materials by or to Disclosure Letter, the Company or any of the Company's subsidiaries of an amount or value in excess of $50,000; (n) will not make or change any material Tax election, file any amendment to any federal income Tax Return unless required by law, enter into any closing agreement, or settle or compromise any material Tax liability; (o) and will not adjust, split, combine or reclassify permit its capital stock; (p) not enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock; (q) not create any new subsidiaries; (r) except as required by the Merger Agreement, not take any action which could reasonably be expected to adversely affect or delay the ability of any of the parties to obtain any approval of any governmental or regulatory body required to consummate the transactions contemplated thereby; (s) not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than in the ordinary course of business; (t) not enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, methods or procedures except as required by GAAP; (v) except as may 23Subsidiaries to:

Interim Operations. Pursuant (a) Each of the Partnership and Parent covenants and agrees as to itself and its Subsidiaries that, after the date of this Agreement and prior to the Merger AgreementEffective Time (unless Parent or the Partnership, the Company has agreed thatas applicable, shall otherwise approve in writing (which approval shall not be unreasonably withheld, conditioned or delayed)), and except as otherwise expressly contemplated by the Merger Agreement or agreed to this Agreement, as provided in writing by Parent, prior to the time the directors any Contract in effect as of the Parent constitute a majority of the Company Board, the Company shall, and shall cause each of its Subsidiaries 22 to, (a) conduct its operations in all material respects according to their ordinary and usual course of business in substantially the same manner as conducted prior to the date of this Agreement, or as required by applicable Law, the Merger Agreement; (b) business of it and its Subsidiaries shall be conducted in the Ordinary Course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective commercially reasonable best efforts to preserve their business organizations intact its business organization in all material respects, keep available the services of its executive officers and key employees as a group, subject to changes in the ordinary course, and maintain satisfactory relationships existing relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, customers creditors, lessors, employees and others having business relationships with them; (c) confer at such times as Parent may reasonably request with one or more representatives associates. Without limiting the generality of Parent to report material operational matters and in furtherance of the general status foregoing, from the date of ongoing operations (in each case to this Agreement until the extent Parent reasonably requires such information) and consult with Parent regarding material operational decisions; (d) promptly notify Parent of any emergency or other change in the normal course of its businesses or in the operation of its properties and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any governmental body or authority; (e) not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock; (f) notEffective Time, except as otherwise expressly: (i) contemplated by this Agreement; (ii) contemplated by any Contract entered into prior to, concurrently with or after the Merger date of this Agreement or by Parent with respect to the Other Parent Transactions (as such Contract may be amended, supplemented or otherwise modified from time to time); (iii) required by applicable law, enter into Law or amend any employment, severance or similar agreements or arrangements with any of their directors or executive officers; (g) not, subject to the provisions described below under the heading "No Solicitation," authorize, announce an intention to authorize, or enter into an agreement with respect to, any merger, consolidation or business combination other than the Merger, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment terms of any material contract rights, Contract in each case, not in the ordinary course of business; (h) not propose or adopt any amendments to its corporate charter or by-laws, except pursuant to the Merger as provided in the Merger Agreement; (i) not issue any shares of capital stock, except upon exercise of options previously issued pursuant to existing employee plans, programs or arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing effect on the date of the Merger this Agreement, to acquire any shares of its capital stock; (k) not purchase, redeem, or offer to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with the terms of the Merger Agreement, or purchases, redemptions and offers to purchase in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date of the Merger Agreement; (l) not, except as contemplated by the Merger Agreement or as may be required by applicable law, amend in any material respect the terms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by law or the provisions of such benefit plan); (m) not (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunder, (ii) make or enter into any agreement or contract for capital expenditures in excess of $50,000, (iii) enter into any lease for real property in excess of $50,000 or any lease for personal property in excess of $20,000, or (iv) enter into any agreement as approved in writing (which approval shall not be unreasonably withheld, conditioned or contract outside of the ordinary course of business of the Company or any of the Company's subsidiaries that involves performance of services or delivery of goods or materials by or to the Company or any of the Company's subsidiaries of an amount or value in excess of $50,000; (ndelayed) not make or change any material Tax election, file any amendment to any federal income Tax Return unless required by law, enter into any closing agreement, or settle or compromise any material Tax liability; (o) not adjust, split, combine or reclassify its capital stock; (p) not enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock; (q) not create any new subsidiaries; (r) except as required by the Merger Agreement, not take any action which could reasonably be expected to adversely affect other Party; or delay the ability of any of the parties to obtain any approval of any governmental or regulatory body required to consummate the transactions contemplated thereby; (s) not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than in the ordinary course of business; (t) not enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, methods or procedures except as required by GAAP; (v) except set forth in the corresponding subsection of Section 8.1 of the Partnership Disclosure Letter, as may 23it relates to the Partnership and its Subsidiaries, or on Section 8.1 of the Parent Disclosure Letter, as it relates to Parent and its Subsidiaries, each Party, on its own account, shall not and shall not permit its Subsidiaries to:

Interim Operations. Pursuant (a) Each of the Company and EFIH covenants and agrees as to itself and each of its Subsidiaries (other than the Oncor Entities and other than with respect to any entities, assets or liabilities to be contributed to Reorganized TCEH in the Reorganized TCEH Contributions or pursuant to the Merger AgreementPlan of Reorganization) that, except (i) as otherwise specifically permitted or required by the provisions of this Agreement and the Plan of Reorganization, and any action reasonably necessary to effectuate the Reorganized TCEH Spin-Off, the Reorganized TCEH Contributions, the Preferred Stock Sale and the Reorganized TCEH Conversion, (ii) as Parent may approve in writing (such approval, not to be unreasonably withheld, delayed or conditioned), (iii) as is required by any applicable Law or any Governmental Entity; provided that, to the extent legally permissible, the Company has agreed thator EFIH shall provide prompt written notice to Parent of any such requirement; (iv) as set forth in Section 6.1(a) of the Company Disclosure Letter, except or (v) as expressly contemplated required by the Merger Agreement Bankruptcy Court in the Chapter 11 Cases without any of the Debtors having requested or agreed applied (or having requested that any of their respective Affiliates make such request or application) for the Bankruptcy Court to impose such requirement (and with the Company and EFIH, to the extent requested by Parent prior to such imposition, having used commercially reasonable efforts to challenge such imposition before the Bankruptcy Court), in writing by Parent, each case after the date hereof and prior to the time the directors earlier of the Parent constitute a majority Termination Date (as defined below) and the Effective Time, each of the Company Board, the Company and EFIH shall, and shall cause each of its their respective Subsidiaries 22 (other than the Oncor Entities and other than with respect to any entities, assets or liabilities to be contributed to Reorganized TCEH in the Reorganized TCEH Contributions or the Plan of Reorganization) to, (a) conduct its operations business and the Chapter 11 Cases in all material respects according to their ordinary accordance with the Bankruptcy Code and usual course of business in substantially the same manner as conducted prior to the date orders of the Merger Agreement; (b) Bankruptcy Court and use its reasonable best efforts to preserve intact its business organization in all material respects, keep available the services of its executive officers and key employees as a group, subject to changes in the ordinary courseorganizations intact, and maintain satisfactory relationships existing relations and goodwill with Governmental Entities, customers, suppliers, distributorsemployees and business associates. Notwithstanding the foregoing, customers from the date of this Agreement until the earlier of the Termination Date and others having business relationships with them; the Effective Time, except (cA) confer at such times as otherwise specifically permitted or required by the provisions of this Agreement and the Plan of Reorganization, and any action reasonably necessary to effectuate the Reorganized TCEH Spin-Off, the Reorganized TCEH Contributions, the Preferred Stock Sale and the Reorganized TCEH Conversion, (B) as Parent may reasonably request with one approve in writing (such approval, not to be unreasonably withheld, delayed or more representatives of Parent to report material operational matters and the general status of ongoing operations conditioned), (in each case to the extent Parent reasonably requires such informationC) and consult with Parent regarding material operational decisions; (d) promptly notify Parent of any emergency or other change in the normal course of its businesses or in the operation of its properties and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any governmental body or authority; (e) not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock; (f) not, except as otherwise contemplated by the Merger Agreement or as may be is required by any applicable law, enter into or amend any employment, severance or similar agreements or arrangements with any of their directors or executive officers; (g) not, subject to the provisions described below under the heading "No Solicitation," authorize, announce an intention to authorize, or enter into an agreement with respect to, any merger, consolidation or business combination other than the Merger, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities Law or any release or relinquishment of any material contract rights, in each case, not in the ordinary course of business; (h) not propose or adopt any amendments to its corporate charter or by-laws, except pursuant to the Merger as provided in the Merger Agreement; (i) not issue any shares of capital stock, except upon exercise of options previously issued pursuant to existing employee plans, programs or arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing on the date of the Merger Agreement, to acquire any shares of its capital stock; (k) not purchase, redeem, or offer to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with the terms of the Merger Agreement, or purchases, redemptions and offers to purchase in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date of the Merger Agreement; (l) not, except as contemplated by the Merger Agreement or as may be required by applicable law, amend in any material respect the terms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by law or the provisions of such benefit plan); (m) not (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunderGovernmental Entity, (iiD) make or enter into any agreement or contract for capital expenditures as set forth in excess of $50,000, (iiiSection 6.1(a) enter into any lease for real property in excess of $50,000 or any lease for personal property in excess of $20,000, or (iv) enter into any agreement or contract outside of the ordinary course of business of the Company Disclosure Letter or any of the Company's subsidiaries that involves performance of services or delivery of goods or materials by or to the Company or any of the Company's subsidiaries of an amount or value in excess of $50,000; (nE) not make or change any material Tax election, file any amendment to any federal income Tax Return unless required by law, enter into any closing agreement, or settle or compromise any material Tax liability; (o) not adjust, split, combine or reclassify its capital stock; (p) not enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock; (q) not create any new subsidiaries; (r) except as required by the Merger Agreement, not take any action which could reasonably be expected to adversely affect or delay Bankruptcy Court in the ability of Chapter 11 Cases without any of the parties Debtors having requested or applied (or having requested that any of their respective Affiliates make such request or application) for the Bankruptcy Court to obtain impose such requirement (and with the Company and EFIH, to the extent requested by Parent prior to such imposition, having used commercially reasonable efforts to challenge such imposition before the Bankruptcy Court), each of the Company and EFIH will not and will not permit any approval of any governmental or regulatory body required to consummate the transactions contemplated thereby; its respective Subsidiaries (s) not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than the Oncor Entities and other than with respect to any asset, liability or entity to be contributed to Reorganized TCEH in the ordinary course Reorganized TCEH Contributions or pursuant to the Plan of business; (tReorganization) not enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, methods or procedures except as required by GAAP; (v) except as may 23to:

Interim Operations. Pursuant (a) The Company covenants and agrees as to the Merger Agreement, the Company has agreed itself and its Subsidiaries that, except as expressly contemplated by from and after the Merger date of this Agreement or agreed to in writing by Parent, and prior to the time the directors of the Effective Time, except (A) as required by applicable Law, (B) as otherwise contemplated, required or permitted by this Agreement, (C) as Parent constitute a majority may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed) or (D) as set forth in Section 7.1 of the Company BoardDisclosure Letter, from the Company shall, date of this Agreement and shall cause each of its Subsidiaries 22 to, (a) conduct its operations in all material respects according to their ordinary and usual course of business in substantially the same manner as conducted prior to the date Effective Time, the business of the Merger Agreement; (b) use reasonable best efforts to preserve intact Company and its business organization in all material respects, keep available the services of its executive officers and key employees as a group, subject to changes in the ordinary course, and maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with them; (c) confer at such times as Parent may reasonably request with one or more representatives of Parent to report material operational matters and the general status of ongoing operations (in each case to the extent Parent reasonably requires such information) and consult with Parent regarding material operational decisions; (d) promptly notify Parent of any emergency or other change in the normal course of its businesses or in the operation of its properties and of any complaints, investigations or hearings (or communications indicating that the same may Subsidiaries shall be contemplated) of any governmental body or authority; (e) not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock; (f) not, except as otherwise contemplated by the Merger Agreement or as may be required by applicable law, enter into or amend any employment, severance or similar agreements or arrangements with any of their directors or executive officers; (g) not, subject to the provisions described below under the heading "No Solicitation," authorize, announce an intention to authorize, or enter into an agreement with respect to, any merger, consolidation or business combination other than the Merger, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment of any material contract rights, in each case, not in the ordinary course of business; (h) not propose or adopt any amendments to its corporate charter or by-laws, except pursuant to the Merger as provided in the Merger Agreement; (i) not issue any shares of capital stock, except upon exercise of options previously issued pursuant to existing employee plans, programs or arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing on the date of the Merger Agreement, to acquire any shares of its capital stock; (k) not purchase, redeem, or offer to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with the terms of the Merger Agreement, or purchases, redemptions and offers to purchase conducted in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date of the Merger Agreement; (l) not, except as contemplated by the Merger Agreement or as may be required by applicable law, amend in any all material respect the terms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course of business and in amounts and in a manner respects consistent with past practice or as otherwise required by law or the provisions of such benefit plan); (m) not and it and its Subsidiaries shall use their respective commercially reasonable efforts to (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunderpreserve their business organizations intact, (ii) make or enter into any agreement or contract for capital expenditures in excess of $50,000maintain existing relations with Governmental Entities, customers and suppliers, including Parent, (iii) enter into notify Parent promptly (x) after receipt of any lease for real property in excess material communication from any Governmental Entity or inspections of $50,000 any manufacturing, research and development or clinical trial site and before giving any lease for personal property in excess of $20,000material submission to a Governmental Entity and (y) prior to making any material change to a study protocol, adding new trials, making any material change to a manufacturing plan or process, or making a material change to the development timeline for any of its product candidates or programs, (iv) enter into any agreement or contract outside preserve intact and keep available the services of the ordinary course of business present employees, consultants, independent contractors and executive officers of the Company or any and its Subsidiaries, (v) keep in effect casualty, product liability, workers’ compensation and other insurance policies in coverage amounts substantially similar to those in effect at the date of this Agreement, (vi) preserve and protect all Registered Intellectual Property listed in the Company's subsidiaries that involves performance of services or delivery of goods or materials by or to the Company or any of the Company's subsidiaries of an amount or value in excess of $50,000; (n) not make or change any material Tax election, file any amendment to any federal income Tax Return unless required by law, enter into any closing agreement, or settle or compromise any material Tax liability; (o) not adjust, split, combine or reclassify its capital stock; (p) not enter into any agreement, understanding or arrangement Orange Book with respect to Dificid (fidaxomicin), and (vii) preserve and protect the sale or voting of its capital stock; material Intellectual Property (qother than the Registered Intellectual Property listed in the Orange Book) not create any new subsidiaries; (r) except as required owned by the Merger AgreementCompany and its Subsidiaries, not take any action which could reasonably be expected to adversely affect or delay except in the ability case of any of the parties to obtain any approval of any governmental or regulatory body required to consummate the transactions contemplated thereby; clause (svii) not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than in the ordinary course of business; . Without limiting the generality of, and in furtherance of, the foregoing, from the date of this Agreement until the Effective Time, except (tA) not enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, methods or procedures except as required by GAAP; applicable Law, (vB) except as otherwise required or expressly permitted by this Agreement, (C) as Parent may 23approve in writing (such approval not to be unreasonably withheld, conditioned or delayed) or

Interim Operations. Pursuant (a) Each of the Company and Parent covenants and agrees as to itself and its Subsidiaries that, after the date of this Agreement and prior to the Merger AgreementEffective Time (unless Parent or the Company, the Company has agreed thatas applicable, shall otherwise approve in writing (which approval shall not be unreasonably withheld, conditioned or delayed)), and except as otherwise expressly contemplated by the Merger Agreement or agreed to this Agreement, as provided in writing by Parent, prior to the time the directors any Contract in effect as of the Parent constitute a majority of the Company Board, the Company shall, and shall cause each of its Subsidiaries 22 to, (a) conduct its operations in all material respects according to their ordinary and usual course of business in substantially the same manner as conducted prior to the date of this Agreement, or as required by applicable Law, the Merger Agreement; (b) business of it and its Subsidiaries shall be conducted in the Ordinary Course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective commercially reasonable best efforts to preserve their business organizations intact its business organization in all material respects, keep available the services of its executive officers and key employees as a group, subject to changes in the ordinary course, and maintain satisfactory relationships existing relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, customers creditors, lessors, employees and others having business relationships with them; (c) confer at such times as Parent may reasonably request with one or more representatives associates. Without limiting the generality of Parent to report material operational matters and in furtherance of the general status foregoing, from the date of ongoing operations (in each case to this Agreement until the extent Parent reasonably requires such information) and consult with Parent regarding material operational decisions; (d) promptly notify Parent of any emergency or other change in the normal course of its businesses or in the operation of its properties and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any governmental body or authority; (e) not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock; (f) notEffective Time, except as otherwise expressly: (i) contemplated by this Agreement; (ii) contemplated by any Contract entered into prior to, concurrently with or after the Merger date of this Agreement or by Parent with respect to the Other Parent Transactions (as such Contract may be amended, supplemented or otherwise modified from time to time); (iii) required by applicable law, enter into Law or amend any employment, severance or similar agreements or arrangements with any of their directors or executive officers; (g) not, subject to the provisions described below under the heading "No Solicitation," authorize, announce an intention to authorize, or enter into an agreement with respect to, any merger, consolidation or business combination other than the Merger, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment terms of any material contract rights, Contract in each case, not in the ordinary course of business; (h) not propose or adopt any amendments to its corporate charter or by-laws, except pursuant to the Merger as provided in the Merger Agreement; (i) not issue any shares of capital stock, except upon exercise of options previously issued pursuant to existing employee plans, programs or arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing effect on the date of the Merger this Agreement, to acquire any shares of its capital stock; (k) not purchase, redeem, or offer to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with the terms of the Merger Agreement, or purchases, redemptions and offers to purchase in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date of the Merger Agreement; (l) not, except as contemplated by the Merger Agreement or as may be required by applicable law, amend in any material respect the terms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by law or the provisions of such benefit plan); (m) not (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunder, (ii) make or enter into any agreement or contract for capital expenditures in excess of $50,000, (iii) enter into any lease for real property in excess of $50,000 or any lease for personal property in excess of $20,000, or (iv) enter into any agreement as approved in writing (which approval shall not be unreasonably withheld, conditioned or contract outside delayed) by the other Party; or (v) set forth in the corresponding subsection of the ordinary course of business Section 7.1 of the Company or any of the Company's subsidiaries that involves performance of services or delivery of goods or materials by or Disclosure Letter, as it relates to the Company and its Subsidiaries, or any on Section 7.1 of the Company's subsidiaries of an amount or value in excess of $50,000; (n) Parent Disclosure Letter, as it relates to Parent and its Subsidiaries, each Party, on its own account, shall not make or change any material Tax election, file any amendment to any federal income Tax Return unless required by law, enter into any closing agreement, or settle or compromise any material Tax liability; (o) and shall not adjust, split, combine or reclassify permit its capital stock; (p) not enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock; (q) not create any new subsidiaries; (r) except as required by the Merger Agreement, not take any action which could reasonably be expected to adversely affect or delay the ability of any of the parties to obtain any approval of any governmental or regulatory body required to consummate the transactions contemplated thereby; (s) not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than in the ordinary course of business; (t) not enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, methods or procedures except as required by GAAP; (v) except as may 23Subsidiaries to:

Interim Operations. Pursuant (a) Prior to the Merger Agreement, the Company has agreed thatEffective Time, except as expressly set forth in the Company Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Merger Agreement or agreed to Purchaser has consented in writing by Parent, prior to the time the directors of the Parent constitute a majority of the Company Boardthereto, the Company shallCompany: (i) Shall, and shall cause each of its Significant Subsidiaries 22 to, (a) conduct its operations in all material respects according to their usual, regular and ordinary and usual course of business in substantially the same manner as conducted prior to the date of the Merger Agreementheretofore conducted; (bii) Shall use its reasonable best efforts efforts, and shall cause each of its Significant Subsidiaries to use its reasonable efforts, to preserve intact its their business organization in all material respectsorganizations and goodwill, keep available the services of its executive their respective officers and key employees as a group, subject to changes in the ordinary course, and maintain satisfactory relationships with suppliers, distributors, customers and others those persons having business relationships with them; (ciii) confer at such times as Parent may reasonably request with one Shall not amend its Certificate of Incorporation or more representatives of Parent to report Bylaws or comparable governing instruments (other than Bylaw amendments which are not material operational matters and the general status of ongoing operations (in each case to the extent Parent reasonably requires such information) and consult with Parent regarding material operational decisionsCompany or to the consummation of the transactions contemplated by this Agreement); (div) Shall promptly notify Parent the Purchaser of any emergency or other change in the normal course of its businesses or in the operation of its properties and breach of any complaints, investigations representation or hearings warranty contained herein or any Company Material Adverse Effect; (or communications indicating that v) Shall promptly deliver to the same may be contemplated) Purchaser true and correct copies of any governmental body report, statement or authorityschedule filed with the SEC subsequent to the date of this Agreement; (evi) Shall not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock; (fx) not, except as otherwise contemplated by the Merger Agreement or as may be required by applicable law, enter into or amend any employment, severance or similar agreements or arrangements with any of their directors or executive officers; (g) not, subject to the provisions described below under the heading "No Solicitation," authorize, announce an intention to authorize, or enter into an agreement with respect to, any merger, consolidation or business combination other than the Merger, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment of any material contract rights, in each case, not in the ordinary course of business; (h) not propose or adopt any amendments to its corporate charter or by-laws, except pursuant to the Merger as provided in exercise of options, warrants, conversion rights and other contractual rights existing on the Merger date hereof and disclosed pursuant to this Agreement; (i) not , issue any shares of its capital stock, except upon exercise of options previously issued pursuant to existing employee planseffect any stock split or otherwise change its capitalization as it existed on the date hereof, programs or arrangements and non-employee director plans; (jy) not grant, confer or award any optionsoption, warrantswarrant, conversion rights right or other rights right not existing on the date of the Merger Agreement, hereof to acquire any shares of its capital stock; stock (k) not purchase, redeem, or offer other than an aggregate of 75,000 options to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with acquire Company Common Stock pursuant to the terms of the Merger Agreement, or purchases, redemptions and offers to purchase in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence existing on the date hereof of the Merger Agreement; (lCompany's stock option plan) notor grant, except as contemplated by the Merger Agreement confer or as may be required by applicable law, amend in award any material respect the terms bonuses or other forms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan cash incentives to any directorofficer, employee, independent contractor director or consultant (key employee except in the ordinary course of business and in amounts and in a manner consistent with past practice or grant or confer any awards (other than those granted as otherwise required by law or of the provisions date hereof) under the Incentive Compensation Plan of such benefit planthe Company (as amended through December 9, 1993); (m) not (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunder, (iiz) make increase any compensation under any employment agreement with any of its present or future officers, directors or employees, except for normal increases consistent with past practice, grant any severance or termination pay to, or enter into any employment or severance agreement with any officer or contract for capital expenditures in excess of $50,000, (iii) enter into any lease for real property in excess of $50,000 director or any lease for personal property in excess of $20,000, or (iv) enter into any agreement or contract outside of the ordinary course of business of the Company or any of the Company's subsidiaries that involves performance of services or delivery of goods or materials by or to the Company or any of the Company's subsidiaries of an amount or value in excess of $50,000; (n) not make or change any material Tax election, file any amendment to any federal income Tax Return unless required by law, enter into any closing agreement, or settle or compromise any material Tax liability; (o) not adjust, split, combine or reclassify its capital stock; (p) not enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock; (q) not create any new subsidiaries; (r) except as required by the Merger Agreement, not take any action which could reasonably be expected to adversely affect or delay the ability of any of the parties to obtain any approval of any governmental or regulatory body required to consummate the transactions contemplated thereby; (s) not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than in the ordinary course of business; (t) not enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, methods or procedures except as required by GAAP; (v) except as may 23A-18

Interim Operations. Pursuant to the Merger Agreement, the Company has agreed (a) Seller covenants and agrees that, except as expressly contemplated by the Merger Agreement or agreed to (w) set forth in writing by Parent, prior to the time the directors of the Parent constitute a majority Section 5.1 of the Company Board, the Company shall, and shall cause each of its Subsidiaries 22 toDisclosure Schedule, (ax) conduct its operations as Purchaser may otherwise consent in all material respects according to their ordinary and usual course of business in substantially the same manner as conducted prior to writing (which consent shall not be unreasonably withheld, conditioned or delayed), (y) required by this Agreement, or (z) required by applicable Law or Governmental Order, from the date of this Agreement until the Merger Agreement; Closing, it will cause the Company and each of the Company’s Subsidiaries to conduct their respective businesses in the Company Ordinary Course of Business and, to the extent consistent therewith and subject to prudent management of workforce needs and on-going programs in force as of the date hereof (b) to the extent such programs are set forth in Section 5.1 of the Company Disclosure Schedule), use their respective commercially reasonable best efforts to preserve their respective business organizations intact, maintain in effect their respective Governmental Authorizations that are required for the continued operation of the Company’s and its Subsidiaries’ respective businesses as they are presently conducted, to preserve intact its business organization and maintain existing relations with their respective customers, suppliers and employees, each in all material respects, keep available to make the services of regulatory filings as the Company and its executive officers and key employees as a group, subject to changes Subsidiaries would have otherwise made in the ordinary course, Company Ordinary Course of Business and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with them; (c) confer at such times as Parent may reasonably request with one or more representatives of Parent to report material operational matters and the general status of ongoing operations (in each case to the extent Parent reasonably requires such information) and consult with Parent regarding material operational decisions; (d) promptly notify Parent of any emergency or other change in the normal course of its businesses or in the operation of its properties and of any complaints, investigations or hearings financially responsible insurance companies (or communications indicating that through self insurance, consistent with past practice) insurance in such amounts and against such risks and losses as are customary for companies engaged in their respective businesses and consistent with the same may be contemplated) past practice of any governmental body or authority; (e) not authorize or pay any dividends on or make any distribution with respect to the Company and its outstanding shares Subsidiaries. Without limiting the generality of stock; (f) notthe foregoing, from the date of this Agreement until the Closing, except as (A) set forth in Section 5.1 of the Company Disclosure Schedule, (B) as Purchaser may otherwise contemplated consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (C) required by this Agreement (provided that, actions taken to comply with the Merger Agreement obligation in the first sentence of this Section 5.1(a) to act in the Company Ordinary Course of Business shall not be included within the scope of this clause (C)), or as may be (D) required by applicable lawLaw or Governmental Order, enter into or amend any employment, severance or similar agreements or arrangements with any of their directors or executive officers; (g) not, subject to the provisions described below under the heading "No Solicitation," authorize, announce an intention to authorize, or enter into an agreement with respect to, any merger, consolidation or business combination other than the Merger, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment of any material contract rights, in Seller will cause each case, not in the ordinary course of business; (h) not propose or adopt any amendments to its corporate charter or by-laws, except pursuant to the Merger as provided in the Merger Agreement; (i) not issue any shares of capital stock, except upon exercise of options previously issued pursuant to existing employee plans, programs or arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing on the date of the Merger Agreement, to acquire any shares of its capital stock; (k) not purchase, redeem, or offer to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with the terms of the Merger Agreement, or purchases, redemptions and offers to purchase in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date of the Merger Agreement; (l) not, except as contemplated by the Merger Agreement or as may be required by applicable law, amend in any material respect the terms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by law or the provisions of such benefit plan); (m) not (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunder, (ii) make or enter into any agreement or contract for capital expenditures in excess of $50,000, (iii) enter into any lease for real property in excess of $50,000 or any lease for personal property in excess of $20,000, or (iv) enter into any agreement or contract outside of the ordinary course of business of the Company or any and each of the Company's subsidiaries that involves performance of services or delivery of goods or materials by or to the Company or any of the Company's subsidiaries of an amount or value in excess of $50,000; (n) ’s Subsidiaries not make or change any material Tax election, file any amendment to any federal income Tax Return unless required by law, enter into any closing agreement, or settle or compromise any material Tax liability; (o) not adjust, split, combine or reclassify its capital stock; (p) not enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock; (q) not create any new subsidiaries; (r) except as required by the Merger Agreement, not take any action which could reasonably be expected to adversely affect or delay the ability of any of the parties to obtain any approval of any governmental or regulatory body required to consummate the transactions contemplated thereby; (s) not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than in the ordinary course of business; (t) not enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, methods or procedures except as required by GAAP; (v) except as may 23to:

Interim Operations. Pursuant to the Merger Agreement, the Company has agreed that, except as expressly contemplated by the Merger Agreement or agreed to in writing by Parent, prior to the time the directors of the Parent constitute a majority of the Company Board, the (a) The Company shall, and shall cause each of its Subsidiaries 22 to, (a) conduct its operations in all material respects according to their ordinary from and usual course of business in substantially the same manner as conducted prior to after the date of this Agreement until the Merger earlier of the Effective Time and the termination of this Agreement in accordance with Article IX (the “Interim Period”), except (1) as Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (2) as otherwise expressly contemplated or required by this Agreement; , (b3) as required by applicable Law, (4) as set forth in Section 7.1(a) of the Company Disclosure Letter or (5) for commercially reasonable actions as reasonably required to comply with or implement COVID-19 Measures, conduct its business in the Ordinary Course of Business and use and cause each of its Subsidiaries to use their respective reasonable best efforts to preserve intact conduct its business organization in all material respects, keep available the services of its executive officers and key employees as a group, subject to changes in the ordinary course, accordance with applicable Law and maintain satisfactory relationships its and its Subsidiaries’ business and assets and relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, customers creditors, lessors, employees, agents and others having business relationships with them; (c) confer at such times as Parent may reasonably request with one or more representatives associates. Without limiting the generality of Parent to report material operational matters and in furtherance of the general status of ongoing operations (in each case to foregoing sentence, during the extent Parent reasonably requires such information) and consult with Parent regarding material operational decisions; (d) promptly notify Parent of any emergency or other change in the normal course of its businesses or in the operation of its properties and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any governmental body or authority; (e) not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock; (f) notInterim Period, except (I) as otherwise expressly contemplated or required by the Merger Agreement or this Agreement, (II) as may be required by applicable lawLaw, enter into (III) as approved in writing by Parent (such approval not to be unreasonably withheld, conditioned or amend any employment, severance or similar agreements or arrangements with any of their directors or executive officers; (g) not, subject to the provisions described below under the heading "No Solicitation," authorize, announce an intention to authorize, or enter into an agreement with respect to, any merger, consolidation or business combination other than the Merger, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment of any material contract rights, in each case, not in the ordinary course of business; (h) not propose or adopt any amendments to its corporate charter or by-lawsdelayed, except pursuant to the Merger as provided in the Merger Agreement; (i) not issue any shares that Parent may withhold, condition or delay approval of capital stock, except upon exercise of options previously issued pursuant to existing employee plans, programs or arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing on the date of the Merger Agreement, to acquire any shares of its capital stock; (k) not purchase, redeem, or offer to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with the terms of the Merger Agreement, or purchases, redemptions and offers to purchase in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date of the Merger Agreement; (l) not, except as actions contemplated by the Merger Agreement Section 7.1(a)(iii) or as may be required by applicable law, amend Section 7.1(a)(iv) in any material respect the terms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by law or the provisions of such benefit planParent’s sole discretion); (m) not (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunder, (iiIV) make or enter into any agreement or contract for capital expenditures as set forth in excess of $50,000, (iiiSection 7.1(a) enter into any lease for real property in excess of $50,000 or any lease for personal property in excess of $20,000, or (iv) enter into any agreement or contract outside of the ordinary course of business of the Company Disclosure Letter or any (V) for commercially reasonable actions in deviation of the Company's subsidiaries that involves performance of services or delivery of goods or materials by or to the Company or any of the Company's subsidiaries of an amount or value prohibitions set forth in excess of $50,000; clauses (nxii) not make or change any material Tax election, file any amendment to any federal income Tax Return unless required by law, enter into any closing agreement, or settle or compromise any material Tax liability; (oMaterial Contracts) not adjust, split, combine or reclassify its capital stock; (p) not enter into any agreement, understanding or arrangement other than with respect to the sale Contracts described in the proviso thereto) or voting of its capital stock; (qxvii) not create any new subsidiaries; (rCompensation) except as required by below to the Merger Agreement, not take any action which could extent reasonably be expected to adversely affect or delay the ability of any of the parties to obtain any approval of any governmental or regulatory body required to consummate comply with or implement COVID-19 Measures, the transactions contemplated thereby; (s) Company shall not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than in the ordinary course of business; (t) and shall cause its Subsidiaries not enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, methods or procedures except as required by GAAP; (v) except as may 23to:

Interim Operations. Pursuant (a) L3 and Xxxxxx each covenant and agree as to itself and its Subsidiaries that, after the date of this Agreement and prior to the Merger AgreementEffective Time (unless L3 or Xxxxxx, the Company has agreed thatas applicable, shall otherwise approve in writing (which approval shall not be unreasonably withheld, conditioned or delayed)), and except as otherwise expressly contemplated by the Merger this Agreement or agreed to as required by a Governmental Entity or applicable Law or as set forth in writing by Parent, prior to the time the directors Section 8.1(a) of the Parent constitute a majority of the Company Boardsuch Party’s Disclosure Letter, the Company shall, business of it and shall cause each of its Subsidiaries 22 to, (a) conduct its operations shall be conducted in all material respects according to their ordinary and usual course of business in substantially the same manner as conducted prior Ordinary Course and, to the date of the Merger Agreement; (b) extent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to preserve their business organizations intact its and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, Employees and business organization in all material respects, associates and keep available the services of its executive officers and key employees as a groupits Subsidiaries’ present officers, subject to changes in the ordinary course, Employees and maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with them; (c) confer at such times as Parent may reasonably request with one or more representatives of Parent to report material operational matters and the general status of ongoing operations (in each case to the extent Parent reasonably requires such information) and consult with Parent regarding material operational decisions; (d) promptly notify Parent of any emergency or other change in the normal course of its businesses or in the operation of its properties and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any governmental body or authority; (e) not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock; (f) notagents, except as otherwise expressly contemplated by the Merger this Agreement or as may be required by a Governmental Entity or applicable lawLaw. Without limiting the generality of and in furtherance of the foregoing, enter into from the date of this Agreement until the Effective Time, except as otherwise (i) expressly contemplated by this Agreement, (ii) required by a Governmental Entity or amend applicable Law or the terms of any employmentMaterial Contract or Benefit Plan existing as of the date of this Agreement, severance (iii) as approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or similar agreements delayed) or arrangements (iv) set forth in Section 8.1(a) of such Party’s -37- 052054-0169-16505-Active.27978848.6 SC1:4755315.9 Disclosure Letter, each Party, on its own account, shall not and shall cause its Subsidiaries not to: (i) make or propose any change to such Party’s Organizational Documents or, except for amendments that would not materially restrict the operations of such Party’s businesses, the Organizational Documents of any of such Party’s Subsidiaries; (ii) other than in the Ordinary Course, except for any such transactions among its wholly owned Subsidiaries, (A) merge or consolidate itself or any of its Subsidiaries with any of their directors other Person, or executive officers(B) restructure, reorganize or completely or partially liquidate; (giii) not, subject to acquire assets outside of the provisions described below under Ordinary Course from any other Person (A) with a fair market value or purchase price in excess of $200 million in the heading "No Solicitation," authorize, announce an intention to authorize, aggregate in any transaction or enter into an agreement with respect to, series of related transactions (including incurring any merger, consolidation or business combination other than the Merger, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment of any material contract rightsIndebtedness related thereto), in each case, not including any amounts or value reasonably expected to be paid in connection with a future earn-out, purchase price adjustment, release of “holdback” or similar contingent payment obligation, or (B) that would reasonably be expected to prevent, materially delay or materially impair the ability of L3 or Xxxxxx, as applicable, to consummate the Transactions, in each case, other than acquisitions of inventory or other goods in the ordinary course of businessOrdinary Course; (hiv) not propose issue, sell, pledge, dispose of, grant, transfer, encumber, or adopt authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or Encumbrance of, or otherwise enter into any amendments to its corporate charter Contract or by-laws, except pursuant understanding with respect to the Merger as provided in the Merger Agreement; (i) not issue voting of, any shares of its capital stockstock or of any of its Subsidiaries (other than the issuance of shares (A) by its wholly owned Subsidiary to it or another of its wholly owned Subsidiaries, except upon exercise (B) in respect of options previously issued pursuant to existing employee plansequity-based awards outstanding as of the date of this Agreement, programs or arrangements (C) granted in accordance with Section 8.1(a)(xviii), the ESPP or each Party’s 401(k) Plans, in each of clauses (B) and non-employee director plans; (j) not grantC), confer or award any optionsin accordance with their terms and, warrantsas applicable, conversion rights or other rights not existing the plan documents as in effect on the date of the Merger this Agreement), or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or such convertible or exchangeable securities; (v) create or incur any Encumbrance (other than any Permitted Encumbrances) over any material portion of such Party’s and its Subsidiaries’ consolidated properties and assets that is not incurred in the Ordinary Course on any of its assets or any of its Subsidiaries; (vi) make any loans, advances, guarantees or capital contributions to or investments in any Person (other than to or from L3 and any of its wholly owned Subsidiaries or to or from Xxxxxx and any of its wholly owned Subsidiaries, as applicable, or in accordance with Section 8.1(a)(xviii)) in excess of $50 million in the aggregate; (vii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except for dividends paid by any direct or indirect wholly owned Subsidiary to it or to any other direct or indirect wholly owned Subsidiary); provided, that (A)(1) Xxxxxx may make, declare and pay one -38- 052054-0169-16505-Active.27978848.6 SC1:4755315.9 regular quarterly cash dividend in each quarter of the year ending June 28, 2019 in an amount per share of $0.685 per quarter with a record date consistent with the record date for each quarterly period of the year ended June 29, 2018 and (2) from and after July 1, 2019, Xxxxxx may make, declare and pay one regular quarterly cash dividend in each quarter of the year ending June 30, 2020 in an amount per share up to $0.055 higher than the dividend paid for the same quarterly period of the year ended June 28, 2019 and with a record date consistent with the record date for each quarterly period of the year ended June 28, 2019, if, in the case of clauses (1) and (2), Xxxxxx provides L3 with written notice of each record date it will select at least twenty (20) Business Days prior to the declaration date in respect of such applicable record date and (B)(1) L3 may make, declare and pay one regular quarterly cash dividend in each quarter of the year ending December 31, 2018 in an amount per share of $0.80 per quarter and with a record date consistent with the record date for each quarterly period of the year ended December 31, 2017 and (2) from and after January 1, 2019, L3 may make, declare and pay one regular quarterly cash dividend in each quarter of the year ending December 31, 2019 in an amount per share up to $0.05 higher than the dividend paid for the same quarterly period of the year ended December 31, 2018 and with a record date consistent with the record date for each quarterly period of the year ended December 31, 2018, if, in the case of clauses (1) and (2), L3 provides Xxxxxx with written notice of each record date it will select at least twenty (20) Business Days prior to the declaration date in respect of such applicable record date, in each case, solely to the extent such payment is coordinated pursuant to, and permitted by, Section 8.17; (viii) reclassify, split, combine, subdivide or redeem, purchase (through such Party’s share repurchase program or otherwise) or otherwise acquire, directly or indirectly, any of its capital stock or securities convertible or exchangeable into or exercisable for any shares of its capital stock, other than with respect to (A) the capital stock or other equity interests of a wholly owned Subsidiary of L3 or Xxxxxx, as applicable; (kB) not purchasenet withholding upon the exercise or settlement of equity-based awards outstanding as of the date of this Agreement or granted in accordance with Section 8.1(a)(xviii) in the Ordinary Course and in accordance with their terms and, redeemas applicable, the plan documents as in effect on the date of this Agreement; or offer (C) such Party’s matching contributions to purchase or redeem any shares its 401(k) Plans in the form of its capital stock or any securities convertible into or exchangeable for shares of stock, except for in the deemed repurchase of options Ordinary Course and in accordance with the terms of the Merger Agreement, or purchases, redemptions and offers to purchase plan documents as in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence effect on the date of the Merger this Agreement; (lix) notexcept to the extent expressly provided by, and consistent with, Section 8.1(a)(ix) of such Party’s Disclosure Letter, make or authorize any payment of, or accrual or commitment for, capital expenditures, except any such expenditure (A) to the extent reasonably necessary to avoid a material business interruption as contemplated by the Merger Agreement a result of any act of God, war, terrorism, earthquake, fire, hurricane, storm, flood, civil disturbance, explosion, partial or as may be required by applicable lawentire failure of utilities or IT Assets, amend in any material respect the terms of its employee benefit plans, programs or arrangements or any severance or other similar agreements or arrangements in existence on cause not reasonably within the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by law or the provisions control of such benefit plan); Party or its Subsidiaries, (mB) not (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunder, (ii) make or enter into any agreement or contract for capital expenditures in excess of $50,000, 50 million in the aggregate during any consecutive twelve (iii12) enter into any lease for real property month period (other than capital expenditures within the thresholds set forth in excess Section 8.1(a)(ix) of $50,000 or any lease for personal property in excess of $20,000such Party’s Disclosure Letter), or (ivC) enter into expenditures that such Party reasonably determines are necessary to maintain the safety and integrity of any agreement asset or contract outside of the ordinary course of business of the Company or any of the Company's subsidiaries that involves performance of services or delivery of goods or materials by or to the Company or any of the Company's subsidiaries of an amount or value property in excess of $50,000; (n) not make or change any material Tax election, file any amendment response to any federal income Tax Return unless required by lawunanticipated and subsequently discovered events, enter into occurrences or developments (provided that L3 or Xxxxxx, as applicable, will use its reasonable best efforts to consult with the other Party prior to making or agreeing to any closing agreement, or settle or compromise any material Tax liabilitysuch capital expenditure); (o) not adjust, split, combine or reclassify its capital stock; (p) not enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock; (q) not create any new subsidiaries; (r) except as required by the Merger Agreement, not take any action which could reasonably be expected to adversely affect or delay the ability of any of the parties to obtain any approval of any governmental or regulatory body required to consummate the transactions contemplated thereby; (s) not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than in the ordinary course of business; (t) not enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, methods or procedures except as required by GAAP; (v) except as may 23-39- 052054-0169-16505-Active.27978848.6 SC1:4755315.9

Interim Operations. Pursuant (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the Merger AgreementEffective Time (unless Parent shall otherwise approve in writing (it being agreed that in the event the Company seeks such consent regarding COVID-19 Measures that are reasonably designed to protect the health or welfare of employees or other relevant individuals (as expressly noted in such request by the Company), Parent’s consent shall not be unreasonably withheld, conditioned or delayed; provided, that if Parent’s failure to respond in a timely manner would reasonably be expected to jeopardize the health or welfare of employees or other relevant individuals, Parent shall be deemed to have consented to such act or omission if it fails to expressly consent to or deny consent for such requested actions or inactions within one (1) Business Day of such request) and except as (i) required by applicable Law, (ii) expressly required by this Agreement or (iii) otherwise expressly disclosed in Section 6.1 of the Company Disclosure Letter), the Company has agreed that, except as expressly contemplated by shall use its commercially reasonable efforts to (A) conduct its business and the Merger Agreement or agreed to in writing by Parent, prior to the time the directors of the Parent constitute a majority of the Company Board, the Company shall, and shall cause each business of its Subsidiaries 22 to, (a) conduct its operations in all material respects according to their ordinary and usual course of business in substantially the same manner as conducted prior to the date of the Merger Agreement; (b) use reasonable best efforts to preserve intact its business organization in all material respects, keep available the services of its executive officers and key employees as a group, subject to changes in the ordinary course, and maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with them; (c) confer at such times as Parent may reasonably request with one or more representatives of Parent to report material operational matters and the general status of ongoing operations (in each case to the extent Parent reasonably requires such information) and consult with Parent regarding material operational decisions; (d) promptly notify Parent of any emergency or other change in the normal course of its businesses or in the operation of its properties and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any governmental body or authority; (e) not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock; (f) not, except as otherwise contemplated by the Merger Agreement or as may be required by applicable law, enter into or amend any employment, severance or similar agreements or arrangements with any of their directors or executive officers; (g) not, subject to the provisions described below under the heading "No Solicitation," authorize, announce an intention to authorize, or enter into an agreement with respect to, any merger, consolidation or business combination other than the Merger, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment of any material contract rights, in each case, not in the ordinary course of business; (h) not propose or adopt any amendments to its corporate charter or by-laws, except pursuant to the Merger as provided in the Merger Agreement; (i) not issue any shares of capital stock, except upon exercise of options previously issued pursuant to existing employee plans, programs or arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing on the date of the Merger Agreement, to acquire any shares of its capital stock; (k) not purchase, redeem, or offer to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with the terms of the Merger Agreement, or purchases, redemptions and offers to purchase in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date of the Merger Agreement; (l) not, except as contemplated by the Merger Agreement or as may be required by applicable law, amend in any material respect the terms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by law or and (B) maintain the provisions of such benefit plan); (m) not (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunder, (ii) make or enter into any agreement or contract for capital expenditures in excess of $50,000, (iii) enter into any lease for real property in excess of $50,000 or any lease for personal property in excess of $20,000, or (iv) enter into any agreement or contract outside of the ordinary course of business status of the Company or any as a “real estate investment trust” within the meaning of Sections 856 through and including 860 of the Company's subsidiaries that involves performance of services Code (a “REIT”) for all taxable periods ending on or delivery of goods or materials by or prior to the Closing Date. Without limiting the generality of, and in furtherance of, the foregoing, the Company or any covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Company's subsidiaries of an amount or value in excess of $50,000; Effective Time, except as (nw) not make or change any material Tax election, file any amendment to any federal income Tax Return unless required by lawapplicable Law, enter into any closing agreement(x) Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or settle or compromise any material Tax liability; (o) not adjust, split, combine or reclassify its capital stock; (p) not enter into any agreement, understanding or arrangement delayed with respect to clauses (iv), (vi), (viii), (ix), (xiii), (xiv), (xvi), (xviii) or (xix)), (y) expressly disclosed in Section 6.1 of the sale Company Disclosure Letter or voting (z) expressly provided for in this Agreement, the Company shall not and will not permit any of its capital stock; (q) not create any new subsidiaries; (r) except as required by the Merger Agreement, not take any action which could reasonably be expected to adversely affect or delay the ability of any of the parties to obtain any approval of any governmental or regulatory body required to consummate the transactions contemplated thereby; (s) not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than in the ordinary course of business; (t) not enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, methods or procedures except as required by GAAP; (v) except as may 23Subsidiaries to:

Interim Operations. Pursuant (a) Each of the Company and EFIH covenants and agrees as to itself and each of its Subsidiaries (other than the Oncor Entities) that, except (i) as otherwise specifically permitted or required by the provisions of this Agreement and the Plan of Reorganization, (ii) as Parent may approve in writing (such approval, not to be unreasonably withheld, delayed or conditioned), (iii) as is required by any applicable Law or any Governmental Entity; provided that, to the Merger Agreementextent legally permissible, the Company has agreed thator EFIH shall provide prompt written notice to Parent of any such requirement, except (iv) as expressly contemplated set forth in Section 6.1(a) of the Company Disclosure Letter, or (v) as required by the Merger Agreement Bankruptcy Court in the Chapter 11 Cases without any of the E-Side Debtors having requested or agreed applied (or having requested that any of their respective Affiliates make such request or application) for the Bankruptcy Court to impose such requirement (and with the Company and EFIH, to the extent requested by Parent prior to such imposition, having used commercially reasonable efforts to challenge such imposition before the Bankruptcy Court), in writing by Parent, each case after the date hereof and prior to the time the directors earlier of the Parent constitute a majority Termination Date (as defined below) and the Effective Time, each of the Company Board, the Company and EFIH shall, and shall cause each of its their respective Subsidiaries 22 (other than the Oncor Entities) to, (a) conduct its operations business and the Chapter 11 Cases in all material respects according to their ordinary accordance with the Bankruptcy Code and usual course of business in substantially the same manner as conducted prior to the date orders of the Merger Agreement; (b) Bankruptcy Court and use its reasonable best efforts to preserve intact its business organization in all material respects, keep available the services of its executive officers and key employees as a group, subject to changes in the ordinary courseorganizations intact, and maintain satisfactory relationships existing relations and goodwill with Governmental Entities, customers, suppliers, distributorsemployees and business associates. Notwithstanding the foregoing, customers from the date of this Agreement until the earlier of the Termination Date and others having business relationships with them; the Effective Time, except (cA) confer at such times as otherwise specifically permitted or required by the provisions of this Agreement and the Plan of Reorganization, (B) as Parent may reasonably approve in writing (such approval, not to be unreasonably withheld, delayed or conditioned), (C) as is required by any applicable Law or any Governmental Entity, (D) as set forth in Section 6.1(a) of the Company Disclosure Letter, or (E) as required 44 by the Bankruptcy Court in the Chapter 11 Cases without any of the E-Side Debtors having requested or applied (or having requested that any of their respective Affiliates make such request or application) for the Bankruptcy Court to impose such requirement (and with one or more representatives of Parent to report material operational matters the Company and the general status of ongoing operations (in each case EFIH, to the extent requested by Parent reasonably requires prior to such information) imposition, having used commercially reasonable efforts to challenge such imposition before the Bankruptcy Court), each of the Company and consult with Parent regarding material operational decisions; (d) promptly notify Parent of EFIH will not and will not permit any emergency or other change in the normal course of its businesses or in the operation of its properties and of any complaints, investigations or hearings respective Subsidiaries (or communications indicating that the same may be contemplated) of any governmental body or authority; (e) not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock; (f) not, except as otherwise contemplated by the Merger Agreement or as may be required by applicable law, enter into or amend any employment, severance or similar agreements or arrangements with any of their directors or executive officers; (g) not, subject to the provisions described below under the heading "No Solicitation," authorize, announce an intention to authorize, or enter into an agreement with respect to, any merger, consolidation or business combination other than the Merger, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment of any material contract rights, in each case, not in the ordinary course of business; (hOncor Entities) not propose or adopt any amendments to its corporate charter or by-laws, except pursuant to the Merger as provided in the Merger Agreement; (i) not issue any shares of capital stock, except upon exercise of options previously issued pursuant to existing employee plans, programs or arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing on the date of the Merger Agreement, to acquire any shares of its capital stock; (k) not purchase, redeem, or offer to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with the terms of the Merger Agreement, or purchases, redemptions and offers to purchase in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date of the Merger Agreement; (l) not, except as contemplated by the Merger Agreement or as may be required by applicable law, amend in any material respect the terms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by law or the provisions of such benefit plan); (m) not (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunder, (ii) make or enter into any agreement or contract for capital expenditures in excess of $50,000, (iii) enter into any lease for real property in excess of $50,000 or any lease for personal property in excess of $20,000, or (iv) enter into any agreement or contract outside of the ordinary course of business of the Company or any of the Company's subsidiaries that involves performance of services or delivery of goods or materials by or to the Company or any of the Company's subsidiaries of an amount or value in excess of $50,000; (n) not make or change any material Tax election, file any amendment to any federal income Tax Return unless required by law, enter into any closing agreement, or settle or compromise any material Tax liability; (o) not adjust, split, combine or reclassify its capital stock; (p) not enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock; (q) not create any new subsidiaries; (r) except as required by the Merger Agreement, not take any action which could reasonably be expected to adversely affect or delay the ability of any of the parties to obtain any approval of any governmental or regulatory body required to consummate the transactions contemplated thereby; (s) not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than in the ordinary course of business; (t) not enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, methods or procedures except as required by GAAP; (v) except as may 23to:

Interim Operations. Pursuant (a) Prior to the Merger Agreement, the Company has agreed thatEffective Time, except as expressly contemplated by may be set forth in the Merger Agreement Acquisition Corp. Disclosure Letter or agreed to as described in any other provision of this Agreement, unless Artra has consented in writing by Parentthereto, prior to the time the directors of the Parent constitute a majority of the Company Board, the Company WWWX: (i) shall, and shall cause the Acquisition Corp. and each of its Subsidiaries 22 to, (a) to conduct its their respective operations in all material respects according to their usual, regular and ordinary and usual course of business in substantially the same manner as conducted prior to the date of the Merger Agreementcourse; (bii) shall use its reasonable best efforts efforts, and shall cause the Acquisition Corp. and each of its Subsidiaries to use its reasonable efforts, to preserve intact its their assets and business organization in all material respectsorganizations and goodwill, keep available the services of its executive their respective officers and key employees as a group, subject to changes in the ordinary course, and maintain satisfactory relationships with suppliers, distributors, customers and others those persons having business relationships with them; (ciii) confer at such times as Parent may reasonably request with one shall not amend the Articles of Incorporation or more representatives Bylaws or comparable governing instruments of Parent to report material operational matters and the general status Acquisition Corp. or any of ongoing operations (in each case to the extent Parent reasonably requires such information) and consult with Parent regarding material operational decisionsits Subsidiaries; (div) shall promptly notify Parent Artra of any emergency material breach of any representation or warranty contained herein or any WWWX Material Adverse Effect; (v) shall promptly deliver to Artra true and correct copies of all monthly financial statements of WWWX, the Acquisition Corp. and each of its Subsidiaries promptly after the end of each month; (vi) shall not permit the Acquisition Corp. or any of its Subsidiaries to (x) issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other change in the normal course right to acquire any shares of its businesses capital stock or in the operation grant, confer or award any bonuses or other forms of its properties and of cash incentives to any complaintsofficer, investigations director or hearings key employee except consistent with past practice or (or communications indicating that the same may be contemplatedz) of increase any governmental body or authority; (e) not authorize or pay compensation under any dividends on or make any distribution with respect to its outstanding shares of stock; (f) not, except as otherwise contemplated by the Merger Agreement or as may be required by applicable law, enter into or amend any employment, severance or similar agreements or arrangements employment agreement with any of their its present or future officers, directors or executive officers; (g) notemployees, subject to the provisions described below under the heading "No Solicitation," authorizeexcept for normal increases consistent with past practice, announce an intention to authorizegrant any severance or termination pay to, or enter into an any employment or severance agreement with any officer or director or amend any such agreement in any material respect, adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect; (vii) shall not permit the Acquisition Corp. or any of its Subsidiaries, to (x) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of the Acquisition Corp.'s capital stock or other ownership interests or (y) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action; (viii) shall not permit the Acquisition Corp. or any of its Subsidiaries to, sell, lease or otherwise dispose of any mergerof its assets (including capital stock of Subsidiaries) except in the ordinary course of business, consolidation or to acquire any business combination other than or assets; (ix) shall not, and shall not permit the Merger, Acquisition Corp. or any acquisition of a its Subsidiaries to incur any material amount of assets indebtedness for borrowed money or make any loans, advances or capital contributions to, or investments in, any other person other than pursuant to the Loan Agreement, or issue or sell any debt securities, any disposition other than borrowings under existing lines of a material amount of assets or securities or any release or relinquishment of any material contract rights, in each case, not credit in the ordinary course of business; (hx) shall not propose permit the Acquisition Corp. or adopt any amendments to of its corporate charter Subsidiaries to, authorize or by-laws, make capital expenditures except pursuant to the Merger as provided described in the Merger Loan Agreement; (ixi) shall not issue permit the Acquisition Corp. or any shares of capital stockits Subsidiaries to mortgage or otherwise encumber or subject to any lien any of their properties or assets except as would not be reasonably likely to have an Acquisition Corp. Material Adverse Effect; (xii) shall not, and shall not permit the Acquisition Corp. or any of its Subsidiaries to, make any change to its accounting (including tax accounting) methods, principles or practices, except upon exercise of options previously issued pursuant to existing employee plans, programs or arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing on the date of the Merger Agreement, to acquire any shares of its capital stock; (k) not purchase, redeem, or offer to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with the terms of the Merger Agreement, or purchases, redemptions and offers to purchase in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date of the Merger Agreement; (l) not, except as contemplated by the Merger Agreement or as may be required by applicable lawgenerally accepted accounting principles and except, amend in any material respect the terms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course case of business and tax accounting methods, principles or practices, in amounts and in a manner consistent with past practice or as otherwise required by law or the provisions of such benefit plan); (m) not (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunder, (ii) make or enter into any agreement or contract for capital expenditures in excess of $50,000, (iii) enter into any lease for real property in excess of $50,000 or any lease for personal property in excess of $20,000, or (iv) enter into any agreement or contract outside of the ordinary course of business of the Company Acquisition Corp. or any of its Subsidiaries; and (xiii) shall not permit the Company's subsidiaries that involves performance of services or delivery of goods or materials by or to the Company Acquisition Corp. or any of the Company's subsidiaries of an amount or value in excess of $50,000; (n) not make or change any material Tax election, file any amendment its Subsidiaries to any federal income Tax Return unless required by law, enter into any closing agreementjoint venture, production or settle or compromise any material Tax liability; (o) not adjust, split, combine or reclassify its capital stock; (p) not enter into any agreement, understanding or arrangement marketing arrangements without consulting with respect to the sale or voting of its capital stock; (q) not create any new subsidiaries; (r) except as required by the Merger Agreement, not take any action which could reasonably be expected to adversely affect or delay the ability of any of the parties to obtain any approval of any governmental or regulatory body required to consummate the transactions contemplated thereby; (s) not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than in the ordinary course of business; (t) not enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, methods or procedures except as required by GAAP; (v) except as may 23Artra prior thereto.

Interim Operations. Pursuant to During the Merger Agreement, the Company has agreed that, except as expressly contemplated by the Merger Agreement or agreed to in writing by Parent, prior to the time the directors of the Parent constitute a majority of the Company Board, the Company shall, and shall cause each of its Subsidiaries 22 to, (a) conduct its operations in all material respects according to their ordinary and usual course of business in substantially the same manner as conducted prior to period from the date of this Agreement to the Merger Closing Date or the date, if any, on which this Agreement is earlier terminated pursuant to Section 6.1 (except (w) as may be required by Law, (x) with the prior written consent of Buyer which consent shall not be unreasonably withheld, delayed or conditioned, (y) as contemplated or permitted by this Agreement; , or (bz) use reasonable best efforts to preserve intact its as set forth in Section 4.1 of the Disclosure Schedules), the business organization of the Companies and the Company Subsidiaries shall be conducted only in the ordinary course consistent with past practice in all material respects, keep available and, to the services of its executive officers extent consistent therewith, the Sellers and key employees as a group, subject the Companies shall use commercially reasonable efforts to changes in (i) preserve intact the ordinary course, Companies’ and maintain satisfactory the Company Subsidiaries’ current business organization and (ii) preserve the Companies’ and the Company Subsidiaries’ relationships with supplierscustomers, distributorslicensors, customers employees, vendors, banks and financial institutions, and others having business relationships dealings with them; (c) . Subject to compliance with applicable Law, from the date hereof until the earlier to occur of the Closing or the Termination Date, Sellers, the Companies and the Company Subsidiaries will confer at such times as Parent may reasonably request requested by Buyer with one or more representatives of Parent Buyer to report material on operational matters and the general status of the Companies and the Company Subsidiaries’ ongoing business, operations (in each case and finances and will promptly provide to Buyer or its representatives copies of all filings that the Companies and Company Subsidiaries make with any Governmental Entity during such period. Without limiting the generality of the foregoing, prior to the extent Parent reasonably requires such information) and consult with Parent regarding material operational decisions; (d) promptly notify Parent of any emergency or other change in the normal course of its businesses or in the operation of its properties and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any governmental body or authority; (e) not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock; (f) notClosing Date, except as otherwise contemplated by the Merger Agreement or (w) as may be required by applicable lawLaw, enter into or amend any employment, severance or similar agreements or arrangements with any of their directors or executive officers; (gx) not, subject to the provisions described below under the heading "No Solicitation," authorize, announce an intention to authorize, or enter into an agreement with respect to, any merger, consolidation or business combination other than the Merger, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment of any material contract rights, in each case, not in the ordinary course of business; (h) not propose or adopt any amendments to its corporate charter or by-laws, except pursuant to the Merger as provided in the Merger Agreement; (i) not issue any shares of capital stock, except upon exercise of options previously issued pursuant to existing employee plans, programs or arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing on the date of the Merger Agreement, to acquire any shares of its capital stock; (k) not purchase, redeem, or offer to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with the terms prior written consent of the Merger Buyer which consent shall not be unreasonably withheld, delayed or conditioned, (y) as contemplated or permitted by this Agreement, or purchases, redemptions and offers to purchase (z) as set forth in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date Section 4.1 of the Merger Agreement; (l) Disclosure Schedules, the Companies and the Company Subsidiaries will not, except as contemplated by and the Merger Agreement or as may be required by applicable law, amend in any material respect Sellers will not cause the terms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by law Companies or the provisions of such benefit plan); (m) not (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunder, (ii) make or enter into any agreement or contract for capital expenditures in excess of $50,000, (iii) enter into any lease for real property in excess of $50,000 or any lease for personal property in excess of $20,000, or (iv) enter into any agreement or contract outside of the ordinary course of business of the Company or any of the Company's subsidiaries that involves performance of services or delivery of goods or materials by or to the Company or any of the Company's subsidiaries of an amount or value in excess of $50,000; (n) not make or change any material Tax election, file any amendment to any federal income Tax Return unless required by law, enter into any closing agreement, or settle or compromise any material Tax liability; (o) not adjust, split, combine or reclassify its capital stock; (p) not enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock; (q) not create any new subsidiaries; (r) except as required by the Merger Agreement, not take any action which could reasonably be expected to adversely affect or delay the ability of any of the parties to obtain any approval of any governmental or regulatory body required to consummate the transactions contemplated thereby; (s) not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than in the ordinary course of business; (t) not enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, methods or procedures except as required by GAAP; (v) except as may 23Subsidiaries to:

Interim Operations. Pursuant (a) Each of the Company and EFIH covenants and agrees as to itself and each of its Subsidiaries (other than the Oncor Entities) that, except (i) as otherwise specifically permitted or required by the provisions of this Agreement and the Plan of Reorganization, (ii) as Parent may approve in writing (such approval, not to be unreasonably withheld, delayed or conditioned), (iii) as is required by any applicable Law or any Governmental Entity; provided that, to the Merger Agreementextent legally permissible, the Company has agreed thator EFIH shall provide prompt written notice to Parent of any such requirement; (iv) as set forth in Section 6.1(a) of the Company Disclosure Letter, except or (v) as expressly contemplated required by the Merger Agreement Bankruptcy Court in the Chapter 11 Cases without any of the E-Side Debtors having requested or agreed applied (or having requested that any of their respective Affiliates make such request or application) for the Bankruptcy Court to impose such requirement (and with the Company and EFIH, to the extent requested by Parent prior to such imposition, having used commercially reasonable efforts to challenge such imposition before the Bankruptcy Court), in writing by Parent, each case after the date hereof and prior to the time the directors earlier of the Parent constitute a majority Termination Date (as defined below) and the Effective Time, each of the Company Board, the Company and EFIH shall, and shall cause each of its their respective Subsidiaries 22 (other than the Oncor Entities) to, (a) conduct its operations business and the Chapter 11 Cases in all material respects according to their ordinary accordance with the Bankruptcy Code and usual course of business in substantially the same manner as conducted prior to the date orders of the Merger Agreement; (b) Bankruptcy Court and use its reasonable best efforts to preserve intact its business organization in all material respects, keep available the services of its executive officers and key employees as a group, subject to changes in the ordinary courseorganizations intact, and maintain satisfactory relationships existing relations and goodwill with Governmental Entities, customers, suppliers, distributorsemployees and business associates. Notwithstanding the foregoing, customers from the date of this Agreement until the earlier of the Termination Date and others having business relationships with them; the Effective Time, except (cA) confer at such times as otherwise specifically permitted or required by the provisions of this Agreement and the Plan of Reorganization, (B) as Parent may reasonably request with one approve in writing (such approval, not to be unreasonably withheld, delayed or more representatives of Parent to report material operational matters and the general status of ongoing operations conditioned), (in each case to the extent Parent reasonably requires such informationC) and consult with Parent regarding material operational decisions; (d) promptly notify Parent of any emergency or other change in the normal course of its businesses or in the operation of its properties and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any governmental body or authority; (e) not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock; (f) not, except as otherwise contemplated by the Merger Agreement or as may be is required by any applicable law, enter into or amend any employment, severance or similar agreements or arrangements with any of their directors or executive officers; (g) not, subject to the provisions described below under the heading "No Solicitation," authorize, announce an intention to authorize, or enter into an agreement with respect to, any merger, consolidation or business combination other than the Merger, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities Law or any release or relinquishment of any material contract rights, in each case, not in the ordinary course of business; (h) not propose or adopt any amendments to its corporate charter or by-laws, except pursuant to the Merger as provided in the Merger Agreement; (i) not issue any shares of capital stock, except upon exercise of options previously issued pursuant to existing employee plans, programs or arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing on the date of the Merger Agreement, to acquire any shares of its capital stock; (k) not purchase, redeem, or offer to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with the terms of the Merger Agreement, or purchases, redemptions and offers to purchase in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date of the Merger Agreement; (l) not, except as contemplated by the Merger Agreement or as may be required by applicable law, amend in any material respect the terms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by law or the provisions of such benefit plan); (m) not (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunderGovernmental Entity, (iiD) make or enter into any agreement or contract for capital expenditures as set forth in excess of $50,000, (iiiSection 6.1(a) enter into any lease for real property in excess of $50,000 or any lease for personal property in excess of $20,000, or (iv) enter into any agreement or contract outside of the ordinary course of business of the Company Disclosure Letter or any of the Company's subsidiaries that involves performance of services or delivery of goods or materials by or to the Company or any of the Company's subsidiaries of an amount or value in excess of $50,000; (nE) not make or change any material Tax election, file any amendment to any federal income Tax Return unless required by law, enter into any closing agreement, or settle or compromise any material Tax liability; (o) not adjust, split, combine or reclassify its capital stock; (p) not enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock; (q) not create any new subsidiaries; (r) except as required by the Merger Agreement, not take any action which could reasonably be expected to adversely affect or delay Bankruptcy Court in the ability of Chapter 11 Cases without any of the parties E-Side Debtors having requested or applied (or having requested that any of their respective Affiliates make such request or application) for the Bankruptcy Court to obtain impose such requirement (and with the Company and EFIH, to the extent requested by Parent prior to such imposition, having used commercially reasonable efforts to challenge such imposition before the Bankruptcy Court), each of the Company and EFIH will not and will not permit any approval of any governmental or regulatory body required to consummate the transactions contemplated thereby; its respective Subsidiaries (s) not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than in the ordinary course of business; (tOncor Entities) not enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, methods or procedures except as required by GAAP; (v) except as may 23to:

Interim Operations. Pursuant (a) From the date of this Agreement until the earlier of (x) the date of initial purchase by Offer Sub of Common Shares pursuant to the Merger Agreement, Offer and (y) the Company has agreed thatdate of termination of this Agreement pursuant to Section 6.1 hereof, except as expressly contemplated by the Merger Agreement or agreed to set forth in writing by Parent, prior to the time the directors of the Parent constitute a majority Section 5.2 of the Company BoardDisclosure Letter, unless Purchaser has consented thereto (which consent shall not be unreasonably withheld or delayed), the Company shall, and shall cause each of its Subsidiaries 22 to, (ai) to the extent not inconsistent with the Company's obligations under any other section of this Agreement or under any Ancillary Document, conduct its operations in all material respects according to their its ordinary and usual course of business in substantially the same manner as conducted prior consistent with past practice; (ii) to the date extent not inconsistent with the Company's obligations under any other section of the Merger Agreement; (b) this Agreement or under any Ancillary Document, use commercially reasonable best efforts to preserve intact its business organization in all material respectsorganizations and goodwill, keep available the services of its executive officers and key employees as a group, subject to changes in the ordinary courseemployees, and maintain satisfactory relationships with suppliers, distributors, customers and others those persons having business relationships with them; (ciii) confer at upon the discovery thereof, promptly notify Purchaser of the existence of any breach of any representation or warranty contained herein (or, in the case of any representation or warranty that makes no reference to Material Adverse Effect, any breach of such times as Parent may reasonably request with one representation or more representatives warranty in any material respect) or the occurrence of Parent any event that would cause any representation or warranty contained herein no longer to report be true and correct (or, in the case of any representation or warranty that makes no reference to Material Adverse Effect, to no longer be true and correct in any material operational matters and the general status of ongoing operations (in each case to the extent Parent reasonably requires such information) and consult with Parent regarding material operational decisionsrespect); (div) promptly notify Parent deliver to Purchaser true and correct copies of any emergency report, statement or other change in schedule filed with the normal course of its businesses or in the operation of its properties and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any governmental body or authority; (e) not authorize or pay any dividends on or make any distribution with respect SEC subsequent to its outstanding shares of stock; (f) not, except as otherwise contemplated by the Merger Agreement or as may be required by applicable law, enter into or amend any employment, severance or similar agreements or arrangements with any of their directors or executive officers; (g) not, subject to the provisions described below under the heading "No Solicitation," authorize, announce an intention to authorize, or enter into an agreement with respect to, any merger, consolidation or business combination other than the Merger, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment of any material contract rights, in each case, not in the ordinary course of business; (h) not propose or adopt any amendments to its corporate charter or by-laws, except pursuant to the Merger as provided in the Merger Agreement; (i) not issue any shares of capital stock, except upon exercise of options previously issued pursuant to existing employee plans, programs or arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing on the date of this Agreement; and (v) prior to the Merger Agreement, to acquire any shares of its capital stock; (k) not purchase, redeem, or offer to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with the terms consummation of the Merger Agreement, or purchases, redemptions Offer cause (x) all outstanding indebtedness for borrowed money due and offers to purchase in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date of the Merger Agreement; (l) not, except as contemplated by the Merger Agreement or as may be required by applicable law, amend in any material respect the terms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by law or the provisions of such benefit plan); (m) not (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunder, (ii) make or enter into any agreement or contract for capital expenditures in excess of $50,000, (iii) enter into any lease for real property in excess of $50,000 or any lease for personal property in excess of $20,000, or (iv) enter into any agreement or contract outside of the ordinary course of business of the Company or any of the Company's subsidiaries that involves performance of services or delivery of goods or materials by or payable to the Company or any of the Company's subsidiaries Subsidiaries from any officers, directors or affiliates thereof to be repaid and (y) all related notes and instruments of an amount indebtedness to be canceled and terminated without any cost or value in excess of $50,000; (n) not make or change any material Tax election, file any amendment to any federal income Tax Return unless required by law, enter into any closing agreement, or settle or compromise any material Tax liability; (o) not adjust, split, combine or reclassify its capital stock; (p) not enter into any agreement, understanding or arrangement with respect penalty to the sale Company or voting of its capital stock; (q) not create any new subsidiaries; (r) except as required by the Merger Agreement, not take any action which could reasonably be expected to adversely affect or delay the ability of any of the parties to obtain any approval of any governmental or regulatory body required to consummate the transactions contemplated thereby; (s) not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than in the ordinary course of business; (t) not enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, methods or procedures except as required by GAAP; (v) except as may 23Subsidiaries.

Interim Operations. Pursuant (a) Prior to the Merger Agreement, the Company has agreed thatEffective Time, except as expressly contemplated by may be set forth in the Merger Agreement Acquisition Corp. Disclosure Letter or agreed to as described in any other provision of this Agreement, unless Artra has consented in writing by Parentthereto, prior to the time the directors of the Parent constitute a majority of the Company Board, the Company WWWX: (i) shall, and shall cause the Acquisition Corp. and each of its Subsidiaries 22 to, (a) to conduct its their respective operations in all material respects according to their usual, regular and ordinary and usual course of business in substantially the same manner as conducted prior to the date of the Merger Agreementcourse; (bii) shall use its reasonable best efforts efforts, and shall cause the Acquisition Corp. and each of its Subsidiaries to use its reasonable efforts, to preserve intact its their assets and business organization in all material respectsorganizations and goodwill, keep available the services of its executive their respective officers and key employees as a group, subject to changes in the ordinary course, and maintain satisfactory relationships with suppliers, distributors, customers and others those persons having business relationships with them; (ciii) confer at such times as Parent may reasonably request with one shall not amend the Articles of Incorporation or more representatives Bylaws or comparable governing instruments of Parent to report material operational matters and the general status Acquisi tion Corp. or any of ongoing operations (in each case to the extent Parent reasonably requires such information) and consult with Parent regarding material operational decisionsits Subsidiaries; (div) shall promptly notify Parent Artra of any emergency material breach of any representation or warranty contained herein or any WWWX Material Adverse Effect; (v) shall promptly deliver to Artra true and correct copies of all monthly financial statements of WWWX, the Acquisition Corp. and each of its Subsidiaries promptly after the end of each month; (vi) shall not permit the Acquisition Corp. or any of its Subsidiaries to (x) issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other change in the normal course right to acquire any shares of its businesses capital stock or in the operation grant, confer or award any bonuses or other forms of its properties and of cash incentives to any complaintsofficer, investigations director or hearings key employee except consistent with past practice or (or communications indicating that the same may be contemplatedz) of increase any governmental body or authority; (e) not authorize or pay compensation under any dividends on or make any distribution with respect to its outstanding shares of stock; (f) not, except as otherwise contemplated by the Merger Agreement or as may be required by applicable law, enter into or amend any employment, severance or similar agreements or arrangements employment agreement with any of their its present or future officers, directors or executive officers; (g) notemployees, subject to the provisions described below under the heading "No Solicitation," authorizeexcept for normal increases consistent with past practice, announce an intention to authorizegrant any severance or termination pay to, or enter into an any employment or severance agreement with any officer or director or amend any such agreement in any material respect, adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect; (vii) shall not permit the Acquisition Corp. or any of its Subsidiaries, to (x) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of the Acquisition Corp.'s capital stock or other ownership interests or (y) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiar ies, or make any commitment for any such action; (viii) shall not permit the Acquisition Corp. or any of its Subsidiaries to, sell, lease or otherwise dispose of any mergerof its assets (including capital stock of Subsidiaries) except in the ordinary course of business, consolidation or to acquire any business combination other than or assets; (ix) shall not, and shall not permit the Merger, Acquisition Corp. or any acquisition of a its Subsidiaries to incur any material amount of assets indebtedness for borrowed money or make any loans, advances or capital contributions to, or investments in, any other person other than pursuant to the Loan Agreement, or issue or sell any debt securities, any disposition other than borrowings under existing lines of a material amount of assets or securities or any release or relinquishment of any material contract rights, in each case, not credit in the ordinary course of business; (hx) shall not propose permit the Acquisition Corp. or adopt any amendments to of its corporate charter Subsidiaries to, authorize or by-laws, make capital expenditures except pursuant to the Merger as provided described in the Merger Loan Agreement; (ixi) shall not issue permit the Acquisition Corp. or any shares of capital stockits Subsidiaries to mortgage or otherwise encumber or subject to any lien any of their properties or assets except as would not be reasonably likely to have an Acquisition Corp. Material Adverse Effect; (xii) shall not, and shall not permit the Acquisition Corp. or any of its Subsidiaries to, make any change to its accounting (including tax accounting) methods, principles or practices, except upon exercise of options previously issued pursuant to existing employee plans, programs or arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing on the date of the Merger Agreement, to acquire any shares of its capital stock; (k) not purchase, redeem, or offer to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with the terms of the Merger Agreement, or purchases, redemptions and offers to purchase in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date of the Merger Agreement; (l) not, except as contemplated by the Merger Agreement or as may be required by applicable lawgenerally accepted accounting principles and except, amend in any material respect the terms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course case of business and tax accounting methods, principles or practices, in amounts and in a manner consistent with past practice or as otherwise required by law or the provisions of such benefit plan); (m) not (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunder, (ii) make or enter into any agreement or contract for capital expenditures in excess of $50,000, (iii) enter into any lease for real property in excess of $50,000 or any lease for personal property in excess of $20,000, or (iv) enter into any agreement or contract outside of the ordinary course of business of the Company Acquisition Corp. or any of its Subsidiaries; and (xiii) shall not permit the Company's subsidiaries that involves performance of services or delivery of goods or materials by or to the Company Acquisition Corp. or any of the Company's subsidiaries of an amount or value in excess of $50,000; (n) not make or change any material Tax election, file any amendment its Subsidiaries to any federal income Tax Return unless required by law, enter into any closing agreementjoint venture, production or settle or compromise any material Tax liability; (o) not adjust, split, combine or reclassify its capital stock; (p) not enter into any agreement, understanding or arrangement marketing arrangements without consulting with respect to the sale or voting of its capital stock; (q) not create any new subsidiaries; (r) except as required by the Merger Agreement, not take any action which could reasonably be expected to adversely affect or delay the ability of any of the parties to obtain any approval of any governmental or regulatory body required to consummate the transactions contemplated thereby; (s) not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than in the ordinary course of business; (t) not enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, methods or procedures except as required by GAAP; (v) except as may 23Artra prior thereto.

Interim Operations. Pursuant to the Merger Agreement, the Company has agreed that, except as expressly contemplated by the Merger Agreement or agreed to in writing by Parent, prior to the time the directors of the Parent constitute a majority of the Company Board, the (a) The Company shall, and shall cause each of its Subsidiaries 22 to, (a) conduct its operations in all material respects according to their ordinary from and usual course of business in substantially the same manner as conducted prior to after the date of this Agreement until the Merger Agreement; (b) use reasonable best efforts to preserve intact its business organization in all material respects, keep available earlier of the services of its executive officers and key employees as a group, subject to changes in the ordinary course, and maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with them; (c) confer at such times as Parent may reasonably request with one or more representatives of Parent to report material operational matters Effective Time and the general status termination of ongoing operations this Agreement in accordance with Article IX (the “Interim Period”) (unless Parent shall otherwise approve in each case writing (such approval not to the extent Parent reasonably requires such information) and consult with Parent regarding material operational decisions; (d) promptly notify Parent of any emergency be unreasonably withheld, conditioned or other change in the normal course of its businesses or in the operation of its properties and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any governmental body or authority; (e) not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock; (f) notdelayed), except as otherwise contemplated expressly required by the Merger this Agreement or as may be required by applicable law, enter into or amend any employment, severance or similar agreements or arrangements with any of their directors or executive officers; (g) not, subject to the provisions described below under the heading "No Solicitation," authorize, announce an intention to authorize, or enter into an agreement with respect to, any merger, consolidation or business combination other than the Merger, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment of any material contract rights, in each case, not in the ordinary course of business; (h) not propose or adopt any amendments to its corporate charter or by-laws, except pursuant to the Merger as provided in the Merger Agreement; (i) not issue any shares of capital stock, except upon exercise of options previously issued pursuant to existing employee plans, programs or arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing on the date of the Merger Agreement, to acquire any shares of its capital stock; (k) not purchase, redeem, or offer to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with the terms of the Merger Agreement, or purchases, redemptions and offers to purchase in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date of the Merger Agreement; (l) not, except as contemplated by the Merger Agreement or as may be required by applicable law, amend in any material respect the terms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by law or the provisions of such benefit plan); (m) not (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunder, (ii) make or enter into any agreement or contract for capital expenditures in excess of $50,000, (iii) enter into any lease for real property in excess of $50,000 or any lease for personal property in excess of $20,000, or (iv) enter into any agreement or contract outside of the ordinary course of business of the Company or any of the Company's subsidiaries that involves performance of services or delivery of goods or materials by or to the Company or any of the Company's subsidiaries of an amount or value in excess of $50,000; (n) not make or change any material Tax election, file any amendment to any federal income Tax Return unless required by law, enter into any closing agreement, or settle or compromise any material Tax liability; (o) not adjust, split, combine or reclassify its capital stock; (p) not enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock; (q) not create any new subsidiaries; (r) except as required by applicable Law), conduct its business in the Merger Ordinary Course of Business and use commercially reasonable efforts to conduct its business in accordance with applicable Law, to the extent consistent with the foregoing, shall use and cause each of its Subsidiaries to use their respective commercially reasonable efforts to maintain its and its Subsidiaries’ business and assets and relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, employees, agents and business associates; provided that, the Company and its Subsidiaries shall be permitted to take commercially reasonable actions as reasonably required to comply with COVID-19 Measures (provided, further that to the extent reasonably practicable, in connection with taking any such actions which would otherwise be prohibited by any provision of this Agreement, the Company shall provide advance notice to Parent (and if advance notice is not take reasonably practicable, shall provide notice to Parent promptly following the taking of any action which could such actions) and reasonably consult in good faith with Parent with respect thereto). Without limiting the generality of and in furtherance of the foregoing sentence, during the Interim Period, except as otherwise expressly contemplated or required by this Agreement, required by applicable Law, as approved in writing by Parent (such approval not to be expected to adversely affect unreasonably withheld, conditioned or delayed, except that Parent may withhold, condition or delay approval of actions contemplated by Section 7.1(a)(iii) or Section 7.1(a)(iv) in Parent’s sole discretion), or set forth in the ability corresponding subsection of any Section 7.1(a) of the parties to obtain any approval of any governmental or regulatory body required to consummate Company Disclosure Letter, the transactions contemplated thereby; (s) Company shall not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than in the ordinary course of business; (t) and shall cause its Subsidiaries not enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, methods or procedures except as required by GAAP; (v) except as may 23to:

Interim Operations. Pursuant to the Merger Agreement, the Company has agreed that, except as expressly contemplated by the Merger Agreement or agreed to in writing by Parent, prior to the time the directors of the Parent constitute a majority of the Company Board, the (a) The Company shall, and shall cause each of its Subsidiaries 22 to, from and after the execution and delivery of this Agreement and prior to the Effective Time (a) conduct its operations unless Parent shall otherwise approve in writing (such approval not to be unreasonably conditioned, withheld or delayed)), and except as otherwise contemplated by this Agreement or as is required by a Governmental Entity or applicable Law, comply in all material respects according to their ordinary with all applicable Laws and usual course the requirements of all Material Contracts, conduct its business in substantially all material respects in the same manner as conducted prior Ordinary Course of Business and, in connection therewith, shall use and cause each of its Subsidiaries to the date of the Merger Agreement; (b) use their respective commercially reasonable best efforts to preserve intact its and its Subsidiaries’ business organization in all material respectsorganizations substantially intact, maintain its and its Subsidiaries’ existing relations and goodwill with Governmental Entities, customers, consultants, licensors, licensees, creditors, lessors, employees and business associates having significant business dealings with them, keep available the services of its executive officers and its Subsidiaries’ key present employees as a groupand agents, subject to changes in the ordinary course, preserve and maintain satisfactory relationships the assets utilized in connection with suppliersthe business of the Company and its Subsidiaries, distributorsmaintain in effect all Governmental Authorizations and keep in full force and effect all material Insurance Policies maintained by the Company and its Subsidiaries; provided, customers and others having business relationships with them; (c) confer at such times as Parent may reasonably request with one however, that no action taken or more representatives of Parent failed to report material operational matters and be taken by the general status of ongoing operations (in each case to the extent Parent reasonably requires such information) and consult with Parent regarding material operational decisions; (d) promptly notify Parent of Company or any emergency or other change in the normal course of its businesses or in the operation of its properties and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any governmental body or authority; (e) not authorize or pay any dividends on or make any distribution Subsidiaries with respect to its outstanding shares the matters specifically addressed by clauses (i) through (xxix) of stock; this Section 7.1(a) shall be deemed a breach of this Section 7.1(a) unless such action would constitute a breach of such clauses (fi) notthrough (xxix). Without limiting the generality of and in furtherance of the foregoing sentence, from the execution and delivery of this Agreement until the Effective Time, except as otherwise contemplated by the Merger Agreement or as may be this Agreement, required by a Governmental Entity or applicable lawLaw, enter into approved in writing by Parent (such approval not to be unreasonably conditioned, withheld or amend any employment, severance delayed) or similar agreements or arrangements with any of their directors or executive officers; (gset forth in Section 7.1(a) not, subject to the provisions described below under the heading "No Solicitation," authorize, announce an intention to authorize, or enter into an agreement with respect to, any merger, consolidation or business combination other than the Merger, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment of any material contract rights, in each case, not in the ordinary course of business; (h) not propose or adopt any amendments to its corporate charter or by-laws, except pursuant to the Merger as provided in the Merger Agreement; (i) not issue any shares of capital stock, except upon exercise of options previously issued pursuant to existing employee plans, programs or arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing on the date of the Merger Agreement, to acquire any shares of its capital stock; (k) not purchase, redeem, or offer to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with the terms of the Merger Agreement, or purchases, redemptions and offers to purchase in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date of the Merger Agreement; (l) not, except as contemplated by the Merger Agreement or as may be required by applicable law, amend in any material respect the terms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by law or the provisions of such benefit plan); (m) not (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunder, (ii) make or enter into any agreement or contract for capital expenditures in excess of $50,000, (iii) enter into any lease for real property in excess of $50,000 or any lease for personal property in excess of $20,000, or (iv) enter into any agreement or contract outside of the ordinary course of business of the Company or Disclosure Letter, the Company shall not and shall not permit any of the Company's subsidiaries that involves performance of services or delivery of goods or materials by or to the Company or any of the Company's subsidiaries of an amount or value in excess of $50,000; (n) not make or change any material Tax election, file any amendment to any federal income Tax Return unless required by law, enter into any closing agreement, or settle or compromise any material Tax liability; (o) not adjust, split, combine or reclassify its capital stock; (p) not enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock; (q) not create any new subsidiaries; (r) except as required by the Merger Agreement, not take any action which could reasonably be expected to adversely affect or delay the ability of any of the parties to obtain any approval of any governmental or regulatory body required to consummate the transactions contemplated thereby; (s) not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than in the ordinary course of business; (t) not enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, methods or procedures except as required by GAAP; (v) except as may 23Subsidiaries to:

Interim Operations. Pursuant (a) The Company covenants and agrees as to the Merger Agreement, the Company has agreed itself and its Subsidiaries that, except as expressly contemplated by after the Merger date of this Agreement or agreed to in writing by Parent, and prior to the time Company Merger Effective Time or the directors earlier termination of this Agreement in accordance with ARTICLE VIII (unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), and except as otherwise expressly permitted by this Agreement, actions taken in accordance with the Parent constitute a majority Pre- Closing Restructuring or Modified Pre-Closing Restructuring or as required by applicable Laws), the business of the Company Board, the Company shall, and shall cause each of its Subsidiaries 22 to, (a) conduct its operations shall be conducted in all material respects according to their the ordinary and usual course of business in substantially course, consistent with past practice, and the same manner as conducted prior to the date of the Merger Agreement; (b) Company and its Subsidiaries shall use their respective reasonable best efforts to preserve intact its their respective current business organization in all organizations, their goodwill and relationships with Governmental Entities, tenants, creditors and others having material respectsbusiness dealings with them, keep available and the services of its executive officers and key employees as a group, subject to changes in the ordinary course, and maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with themtheir respective present officers; (c) confer at such times as Parent may reasonably request with one or more representatives of Parent to report material operational matters and the general status of ongoing operations (in each case provided that this Section 6.1 shall not apply to the extent Parent reasonably requires such information) and consult with Parent regarding material operational decisions; (d) promptly notify Parent actions of any emergency GWP JV Limited Partnership or other change in the normal course of its businesses or in the operation of its properties and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any governmental body or authority; (e) not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock; (f) not, except as otherwise contemplated subsidiaries approved by the Merger limited partners thereof in accordance with its Amended and Restated Limited Partnership Agreement or as may be required taken by applicable law, enter into or amend any employment, severance or similar agreements or arrangements with any of their directors or executive officers; (g) not, subject to the provisions described below under the heading "No Solicitation," authorize, announce an intention to authorize, or enter into an agreement with respect to, any merger, consolidation or business combination other than the Merger, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment of any material contract rights, in each case, not in the ordinary course of business; (h) not propose or adopt any amendments to its corporate charter or by-laws, except pursuant to the Merger as provided in the Merger Agreement; (i) not issue any shares of capital stock, except upon exercise of options previously issued pursuant to existing employee plans, programs or arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing on the date of the Merger Agreement, to acquire any shares of its capital stock; (k) not purchase, redeem, or offer to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options such subsidiary in accordance with the terms organizational documents of such subsidiary. Without limiting the Merger Agreementgenerality of, or purchasesand in furtherance of, redemptions and offers to purchase in the ordinary course of business in connection with employee incentive and benefit plansforegoing, programs or arrangements in existence on from the date of this Agreement until the Company Merger Agreement; (l) notEffective Time or the earlier termination of this Agreement in accordance with ARTICLE VIII, except (A) as contemplated otherwise expressly permitted or required by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed, and which shall not exceed five (5) business days following the Merger Agreement date of request for approval by Parent accompanied by all information reasonably necessary for Parent to evaluate such request), (C) any actions taken in accordance with the Pre-Closing Restructuring or Modified Pre-Closing Restructuring or (D) as may be required by applicable lawLaws, amend in the Company will not and will not permit any material respect the terms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by law or the provisions of such benefit plan); (m) not (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunder, (ii) make or enter into any agreement or contract for capital expenditures in excess of $50,000, (iii) enter into any lease for real property in excess of $50,000 or any lease for personal property in excess of $20,000, or (iv) enter into any agreement or contract outside of the ordinary course of business of the Company or any of the Company's subsidiaries that involves performance of services or delivery of goods or materials by or to the Company or any of the Company's subsidiaries of an amount or value in excess of $50,000; (n) not make or change any material Tax election, file any amendment to any federal income Tax Return unless required by law, enter into any closing agreement, or settle or compromise any material Tax liability; (o) not adjust, split, combine or reclassify its capital stock; (p) not enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock; (q) not create any new subsidiaries; (r) except as required by the Merger Agreement, not take any action which could reasonably be expected to adversely affect or delay the ability of any of the parties to obtain any approval of any governmental or regulatory body required to consummate the transactions contemplated thereby; (s) not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than in the ordinary course of business; (t) not enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, methods or procedures except as required by GAAP; (v) except as may 23Subsidiaries to:

Interim Operations. Pursuant to the Merger Agreement, the The Company has agreed covenants and agrees that, except as expressly contemplated by after the Merger Agreement or agreed to in writing by Parent, date hereof and prior to the time the directors earlier of the Parent constitute a majority Effective Time and the date, if any, of which this Agreement is earlier terminated pursuant to Article VI, its business and the Company Board, the Company shall, and shall cause each business of its Subsidiaries 22 to, (a) conduct its operations in all material respects according to their ordinary and usual course of business in substantially the same manner as shall be conducted prior to the date of the Merger Agreement; (b) use reasonable best efforts to preserve intact its business organization in all material respects, keep available the services of its executive officers and key employees as a group, subject to changes in the ordinary course, and maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with them; (c) confer at such times as Parent may reasonably request with one or more representatives of Parent to report material operational matters and the general status of ongoing operations (in each case to the extent Parent reasonably requires such information) and consult with Parent regarding material operational decisions; (d) promptly notify Parent of any emergency or other change in the normal course of its businesses or in the operation of its properties and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any governmental body or authority; (e) not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock; (f) not, except as otherwise contemplated by the Merger Agreement or as may be required by applicable law, enter into or amend any employment, severance or similar agreements or arrangements with any of their directors or executive officers; (g) not, subject to the provisions described below under the heading "No Solicitation," authorize, announce an intention to authorize, or enter into an agreement with respect to, any merger, consolidation or business combination other than the Merger, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment of any material contract rights, in each case, not in the ordinary course of business; (h) not propose or adopt any amendments to its corporate charter or by-laws, except pursuant to the Merger as provided in the Merger Agreement; (i) not issue any shares of capital stock, except upon exercise of options previously issued pursuant to existing employee plans, programs or arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing on the date of the Merger Agreement, to acquire any shares of its capital stock; (k) not purchase, redeem, or offer to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with the terms of the Merger Agreement, or purchases, redemptions and offers to purchase in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date of the Merger Agreement; (l) not, except as contemplated by the Merger Agreement or as may be required by applicable law, amend in any material respect the terms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course of business and in amounts and in a manner consistent with past practice practice. To the extent consistent with the foregoing sentence, the Company and its Subsidiaries shall use their respective commercially reasonable efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of the Company and its Subsidiaries. Nothing in the foregoing sentences shall prohibit or as otherwise required by law or restrict the provisions Company and its Subsidiaries from taking any of such benefit plan); (m) not the following actions: (i) enter into actions approved by Parent in writing (which approval shall not be unreasonably delayed, and Parent agrees to consider in good faith any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any actions to be taken by the Company credit facility to increase for which such approval is being sought from Parent by the amount that may be borrowed thereunderCompany), (ii) make any action expressly required or enter into any agreement or contract for capital expenditures in excess of $50,000, expressly not prohibited by this Agreement; and (iii) enter into any lease for real property in excess of $50,000 or action required by Law (including any lease for personal property in excess of $20,000, or (iv) enter into any agreement or contract outside requirement of the ordinary course SEC). Without limiting the generality of business the foregoing and in furtherance thereof, from the date hereof until the earlier of the Effective Time and the date, if any, on which this Agreement is earlier terminated pursuant to Article VI, except (A) as otherwise expressly required or expressly not prohibited by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably delayed and Parent agrees to consider in good faith any actions to be taken by the Company for which such approval is being sought from Parent by the Company), (C) as set forth in Section 3.1 of the Company Disclosure Letter or any of the Company's subsidiaries that involves performance of services or delivery of goods or materials by or to the Company or any of the Company's subsidiaries of an amount or value in excess of $50,000; (nD) not make or change any material Tax election, file any amendment to any federal income Tax Return unless required by law, enter into any closing agreement, or settle or compromise any material Tax liability; (o) not adjust, split, combine or reclassify its capital stock; (p) not enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock; (q) not create any new subsidiaries; (r) except as required by the Merger Agreement, not take any action which could reasonably be expected to adversely affect or delay the ability of applicable Laws (including any requirement of the parties to obtain any approval of any governmental or regulatory body required to consummate SEC), the transactions contemplated thereby; (s) Company will not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than in the ordinary course of business; (t) and will not enter into any financial derivative contracts; (u) not change in any material respect permit its accounting policies, methods or procedures except as required by GAAP; (v) except as may 23Subsidiaries to:

Interim Operations. Pursuant (a) Except (i) as set forth in Section 5.1(a) of the Company Disclosure Letter, (ii) as expressly required by this Agreement, (iii) as required by applicable Law, or (iv) as otherwise consented to the Merger Agreementin advance by Parent in writing (which approval shall not be unreasonably withheld, conditioned or delayed), the Company has agreed covenants and agrees that, except as expressly contemplated by during the Merger Agreement or agreed to in writing by Parent, prior to period from the time date hereof until the directors earlier of the Parent constitute a majority Closing and the termination of the Company Boardthis Agreement pursuant to Article VII, the Company shall, and shall cause each of its Subsidiaries 22 to, (a) conduct its operations in all material respects according to their ordinary and usual course of business in substantially the same manner as conducted prior Ordinary Course, including, to the date of the Merger Agreement; (b) use extent consistent therewith, by using commercially reasonable best efforts to preserve substantially intact its business organization in all material respectsorganization, goodwill and assets, keep available the services of its executive officers and key employees as a group, subject to changes in the ordinary course, current Employees and maintain satisfactory relationships existing relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, vendors, distributors, customers creditors, lessors and others having with which it has substantial business relationships with them; relations. (cb) confer at such times Without limiting the generality of and in furtherance of the foregoing, except (w) as Parent may reasonably request with one or more representatives of Parent to report material operational matters and the general status of ongoing operations (in each case to the extent Parent reasonably requires such information) and consult with Parent regarding material operational decisions; (d) promptly notify Parent of any emergency or other change set forth in the normal course corresponding subsection of its businesses or in the operation of its properties and of any complaints, investigations or hearings (or communications indicating that the same may be contemplatedSection 5.1(b) of any governmental body or authority; the Company Disclosure Letter, (ex) not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock; as expressly required by this Agreement, (fy) not, except as otherwise contemplated by the Merger Agreement or as may be required by applicable lawLaw, or (z) as otherwise consented to in advance by Parent in writing (which approval shall not be unreasonably withheld, conditioned or delayed), the Company covenants and agrees that, during the period from the date hereof until the earlier of the Closing and the termination of this Agreement pursuant to Article VII, the Company shall not, and shall cause each of its Subsidiaries not to: (i) amend or propose to amend its Organizational Documents; (ii) merge or consolidate with any other Person or enter into or amend any employment, severance or similar agreements or arrangements with imposing material changes or restrictions on its assets, operations or businesses; (iii) transfer, sell, lease, divest, cancel or otherwise dispose of, or permit or suffer to exist the creation of any Lien upon, any assets (tangible or intangible), product lines or businesses of it or any of their directors or executive officers; (g) notits Subsidiaries, subject to the provisions described below under the heading "No Solicitation," authorize, announce an intention to authorize, or enter into an agreement with respect to, any merger, consolidation or business combination other than the Merger, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment including capital stock of any material contract rights, in each case, not in the ordinary course of business; (h) not propose or adopt any amendments to its corporate charter or by-lawsSubsidiaries, except pursuant to the Merger as in connection with services provided in the Merger AgreementOrdinary Course and sales of obsolete assets; (iiv) not issue restructure, reorganize, dissolve or completely or partially liquidate or subject the Company or any of its Subsidiaries to any bankruptcy, receivership, insolvency or similar proceeding; (v) issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer or encumbrance of, any shares of capital stock, except upon exercise of options previously issued pursuant to existing employee plans, programs or arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing on the date of the Merger Agreement, to acquire any shares of its capital stock; (k) not purchase, redeem, or offer to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with the terms of the Merger Agreement, or purchases, redemptions and offers to purchase in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date of the Merger Agreement; (l) not, except as contemplated by the Merger Agreement or as may be required by applicable law, amend in any material respect the terms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by law or the provisions of such benefit plan); (m) not (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunder, (ii) make or enter into any agreement or contract for capital expenditures in excess of $50,000, (iii) enter into any lease for real property in excess of $50,000 or any lease for personal property in excess of $20,000, or (iv) enter into any agreement or contract outside of the ordinary course of business of the Company or any of its Subsidiaries (other than the Company's subsidiaries that involves performance issuances of services shares in respect of Company Options outstanding as of the date of this Agreement in accordance with their terms, and, as applicable, the Stock Plan as in effect on the date of this Agreement or delivery the conversion of goods or materials by or any Company Capital Stock entitled to conversion pursuant to the Company or any terms of the Company's subsidiaries ’s Certificate of an amount or value in excess of $50,000; (n) not make or change any material Tax election, file any amendment to any federal income Tax Return unless required by law, enter into any closing agreementIncorporation), or settle securities convertible or compromise exchangeable into or exercisable for, or valued by reference to, any material Tax liability; (o) not adjust, split, combine or reclassify its shares of such capital stock; (p) not enter into , or any agreementoptions, understanding warrants or arrangement with respect other rights of any kind to the sale or voting acquire any shares of its such capital stock; (q) not create any new subsidiaries; (r) except as required by the Merger Agreement, not take any action which could reasonably be expected to adversely affect or delay the ability of any of the parties to obtain any approval of any governmental or regulatory body required to consummate the transactions contemplated thereby; (s) not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than in the ordinary course of business; (t) not enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, methods or procedures except as required by GAAP; (v) except as may 23;

Interim Operations. Pursuant (a) From the date hereof and until the Effective Time or earlier termination of this Agreement, except (w) as set forth in Section 6.1(a) of the Company Disclosure Letter, (x) as otherwise expressly contemplated or permitted by this Agreement, (y) to the Merger Agreement, the Company has agreed that, except as expressly contemplated by the Merger Agreement or agreed extent consented to in writing by ParentParent (which consent shall not be unreasonably withheld, prior delayed or conditioned; provided, however, that Parent shall have the right to the time the directors withhold its consent for any reason or no reason if its consent is sought for purposes of clauses (i), (ii), (iii), (iv), (v), (xi), (xii), (xiii), (xv) or (xvi) or clause (xviii) (but only as it relates to any of the Parent constitute a majority of the Company Boardforegoing clauses) or (z) as required by applicable Law, the Company shall, and shall cause each of its Subsidiaries 22 to, (a) conduct cause the business of it and its operations Subsidiaries to be conducted in all material respects according the ordinary course and it shall, and shall cause its Subsidiaries, to use their ordinary and usual course of business in substantially the same manner as conducted prior to the date of the Merger Agreement; (b) use respective commercially reasonable best efforts to preserve their business organizations and real property intact its business organization in all material respects, keep available the services of its executive officers and key employees as a group, subject to changes in the ordinary course, and maintain satisfactory relationships existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, customers employees and others having business relationships with them; associates (c) confer at such times as Parent may reasonably request with one it being understood and agreed that adverse changes in the Company’s business, real property and existing relations and goodwill that result from or more representatives are caused by the announcement of the transaction, the identity of Parent to report material operational matters or its affiliates and the general status plans of ongoing operations (in each case to the extent Parent reasonably requires such information) and consult with Parent regarding material operational decisions; (d) promptly notify Parent of any emergency or other change in the normal course of its businesses or in the operation of its properties and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any governmental body or authority; (e) not authorize or pay any dividends on or make any distribution with respect to its outstanding shares operating the Company that have been disclosed to the public or to employees, suppliers, customers, distributors or business associates of stock; (f) notthe Company shall not constitute, except as otherwise contemplated or be taken into account in determining whether there has been, a breach by the Merger Agreement or as may be required by applicable lawCompany of its obligation under this Section 6.1). Notwithstanding the generality of the foregoing, enter into or amend any employment, severance or similar agreements or arrangements with any of their directors or executive officers; (g) not, and subject to the provisions described below under the heading "No Solicitation," authorizeexceptions set forth in clauses (w), announce an intention to authorize(x), or enter into an agreement with respect to, any merger, consolidation or business combination other than the Merger, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment of any material contract rights, in each case, not in the ordinary course of business; (hy) not propose or adopt any amendments to its corporate charter or by-laws, except pursuant to the Merger as provided in the Merger Agreement; and (iz) not issue any shares of capital stock, except upon exercise of options previously issued pursuant to existing employee plans, programs or arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing on the date of the Merger Agreementimmediately preceding sentence, to acquire any shares of its capital stock; (k) not purchase, redeem, or offer to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with the terms of the Merger Agreement, or purchases, redemptions and offers to purchase in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date of the Merger Agreement; (l) Company shall not, except as contemplated by the Merger Agreement or as may be required by applicable law, amend in any material respect the terms of and shall cause its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by law or the provisions of such benefit plan); (m) Subsidiaries not (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunder, (ii) make or enter into any agreement or contract for capital expenditures in excess of $50,000, (iii) enter into any lease for real property in excess of $50,000 or any lease for personal property in excess of $20,000, or (iv) enter into any agreement or contract outside of the ordinary course of business of the Company or any of the Company's subsidiaries that involves performance of services or delivery of goods or materials by or to the Company or any of the Company's subsidiaries of an amount or value in excess of $50,000; (n) not make or change any material Tax election, file any amendment to any federal income Tax Return unless required by law, enter into any closing agreement, or settle or compromise any material Tax liability; (o) not adjust, split, combine or reclassify its capital stock; (p) not enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock; (q) not create any new subsidiaries; (r) except as required by the Merger Agreement, not take any action which could reasonably be expected to adversely affect or delay the ability of any of the parties to obtain any approval of any governmental or regulatory body required to consummate the transactions contemplated thereby; (s) not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than in the ordinary course of business; (t) not enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, methods or procedures except as required by GAAP; (v) except as may 23to:

Interim Operations. Pursuant The Company covenants and agrees as to itself and its Subsidiaries that, after the date of this Agreement and prior to the Merger AgreementEffective Time (unless Parent shall otherwise approve in writing, the Company has agreed thatwhich approval shall not be unreasonably withheld, conditioned or delayed, and except as otherwise expressly contemplated by the Merger Agreement or agreed to in writing by Parent, prior to the time the directors of the Parent constitute a majority of the Company Board, the Company shallthis Agreement), and shall cause each of its Subsidiaries 22 toexcept as (i) required by applicable Law or (ii) is necessary and commercially reasonable in response to a Contagion Event or Contagion Event Measures , (a) conduct the business of the Company and its operations Subsidiaries shall be conducted in all material respects according to their in the ordinary and usual course of in accordance with its current business in substantially the same manner as conducted prior to the date of the Merger Agreement; practices and operation, (b) each of the Company and its Subsidiaries shall use its reasonable best efforts to preserve intact its business organization in all material respectsorganizations and assets intact and maintain its rights, franchises, powers and privileges and its existing relations and goodwill with Governmental Authorities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the Company and its executive officers Subsidiaries’ present employees and key employees as a group, subject to changes in the ordinary courseagents, and maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with them; (c) confer at such times as Parent may reasonably request with one or more representatives of Parent to report material operational matters and the general status of ongoing operations (in each case to the extent Parent reasonably requires such information) and consult with Parent regarding material operational decisions; (d) promptly notify Parent of any emergency or other change in the normal course of its businesses or in the operation of its properties and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any governmental body or authority; (e) not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock; (f) not, except as otherwise contemplated by the Merger Agreement or as may be required by applicable law, enter into or amend any employment, severance or similar agreements or arrangements with any of their directors or executive officers; (g) not, subject to the provisions described below under the heading "No Solicitation," authorizeSection 5.09, announce an intention to authorize, or enter into an agreement with respect to, any merger, consolidation or business combination other than the Merger, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment of any material contract rights, in each case, not in the ordinary course of business; (h) not propose or adopt any amendments to its corporate charter or by-laws, except pursuant to the Merger as provided in the Merger Agreement; (i) not issue any shares of capital stock, except upon exercise of options previously issued pursuant to existing employee plans, programs or arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing on the date of the Merger Agreement, to acquire any shares of its capital stock; (k) not purchase, redeem, or offer to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with the terms of the Merger Agreement, or purchases, redemptions and offers to purchase in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date of the Merger Agreement; (l) not, except as contemplated by the Merger Agreement or as may be required by applicable law, amend in any material respect the terms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by law or the provisions of such benefit plan); (m) not (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunder, (ii) make or enter into any agreement or contract for capital expenditures in excess of $50,000, (iii) enter into any lease for real property in excess of $50,000 or any lease for personal property in excess of $20,000, or (iv) enter into any agreement or contract outside of the ordinary course of business of the Company or any of the Company's subsidiaries and its Subsidiaries shall take no action that involves performance of services or delivery of goods or materials by or to the Company or any of the Company's subsidiaries of an amount or value in excess of $50,000; (n) not make or change any material Tax election, file any amendment to any federal income Tax Return unless required by law, enter into any closing agreement, or settle or compromise any material Tax liability; (o) not adjust, split, combine or reclassify its capital stock; (p) not enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock; (q) not create any new subsidiaries; (r) except as required by the Merger Agreement, not take any action which could would reasonably be expected to adversely affect or materially delay the ability of any of the parties Company to obtain any approval necessary approvals of any governmental Regulatory Authorities or regulatory body other Governmental Authority required for the transactions contemplated hereby, to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated thereby; hereby on a timely basis. Without limiting the generality of and in furtherance of the foregoing, from the date of this Agreement until the Effective Time, except (sA) not directly as otherwise expressly required by this Agreement or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any material property or assets other than in the ordinary course of business; (t) not enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, methods or procedures except as required by GAAP; Law, (vB) except as Parent may 23approve in writing in advance (such approval not to be unreasonably withheld, conditioned or delayed) or (C) as set forth in Section 5.01 of the Company Disclosure Schedule, the Company shall not and shall not permit its Subsidiaries to: