Common use of Negative Obligations Clause in Contracts

Negative Obligations. (a) Except (i) as expressly contemplated by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, (ii) as set forth in Section 4.4(a) of the Innovate Schedule of Exceptions, (iii) as required by applicable Law, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, neither Innovate nor Merger Sub shall, or shall cause or permit any Subsidiary of Innovate or Merger Sub to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of Innovate or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Innovate Common Stock from terminated employees of Innovate at actual cost); (iii) amend the charter, certificate of incorporation, bylaws, articles of association or other charter or organizational documents of Innovate, Merger Sub or any Subsidiary of Innovate, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure, or commitment therefor in excess of $250,000; (vii) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: (A) adopt, establish or enter into or terminate any Innovate Employee Program; (B) cause or permit any Innovate Employee Program to be amended, terminated or rights thereunder to be accelerated, other than as required by Law; (C) hire any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its material assets, properties or rights, or grant any Encumbrance with respect to such assets, properties or rights; in each case, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (x) enter into, amend or terminate any Innovate Material Contract other than in the Ordinary Course of Business; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to make any material payment with respect to any of Innovate’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xix) take, agree to take, or permit any Subsidiary of Innovate to take or agree to take, any of the actions specified in clauses (i) through (xviii) of this Section 4.4(a); or (xx) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Business. (b) Except (i) as expressly contemplated by this Agreement, including with respect to the Innovate Post-Closing Financing, (ii) as set forth in Section 4.4(b) of the Company Schedule of Exceptions, (iii) as required by applicable Law, or (iv) with the prior written consent of Innovate (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares from terminated employees of the Company at actual cost); (iii) except as set forth in Section 4.4(b)(iii) of the Company Schedule of Exceptions, amend the Company Charter or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions, (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants); (y) any option, warrant or right to acquire any capital stock or any other security of the Company; or (z) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of the Company; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor in excess of $250,000, in each case, other than pursuant to commitments and similar arrangements which are in existence as of the date hereof; (vii) other than as required by Law: (A) terminate any key employee (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis); or (B) grant, make or pay bonus or profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) make any material Tax election in a manner inconsistent with the Company’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling); surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (ix) enter into, amend or terminate any Company Material Contract other than in the Ordinary Course of Business; (x) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills, (B) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xii) enter into a new line of business; (xiii) terminate or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xv) fail to make any material payment with respect to any of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xvi) agree to take, take or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xv) of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Business.

Negative Obligations. (a) Except (iA) as expressly contemplated required by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, (iiB) as set forth in Section 4.4(a) of the Innovate Schedule of ExceptionsParent Disclosure Schedule, (iiiC) as required by applicable Law, or (ivD) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), at all times during the Pre-Closing Period, neither Innovate Parent shall not, nor Merger Sub shall, or shall it cause or permit any Subsidiary of Innovate or Merger Sub Parent to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of Innovate or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Innovate Common Stock from terminated employees of Innovate at actual cost)than pursuant to the Contemplated Transactions; (iiiii) amend the charter, certificate of incorporation, bylaws, articles of association bylaws or other charter or organizational documents of Innovate, Merger Sub Parent or any Subsidiary of InnovateParent, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transactiontransaction other than pursuant to the Contemplated Transactions; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate; (viii) form any new Subsidiary or acquire any equity interest or other interest in any other PersonPerson other than pursuant to the Contemplated Transactions; (viiv) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; or guarantee any debt securities of others; or ; (v) make any capital expenditure, expenditure or commitment therefor in excess of $250,00010,000 which would not be assumed in connection with the Spinoff; (viivi) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: in the Ordinary Course of Business or pursuant to the Contemplated Transactions, (A) adopt, establish or enter into or terminate any Innovate Parent Employee Program; , (B) cause or permit any Innovate Parent Employee Program to be amended, terminated or rights thereunder to be accelerated, amended other than as required by Law; Law or in order to make amendments for the purposes of Section 409A of the Code, subject to prior review and approval (with such approval not to be unreasonably withheld) by the Company, (C) hire any new employee or consultant or terminate any key employee (in each caseconsultant, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay (or agree to pay) any severance, retention, change in control, bonus or profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants (other than any payment which is to be paid prior or in connection with the Closing), or (E) accelerate the time of payment or vesting of any non-equity benefits or compensation to any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viiivii) acquire any material asset or nor sell, lease or otherwise irrevocably dispose of any of its material assetsassets or properties, properties or rights, or nor grant any Encumbrance with respect to such assets, properties assets or rights; in each caseproperties, except in the Ordinary Course of BusinessBusiness other than pursuant to the Contemplated Transactions; (ixviii) make any material Tax election in a manner inconsistent with the Innovate’s past practicesmake, change or revoke any material Tax electionelection (other than Tax elections made in the Ordinary Course of Business); file any material amendment to any Tax Return; adopt or change any material accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax Sharing Agreement; enter into any closing agreement with respect to any material Tax Liability; settle or compromise any claim, notice, audit report or assessment in respect of Taxesany material Tax Liability; apply for or enter into any ruling from any Tax authority Taxing Authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (xix) enter into, into or amend or terminate any Innovate Parent Material Contract other than which is not to be included in the Ordinary Course of BusinessSpinoff Assets; (xix) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, commence a lawsuit other than (A) for routine collection of bills bills, (B) in such cases as Parent in good faith determines that failure to commence such lawsuit would result in the material impairment of a valuable aspect of Parent’s and/or any Subsidiary of Parent’s business, or (BC) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviiixi) fail to make any material payment with respect to any of InnovateParent’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xixxii) takehire any employees or engage any independent contractors, consultants or other Parent Contingent Workers; (xiii) incur any Liability not expressly permitted pursuant to clauses (i) through (xii) of this Section 4.4(a), other than in the Ordinary Course of Business; or (xiv) amend or modify the terms of the Separation Agreement (other than any amendment or modification required to address any comment from NASDAQ or the SEC), if such amendment or modification would materially, adversely affect Parent’s rights thereunder or impose any material Liability on Parent or the Company after the Effective Time. (xv) agree to take, take or permit any Subsidiary of Innovate Parent to take or agree to take, any of the actions specified in clauses (i) through (xviiixiii) of this Section 4.4(a); or (xx) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Business. (b) Except (iA) as expressly contemplated required by this Agreement, including with respect to the Innovate Post-Closing Financing, (iiB) as set forth in Section 4.4(b) of the Company Schedule of ExceptionsDisclosure Schedule, (iiiC) as required by applicable Law, or (ivD) with the prior written consent of Innovate Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares Common Stock from terminated employees of the Company) other than pursuant to the Contemplated Transactions; (ii) except for (A) contractual commitments in place at the time of this Agreement, (B) as set forth in Section 4.4(b)(ii) of the Company at actual costDisclosure Schedule or (C) pursuant to the Contemplated Transactions, sell, issue or grant, or authorize the issuance of, or make any commitments to do any of the foregoing: (i) any capital stock or other security (except for Company Common Stock issued upon the valid exercise of outstanding Company Stock Options, Company Warrants or Company Convertible Notes), (ii) any option, warrant or right to acquire any capital stock or any other security, or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (iii) except as set forth in Section 4.4(b)(iii) of the Company Schedule of Exceptions, amend the Company Charter certificate of incorporation, bylaws or other charter or organizational documents of the Company or any Subsidiary of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transactiontransaction other than pursuant to the Contemplated Transactions; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions, (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants); (y) any option, warrant or right to acquire any capital stock or any other security of the Company; or (z) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of the Company; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (viv) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; ; (vi) or make any capital expenditure or commitment therefor in excess of $250,000, in each case, 250,000 other than pursuant to commitments and similar arrangements which are in existence as the Ordinary Course of the date hereofBusiness; (vii) other than in the Ordinary Course of Business, (A) adopt, establish or enter into any Company Employee Program, (B) cause or permit any Company Employee Program to be amended other than as required by Law: Law or in order to make amendments for the purposes of Section 409A of the Code, subject to prior review and approval (Awith such approval not to be unreasonably withheld) terminate by Parent, (C) hire any key new employee or consultant, (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis); or (BD) grant, make or pay (or agree to pay) any severance, retention, change in control, bonus or profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, or (E) accelerate the time of payment or vesting of any benefits or compensation to any of its directors, employees or consultants; (viii) acquire any material asset nor sell, lease or otherwise irrevocably dispose of any of its material assets or properties, nor grant any Encumbrance with respect to such assets or properties, except in the Ordinary Course of Business; (viiiix) make any material Tax election in a manner inconsistent with the Company’s past practicesmake, change or revoke any material Tax electionelection (other than Tax elections made in the Ordinary Course of Business); file any material amendment to any Tax Return; adopt or change any material accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax Sharing Agreement; enter into any closing agreement with respect to any material Tax Liability; settle or compromise any claim, notice, audit report or assessment in respect of Taxesany material Tax Liability; apply for or enter into any ruling from any Tax authority Taxing Authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling); surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any TaxTaxes; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (ixx) enter into, amend or terminate any Company Material Contract Contract, or amend or terminate any material Company Permit other than in the Ordinary Course of Business; (xxi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, commence a lawsuit other than (A) for routine collection of bills, (B) in such cases as the Company in good faith determines that failure to commence such lawsuit would result in the material impairment of a valuable aspect of the Company’s and/or any Subsidiary of the Company’s business, or (C) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganizationAgreement; (xii) enter into a new line of business; (xiii) terminate or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xv) fail to make any material payment with respect to any of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xvixiii) incur any Liability not expressly permitted pursuant to clauses (i) through (xii) of this Section 4.4(b), other than in the Ordinary Course of Business; (xiv) issue any shares of Company Preferred Stock or any other security convertible into or exercisable or exchangeable for shares of Company Preferred Stock; or (xv) agree to take, take or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xvxiv) of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Business.

Negative Obligations. (a) Except (i) as expressly contemplated or permitted by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals(ii) as may be required by Legal Requirements, (iiiii) as set forth in Section 4.4(a) 5.2 of the Innovate Schedule of ExceptionsAgere Disclosure Letter or the LSI Disclosure Letter, (iii) as required by applicable Lawthe case may be, or (iv) with as approved in advance by the prior written consent of the Company other party hereto in writing (which consent approval shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Periodperiod commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, neither Innovate Agere nor Merger Sub LSI shall, or nor shall either of them cause or permit any Subsidiary of Innovate or Merger Sub their respective Subsidiaries to, do any of the following: (ia) sellpropose to adopt any amendments to or amend its certificate of incorporation or bylaws or comparable organizational documents, provided that the organizational documents of Subsidiaries may be amended in a way that is not material; (b) authorize for issuance, issue, reserve sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, other equity-based (whether payable in cash, securities or other property or any combination of the foregoing) commitments, subscriptions, rights to purchase or otherwise) any of its securities or any securities of any of its Subsidiaries, except for issuance(i) the issuance and sale of shares of common stock pursuant to stock options or restricted stock units outstanding prior to the date hereof, set aside(ii) grants of purchase rights under an employee stock purchase or other similar plan, grant or authorize any shares and (iii) grants to newly hired employees of stock options to purchase common stock granted in the capital ordinary course of business consistent with past practice, with a per share exercise price that is no less than the then-current market price of a share of common stock and not subject to any accelerated vesting or other provision that would be triggered solely as a result of Innovate the consummation of the transactions contemplated hereby. (c) acquire or redeem, directly or indirectly, or amend any of its securities or any securities of any of its Subsidiaries; provided, however, that nothing in this paragraph (c) shall prohibit Agere or LSI from dissolving and/or merging into any of its Subsidiaries certain other Subsidiaries that are not material to it and its Subsidiaries, taken as a whole; (d) other than cash dividends made by any of its direct or indirect wholly owned Subsidiaries to itself or one of its Subsidiaries, split, combine or reclassify any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securitiesstock, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declare, accrue, set aside or pay any dividend or make any other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock; , or repurchasemake any other actual, redeem constructive or otherwise reacquire any deemed distribution in respect of the shares of capital stock stock; provided, however, that nothing in this paragraph (d) shall prohibit Agere or LSI from dissolving and/or merging into any of its Subsidiaries certain other securities (except for shares of Innovate Common Stock from terminated employees of Innovate at actual cost)Subsidiaries that are not material to it and its Subsidiaries, taken as a whole; (iiie) amend the charter, certificate of incorporation, bylaws, articles of association propose or other charter or organizational documents of Innovate, Merger Sub or any Subsidiary of Innovate, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure, or commitment therefor in excess of $250,000; (vii) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: (A) adopt, establish or enter into or terminate any Innovate Employee Program; (B) cause or permit any Innovate Employee Program to be amended, terminated or rights thereunder to be accelerated, other than as required by Law; (C) hire any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its material assets, properties or rights, or grant any Encumbrance with respect to such assets, properties or rights; in each case, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (x) enter into, amend or terminate any Innovate Material Contract other than in the Ordinary Course of Business; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line reorganization of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate it or any of its Subsidiaries (other than the transactions contemplated hereby); provided, however, that is nothing in this paragraph (e) shall prohibit Agere or LSI from dissolving and/or merging into any of its Table of Contents Subsidiaries certain other Subsidiaries that are not promptly replaced by material to it and its Subsidiaries, taken as a comparable amount of insurance coveragewhole; (xviif) take (i) incur or assume any actionlong-term or short-term debt or issue any debt securities, other than as required by applicable Law except for (A) letters of credit issued in the ordinary course of business consistent with past practice, (B) short-term debt incurred to fund operations of the business or GAAPfor cash management purposes, in each case in the ordinary course of business consistent with past practice, (C) loans or advances to change accounting policies direct or procedures; (xviii) fail to make any material payment with respect to any indirect wholly owned Subsidiaries in the ordinary course of Innovate’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and business consistent with past practices; , and (xixD) take, agree with respect only to take, or permit any Subsidiary of Innovate to take or agree to take, any of existing indebtedness having a maturity date occurring after the actions specified in clauses (i) through (xviii) date of this Section 4.4(a); or (xx) fail Agreement but prior to timely tender the Effective Time, to refinance, extend or renew the maturity of any fees existing indebtedness in an amount not to exceed such existing indebtedness, provided that such refinancing or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except extension is at prevailing market interest rates and otherwise on terms not materially less favorable in the Ordinary Course of Business. (b) Except (i) as expressly contemplated by this Agreementaggregate than the existing indebtedness being so refinanced, including with respect to the Innovate Post-Closing Financingrenewed or extended, (ii) as set forth other than in Section 4.4(bthe ordinary course of business, assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for any material obligations of the Company Schedule any other Person except obligations of Exceptionsany of their respective direct or indirect wholly owned Subsidiaries, (iii) as required by applicable Lawmake any material loans, advances or capital contributions to or investments in any other Person or (iv) mortgage or pledge any of its or its Subsidiaries’ assets, tangible or intangible, or create or suffer to exist any Lien thereupon, except (A) pursuant to, or as permitted under the indebtedness described in (i), (B) as incurred in the ordinary course of business consistent with past practices, or (C) any rights granted to any licensee of any Agere Intellectual Property Right entered into in the prior written consent ordinary course of Innovate business consistent with past practice; (which consent g) except as may be required by applicable Legal Requirements, or to satisfy contractual obligations existing on the date hereof; (i) enter into, adopt, amend (including to provide for the acceleration of vesting), modify or terminate any bonus, profit sharing, compensation, severance, termination, option, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any consultant, director, officer or employee in any manner or increase in any material manner the compensation or fringe benefits of any consultant, director, officer or employee, or (ii) pay any special bonus, remuneration or benefit to any director, officer or employee not required by any plan or arrangement as in effect as of the date hereof; provided, however, that this paragraph (g) shall not be unreasonably withheld, delayed prevent either company or conditioned), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, do any of their respective Subsidiaries (A) from entering into employment agreements, offer letters or retention agreements with non-officer employees in the following:ordinary course of business consistent with past practices, or (B) from increasing annual compensation of non-officer employees and/or from providing for or amending bonus arrangements for non-officer employees in the ordinary course of compensation reviews (to the extent that such compensation increases and new or amended bonus arrangements are consistent with past practice and do not result in a material increase in benefits or compensation expense); (h) forgive any loans to any of its employees, officers or directors or any employees, officers or directors of any of its Subsidiaries, or any of its Affiliates; Table of Contents (i) sell, issue, reserve for issuance, set aside, grant make any deposits or authorize contributions of cash or other property to or take any shares other action to fund or in any other way secure the capital stock payment of the Company compensation or benefits under any of its Subsidiaries Employee Benefit Plans or any class Employee Benefit Plans of securities convertible or exchangeable intoany of its Subsidiaries, or rights, warrants or options other than deposits and contributions that are required pursuant to acquire, the terms of any such shares of capital stock Employee Benefit Plans or any Contracts subject to any such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan Employee Benefit Plans in effect as of the date hereof or shares of the Company upon exercise of a Company Warrantas required by applicable Legal Requirements; (iij) declareenter into, accrueamend, set aside or pay extend any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares from terminated employees of the Company at actual cost)collective bargaining agreement; (iiik) except as set forth acquire, sell, lease, license or dispose of any material property or assets in Section 4.4(b)(iii) any single transaction or series of the Company Schedule of Exceptionsrelated transactions, amend the Company Charter or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv(i) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactionstransactions pursuant to existing Contracts, (Aii) sell, issue, grant or authorize, or agree to sell, issue, grant or authorizetransactions in the ordinary course of business consistent with past practice, or (Biii) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants); (y) any option, warrant or right to acquire any capital stock or any other security of the Company; or (z) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of the Company; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor transactions not in excess of $250,00010,000,000 individually, or $40,000,000 in each case, other than pursuant to commitments and similar arrangements which are in existence as of the date hereofaggregate; (viil) other than except as may be required by Law: (A) terminate any key employee (other than employees to remain in compliance with a base salary in an amount not exceeding $100,000 on an annual basis); applicable Legal Requirements or (B) grantGAAP, make or pay bonus or profit-sharing or similar payment to, or increase the amount any change in any of the wages, salary, commissions, fringe benefits accounting principles or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Businesspractices used by it; (viiim) make or change any material Tax election in a manner inconsistent with the Company’s past practiceselection, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; method, settle or compromise any claimmaterial Tax liability, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling); surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any the extension or waiver of the statute of limitations period applicable to any a material Tax claim or assessment; (ixn) enter into, amend or terminate into any Company Contract that would be an Agere Material Contract other than or an LSI Material Contract, as the case may be, or amend in any material respect any Agere Material Contract or LSI Material Contract, as the Ordinary Course case may be, or grant any release or relinquishment of Businessany material rights under any Agere Material Contract or LSI Material Contract, as the case may be; (xo) initiate or settle grant any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills, (B) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xii) enter into a new line of business; (xiii) terminate or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xv) fail to make any material payment exclusive rights with respect to any of its material Intellectual Property Rights or the Companymaterial Intellectual Property Rights of any of its Subsidiaries, divest any of its material Intellectual Property Rights or the material Intellectual Property Rights of any of its Subsidiaries, or materially modify the standard warranty terms for Agere Products or LSI Products, as the case may be, or services or materially amend or modify any product or service warranty; (p) acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any equity interest therein; (q) authorize, incur or commit to incur any new capital expenditure(s) which in the aggregate exceed $40,000,000; provided, however, that the foregoing shall not limit any maintenance capital expenditures or capital expenditures required pursuant to existing Contracts; (r) settle or compromise any pending or threatened Legal Proceeding or pay, discharge or satisfy or agree to pay, discharge or satisfy any Liability, other than the settlement, compromise, payment, discharge or satisfaction of Legal Proceedings and Liabilities (i) reflected or reserved against in full in the balance sheet included in the Agere Balance Sheet or the LSI Table of Contents Balance Sheet, as the case may be, (ii) covered by existing insurance policies, (iii) settled since the respective dates thereof in the ordinary course of business consistent with past practice, including licensing and other settlements arising out of Agere’s Intellectual Property Business or (iv) otherwise less than $500,000 individually and $5,000,000 in the aggregate; (s) except as required by applicable Legal Requirements or GAAP, revalue in any material respect any of its properties or assets, including writing-off notes or accounts payable receivable other than in the ordinary course of business consistent with past practice; (t) except as required by applicable Legal Requirements, convene any regular or Indebtedness special meeting (or any adjournment or postponement thereof) of its stockholders; or (u) enter into a Contract to do any of the foregoing or knowingly take any action which is reasonably expected to result in a timely manner any of the conditions to the consummation of the transactions contemplated hereby not being satisfied, or knowingly take any action which would materially impair its ability to consummate the transactions contemplated by this Agreement in accordance with the terms thereof and consistent with past practices; (xvi) agree to take, take hereof or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xv) of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Businessmaterially delay such consummation.

Negative Obligations. (a) Except (iA) as expressly contemplated required by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, (iiB) as set forth in Section Schedule 4.4(a) of the Innovate Schedule of Exceptions), (iiiC) as required by applicable Law, or (ivD) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), at all times during the Pre-Closing Period, neither Innovate Parent shall not, nor Merger Sub shall, or shall it cause or permit any Subsidiary of Innovate or Merger Sub Parent to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of Innovate or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Innovate Parent Common Stock from terminated employees of Innovate Parent); (ii) except for contractual commitments in place at actual costthe time of this Agreement and set forth in Schedule 4.4(a)(ii), and other than as contemplated by the Contemplated Transactions, sell, issue or grant, or authorize the issuance of, or make any commitments to do any of the foregoing: (i) any capital stock or other security (except for Parent Common Stock issued upon the valid exercise of outstanding Parent Stock Options), (ii) any option, warrant or right to acquire any capital stock or any other security, or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (iii) amend the charter, certificate of incorporation, bylaws, articles of association bylaws or other charter or organizational documents of Innovate, Merger Sub Parent or any Subsidiary of InnovateParent, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transactiontransaction except as related to the Contemplated Transactions; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate; (v) form any new Subsidiary or acquire any equity interest or other interest in any other Person; (viv) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; or guarantee any debt securities of others; or ; (vi) make any capital expenditure, expenditure or commitment therefor in excess of $250,00010,000; (vii) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: in the Ordinary Course of Business, (A) adopt, establish or enter into or terminate any Innovate Parent Employee Program; , (B) cause or permit any Innovate Parent Employee Program to be amended, terminated or rights thereunder to be accelerated, amended other than as required by Law; Law or in order to make amendments for the purposes of Section 409A of the Code, subject to prior review and approval (with such approval not to be unreasonably withheld) by the Company, (C) hire any new employee or consultant or terminate any key employee (in each caseconsultant, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay (or agree to pay) any severance, retention, change in control, bonus or profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in or (E) accelerate the Ordinary Course time of Businesspayment or vesting of any benefits or compensation to any of its directors, employees or consultants; (viii) acquire any material asset or nor sell, lease or otherwise irrevocably dispose of any of its material assetsassets or properties, properties or rights, or nor grant any Encumbrance with respect to such assets, properties assets or rights; in each caseproperties, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practicesmake, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any material accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business and the primary purpose of which does not relate to Taxes; enter into any closing agreement with respect to any material Tax Liability; settle or compromise any claim, notice, audit report or assessment in respect of Taxesany material Tax Liability; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Taxrefund of a material amount of Taxes; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (x) enter into, amend or terminate any Innovate Parent Material Contract other than in Contract, or amend or terminate any material Parent Permit, or apply for any new material Permit under applicable Health Care Laws with respect to the Ordinary Course of BusinessParent Product Candidates; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, commence a lawsuit other than (A) for routine collection of bills bills, (B) in such cases as Parent in good faith determines that failure to commence such lawsuit would result in the material impairment of a valuable aspect of Parent’s and/or any Subsidiary of Parent’s business, or (BC) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to make any material payment with respect to any of InnovateParent’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practicespractices (provided that all third party expenses, including legal and accounting expenses, incurred in connection with the entry into this Agreement, the preparation and audit of the financial statements of Parent as may be necessary to consummate the transactions contemplated hereby and the Private Placement, the Parent Stockholder Meeting, solicitation of proxies to approve the Parent Stockholder Proposals, and the consummation of the transactions contemplated hereby, which shall not exceed $300,000 (the “Specified Expenses”) will be paid by Parent after the Closing); (xixxiii) takehire any employees or engage any independent contractors, consultants or other Parent Contingent Workers; (xiv) incur any Liability not expressly permitted pursuant to clauses (i) through (xiii) of this Section 4.4(a), other than in the Ordinary Course of Business; or (xv) agree (in writing) to take, take or permit any Subsidiary of Innovate Parent to take or agree to take, any of the actions specified in clauses (i) through (xviiixiv) of this Section 4.4(a); or (xx) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Business. (b) Except (iA) as expressly contemplated required by this Agreement, including with respect to the Innovate Post-Closing Financing, (iiB) as set forth in Section Schedule 4.4(b) of the Company Schedule of Exceptions), (iiiC) as required by applicable Law, or (ivD) with the prior written consent of Innovate Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, not do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities securities; (ii) except for shares contractual commitments in place at the time of Company Ordinary Shares from terminated employees this Agreement and set forth in Schedule 4.4(b)(ii), and other than as contemplated by the Contemplated Transactions, sell, issue or grant, or authorize the issuance of, or make any commitments to do any of the Company at actual cost)foregoing: (i) any capital stock or other security, (ii) any option, warrant or right to acquire any capital stock or any other security, or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (iii) except as set forth in Section 4.4(b)(iii) of the Company Schedule of Exceptions, amend the Company Charter Charter, Company Bylaws or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transactiontransaction except as related to the Contemplated Transactions or the Private Placement; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions, (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants); (y) any option, warrant or right to acquire any capital stock or any other security of the Company; or (z) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of the Company; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (viv) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor in excess of $250,000, 10,000; (vi) make any capital expenditure or commitment in each case, other than pursuant to commitments and similar arrangements which are in existence as excess of the date hereof$10,000; (vii) other than as required by Law: in the Ordinary Course of Business, (A) terminate adopt, establish or enter into any key employee (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis); or Employee Program, (B) hire any new employee or consultant, (C) grant, make or pay (or agree to pay) any severance, retention, change in control, bonus or profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, or (D) accelerate the time of payment or vesting of any benefits or compensation to any of its directors, employees or consultants; (viii) acquire any material asset nor sell, lease or otherwise irrevocably dispose of any of its material assets or properties, nor grant any Encumbrance with respect to such assets or properties, except in the Ordinary Course of Business; (viiiix) make any material Tax election in a manner inconsistent with the Company’s past practicesmake, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any material accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business and the primary purpose of which does not relate to Taxes; enter into any closing agreement with respect to any material Tax Liability; settle or compromise any claim, notice, audit report or assessment in respect of Taxesany material Tax Liability; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling)Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Taxrefund of a material amount of Taxes; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (ixx) enter into, amend or terminate any Company Material Contract other than in the Ordinary Course of BusinessContract; (xxi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, commence a lawsuit other than (A) for routine collection of bills, (B) in such cases as the Company in good faith determines that failure to commence such lawsuit would result in the material impairment of a valuable aspect of the Company’s and/or any Subsidiary of the Company’s business, or (C) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganizationAgreement; (xii) enter into a new line of business; (xiii) terminate or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xv) fail to make any material payment with respect to any of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xvixiii) incur any Liability not expressly permitted pursuant to clauses (i) through (xii) of this Section 4.4(b), other than in the Ordinary Course of Business; or (xiv) agree to take, take or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xvxi) of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Business.

Negative Obligations. The Borrower must not: (a) Except (idistributions) as expressly contemplated by this Agreement, including with respect to without the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, (ii) as set forth in Section 4.4(a) of the Innovate Schedule of Exceptions, (iii) as required by applicable Law, or (iv) with the Lender’s prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, neither Innovate nor Merger Sub shall, or shall cause or permit any Subsidiary of Innovate or Merger Sub to, do any of the followingand for so long as no Default is subsisting: (i) selldeclare, issuemake or pay any dividend, reserve for issuancecharge, set asidefee or other distribution (or interest on any unpaid dividend, grant charge, fee or authorize any shares other distribution) (whether in the capital stock of Innovate cash or any in kind) to its members, beneficiaries or unitholders or on or in respect of its Subsidiaries ordinary shares, preference shares, or equity or joint venture capital (or any class of securities convertible its share or exchangeable into, equity or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicablejoint venture capital); (ii) declare, accrue, set aside repay or pay distribute any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Innovate Common Stock from terminated employees of Innovate at actual cost)dividend; (iii) amend the charterpay any management, certificate of incorporation, bylaws, articles of association advisory or other charter fee to or organizational documents to the order of Innovateany of the shareholders, Merger Sub beneficiaries or any Subsidiary unitholders of Innovate, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transactionthe Borrower; (iv) except for contractual commitments in place at the time redeem, repurchase, defease, retire or repay any of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptionsits share or equity capital, and other than as contemplated by the Contemplated Transactions (including, with respect membership or unit interests or subordinated debt or resolve to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options)do so; (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate;or (v) form repay all or any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure, or commitment therefor in excess of $250,000; (vii) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: (A) adopt, establish or enter into or terminate any Innovate Employee Program; (B) cause or permit any Innovate Employee Program to be amended, terminated or rights thereunder to be accelerated, other than as required by Law; (C) hire any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) acquire any material asset or sell, lease or otherwise irrevocably dispose part of any Financial Indebtedness owed to a shareholder, unitholder or beneficiary of its material assets, properties or rights, or grant that entity under any Encumbrance with respect to such assets, properties or rights; in each case, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (x) enter into, amend or terminate any Innovate Material Contract other than in the Ordinary Course of Business; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to make any material payment with respect to any of Innovate’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xix) take, agree to take, or permit any Subsidiary of Innovate to take or agree to take, any of the actions specified in clauses (i) through (xviii) of this Section 4.4(a); or (xx) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Businesscircumstances. (b) Except (iFinancial Indebtedness) as expressly contemplated by this Agreement, including with respect to the Innovate Post-Closing Financing, (ii) as set forth in Section 4.4(b) of the Company Schedule of Exceptions, (iii) as required by applicable Law, or (iv) with the prior written consent of Innovate (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit incur any Subsidiary of the Company to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company WarrantFinancial Indebtedness other than Permitted Financial Indebtedness; (iic) declare(acquisitions) other than with the Lender’s prior written consent, accrueacquire an entity or any shares, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock membership or other interests or securities (except for shares of Company Ordinary Shares from terminated employees of the Company at actual cost); (iii) except as set forth in Section 4.4(b)(iii) of the Company Schedule of Exceptions, amend the Company Charter or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions, (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants); (y) any option, warrant or right to acquire any capital stock or any other security of the Company; or (z) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of the Company; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; entity or a business or undertaking (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor in excess of $250,000or, in each case, other than pursuant to commitments and similar arrangements which are any interest in existence as any of the date hereofthem), or incorporate any entity; (viid) other than as required by Law: (Afinancial accommodation) terminate advance money or make available Financial Indebtedness to or for the benefit of any key employee (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis); or (B) grant, make or pay bonus or profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Businessperson; (viiie) make (Guarantees) give any material Tax election in a manner inconsistent with the Company’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (Guarantee other than under the Options Tax Ruling and the Withholding Tax Ruling); surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessmentFinance Documents; (ixf) enter into(Treasury Transactions) engage in any Treasury Transactions unless that transaction would, amend or terminate any Company Material Contract other than in the Ordinary Course opinion of Business; (x) initiate or settle any lawsuitthe Lender, claimbe a transaction which would ordinarily be carried out by a prudent, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills, (B) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xii) enter into a new line of responsible person carrying on the Borrower’s business; (xiiig) terminate or cancel any insurance coverage policy maintained by (nature of business) do anything to change materially the Company or any nature of its Subsidiaries business from that is not promptly replaced by a comparable amount carried on at the date of insurance coveragethis document, being the acquisition and development of the Property; (xivh) take (no merger), enter into any actionamalgamation, other than as required by applicable Law demerger, merger or GAAP, to change accounting policies or procedurescorporate reconstruction; (xvi) fail to make any material payment with respect (arms’ length transactions) subject to any Finance Document, enter into any transaction other than on arms’ length terms in the ordinary course of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practicesbusiness for valuable commercial consideration; (xvij) agree (structure) change or consent to takea change to its shareholders, take its unitholders or permit any Subsidiary of the Company to take its beneficiaries or agree to take, any of the actions specified in clauses (i) through (xv) of this Section 4.4(b)its share capital or unit or trust structure; or (xviik) fail (administrator) appoint an administrator without notice to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of BusinessLender.

Negative Obligations. (a) Except (i) as expressly contemplated or permitted by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals(ii) as may be required by Legal Requirements, (iiiii) as set forth in Section 4.4(a) 5.2 of the Innovate Schedule of ExceptionsAgere Disclosure Letter or the LSI Disclosure Letter, (iii) as required by applicable Lawthe case may be, or (iv) with as approved in advance by the prior written consent of the Company other party hereto in writing (which consent approval shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Periodperiod commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, neither Innovate Agere nor Merger Sub LSI shall, or nor shall either of them cause or permit any Subsidiary of Innovate or Merger Sub their respective Subsidiaries to, do any of the following: (ia) sellpropose to adopt any amendments to or amend its certificate of incorporation or bylaws or comparable organizational documents, provided that the organizational documents of Subsidiaries may be amended in a way that is not material; (b) authorize for issuance, issue, reserve sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, other equity-based (whether payable in cash, securities or other property or any combination of the foregoing) commitments, subscriptions, rights to purchase or otherwise) any of its securities or any securities of any of its Subsidiaries, except for issuance(i) the issuance and sale of shares of common stock pursuant to stock options or restricted stock units outstanding prior to the date hereof, set aside(ii) grants of purchase rights under an employee stock purchase or other similar plan, grant or authorize any shares and (iii) grants to newly hired employees of stock options to purchase common stock granted in the capital ordinary course of business consistent with past practice, with a per share exercise price that is no less than the then-current market price of a share of common stock and not subject to any accelerated vesting or other provision that would be triggered solely as a result of Innovate the consummation of the transactions contemplated hereby. (c) acquire or redeem, directly or indirectly, or amend any of its securities or any securities of any of its Subsidiaries; provided, however, that nothing in this paragraph (c) shall prohibit Agere or LSI from dissolving and/or merging into any of its Subsidiaries certain other Subsidiaries that are not material to it and its Subsidiaries, taken as a whole; (d) other than cash dividends made by any of its direct or indirect wholly owned Subsidiaries to itself or one of its Subsidiaries, split, combine or reclassify any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securitiesstock, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declare, accrue, set aside or pay any dividend or make any other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock; , or repurchasemake any other actual, redeem constructive or otherwise reacquire any deemed distribution in respect of the shares of capital stock stock; provided, however, that nothing in this paragraph (d) shall prohibit Agere or LSI from dissolving and/or merging into any of its Subsidiaries certain other securities (except for shares of Innovate Common Stock from terminated employees of Innovate at actual cost)Subsidiaries that are not material to it and its Subsidiaries, taken as a whole; (iiie) amend the charter, certificate of incorporation, bylaws, articles of association propose or other charter or organizational documents of Innovate, Merger Sub or any Subsidiary of Innovate, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure, or commitment therefor in excess of $250,000; (vii) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: (A) adopt, establish or enter into or terminate any Innovate Employee Program; (B) cause or permit any Innovate Employee Program to be amended, terminated or rights thereunder to be accelerated, other than as required by Law; (C) hire any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its material assets, properties or rights, or grant any Encumbrance with respect to such assets, properties or rights; in each case, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (x) enter into, amend or terminate any Innovate Material Contract other than in the Ordinary Course of Business; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line reorganization of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate it or any of its Subsidiaries (other than the transactions contemplated hereby); provided, however, that is nothing in this paragraph (e) shall prohibit Agere or LSI from dissolving and/or merging into any of its Subsidiaries certain other Subsidiaries that are not promptly replaced by material to it and its Subsidiaries, taken as a comparable amount of insurance coveragewhole; (xviif) take (i) incur or assume any actionlong-term or short-term debt or issue any debt securities, other than as required by applicable Law except for (A) letters of credit issued in the ordinary course of business consistent with past practice, (B) short-term debt incurred to fund operations of the business or GAAPfor cash management purposes, in each case in the ordinary course of business consistent with past practice, (C) loans or advances to change accounting policies direct or procedures; (xviii) fail to make any material payment with respect to any indirect wholly owned Subsidiaries in the ordinary course of Innovate’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and business consistent with past practices; , and (xixD) take, agree with respect only to take, or permit any Subsidiary of Innovate to take or agree to take, any of existing indebtedness having a maturity date occurring after the actions specified in clauses (i) through (xviii) date of this Section 4.4(a); or (xx) fail Agreement but prior to timely tender the Effective Time, to refinance, extend or renew the maturity of any fees existing indebtedness in an amount not to exceed such existing indebtedness, provided that such refinancing or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except extension is at prevailing market interest rates and otherwise on terms not materially less favorable in the Ordinary Course of Business. (b) Except (i) as expressly contemplated by this Agreementaggregate than the existing indebtedness being so refinanced, including with respect to the Innovate Post-Closing Financingrenewed or extended, (ii) as set forth other than in Section 4.4(bthe ordinary course of business, assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for any material obligations of the Company Schedule any other Person except obligations of Exceptionsany of their respective direct or indirect wholly owned Subsidiaries, (iii) as required by applicable Lawmake any material loans, advances or capital contributions to or investments in any other Person or (iv) mortgage or pledge any of its or its Subsidiaries’ assets, tangible or intangible, or create or suffer to exist any Lien thereupon, except (A) pursuant to, or as permitted under the indebtedness described in (i), (B) as incurred in the ordinary course of business consistent with past practices, or (C) any rights granted to any licensee of any Agere Intellectual Property Right entered into in the prior written consent ordinary course of Innovate business consistent with past practice; (which consent g) except as may be required by applicable Legal Requirements, or to satisfy contractual obligations existing on the date hereof; (i) enter into, adopt, amend (including to provide for the acceleration of vesting), modify or terminate any bonus, profit sharing, compensation, severance, termination, option, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any consultant, director, officer or employee in any manner or increase in any material manner the compensation or fringe benefits of any consultant, director, officer or employee, or (ii) pay any special bonus, remuneration or benefit to any director, officer or employee not required by any plan or arrangement as in effect as of the date hereof; provided, however, that this paragraph (g) shall not be unreasonably withheld, delayed prevent either company or conditioned), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, do any of their respective Subsidiaries (A) from entering into employment agreements, offer letters or retention agreements with non-officer employees in the following:ordinary course of business consistent with past practices, or (B) from increasing annual compensation of non-officer employees and/or from providing for or amending bonus arrangements for non-officer employees in the ordinary course of compensation reviews (to the extent that such compensation increases and new or amended bonus arrangements are consistent with past practice and do not result in a material increase in benefits or compensation expense); (h) forgive any loans to any of its employees, officers or directors or any employees, officers or directors of any of its Subsidiaries, or any of its Affiliates; (i) sell, issue, reserve for issuance, set aside, grant make any deposits or authorize contributions of cash or other property to or take any shares other action to fund or in any other way secure the capital stock payment of the Company compensation or benefits under any of its Subsidiaries Employee Benefit Plans or any class Employee Benefit Plans of securities convertible or exchangeable intoany of its Subsidiaries, or rights, warrants or options other than deposits and contributions that are required pursuant to acquire, the terms of any such shares of capital stock Employee Benefit Plans or any Contracts subject to any such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan Employee Benefit Plans in effect as of the date hereof or shares of the Company upon exercise of a Company Warrantas required by applicable Legal Requirements; (iij) declareenter into, accrueamend, set aside or pay extend any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares from terminated employees of the Company at actual cost)collective bargaining agreement; (iiik) except as set forth acquire, sell, lease, license or dispose of any material property or assets in Section 4.4(b)(iii) any single transaction or series of the Company Schedule of Exceptionsrelated transactions, amend the Company Charter or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv(i) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactionstransactions pursuant to existing Contracts, (Aii) sell, issue, grant or authorize, or agree to sell, issue, grant or authorizetransactions in the ordinary course of business consistent with past practice, or (Biii) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants); (y) any option, warrant or right to acquire any capital stock or any other security of the Company; or (z) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of the Company; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor transactions not in excess of $250,00010,000,000 individually, or $40,000,000 in each case, other than pursuant to commitments and similar arrangements which are in existence as of the date hereofaggregate; (viil) other than except as may be required by Law: (A) terminate any key employee (other than employees to remain in compliance with a base salary in an amount not exceeding $100,000 on an annual basis); applicable Legal Requirements or (B) grantGAAP, make or pay bonus or profit-sharing or similar payment to, or increase the amount any change in any of the wages, salary, commissions, fringe benefits accounting principles or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Businesspractices used by it; (viiim) make or change any material Tax election in a manner inconsistent with the Company’s past practiceselection, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; method, settle or compromise any claimmaterial Tax liability, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling); surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any the extension or waiver of the statute of limitations period applicable to any a material Tax claim or assessment; (ixn) enter into, amend or terminate into any Company Contract that would be an Agere Material Contract other than or an LSI Material Contract, as the case may be, or amend in any material respect any Agere Material Contract or LSI Material Contract, as the Ordinary Course case may be, or grant any release or relinquishment of Businessany material rights under any Agere Material Contract or LSI Material Contract, as the case may be; (xo) initiate or settle grant any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills, (B) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xii) enter into a new line of business; (xiii) terminate or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xv) fail to make any material payment exclusive rights with respect to any of its material Intellectual Property Rights or the Companymaterial Intellectual Property Rights of any of its Subsidiaries, divest any of its material Intellectual Property Rights or the material Intellectual Property Rights of any of its Subsidiaries, or materially modify the standard warranty terms for Agere Products or LSI Products, as the case may be, or services or materially amend or modify any product or service warranty; (p) acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any equity interest therein; (q) authorize, incur or commit to incur any new capital expenditure(s) which in the aggregate exceed $40,000,000; provided, however, that the foregoing shall not limit any maintenance capital expenditures or capital expenditures required pursuant to existing Contracts; (r) settle or compromise any pending or threatened Legal Proceeding or pay, discharge or satisfy or agree to pay, discharge or satisfy any Liability, other than the settlement, compromise, payment, discharge or satisfaction of Legal Proceedings and Liabilities (i) reflected or reserved against in full in the balance sheet included in the Agere Balance Sheet or the LSI Balance Sheet, as the case may be, (ii) covered by existing insurance policies, (iii) settled since the respective dates thereof in the ordinary course of business consistent with past practice, including licensing and other settlements arising out of Agere’s Intellectual Property Business or (iv) otherwise less than $500,000 individually and $5,000,000 in the aggregate; (s) except as required by applicable Legal Requirements or GAAP, revalue in any material respect any of its properties or assets, including writing-off notes or accounts payable receivable other than in the ordinary course of business consistent with past practice; (t) except as required by applicable Legal Requirements, convene any regular or Indebtedness special meeting (or any adjournment or postponement thereof) of its stockholders; or (u) enter into a Contract to do any of the foregoing or knowingly take any action which is reasonably expected to result in a timely manner any of the conditions to the consummation of the transactions contemplated hereby not being satisfied, or knowingly take any action which would materially impair its ability to consummate the transactions contemplated by this Agreement in accordance with the terms thereof and consistent with past practices; (xvi) agree to take, take hereof or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xv) of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Businessmaterially delay such consummation.

Negative Obligations. (a) Except (i) as expressly contemplated or permitted by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals(ii) as may be required by Legal Requirements, (iiiii) as set forth in Section 4.4(a) 5.2 of the Innovate Schedule of ExceptionsRentrak Disclosure Letter or the comScore Disclosure Letter, (iii) as required by applicable Lawthe case may be, or (iv) with as approved in advance by the prior written consent of the Company other party hereto in writing (which consent approval shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), at all times during the Pre-Closing Periodperiod commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9.1 and the Effective Time, neither Innovate Rentrak nor Merger Sub comScore shall, or nor shall either of them cause or permit any Subsidiary of Innovate or Merger Sub their respective Subsidiaries to, do any of the following: (ia) sellpropose to adopt any amendments to or amend their respective certificates of incorporation or bylaws or comparable organizational documents; (b) authorize for issuance, issue, reserve sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, other equity-based commitments, subscriptions, rights to purchase or otherwise) any of their respective securities or any securities of any of their respective Subsidiaries, except for issuance(i) the issuance and sale of shares of common stock pursuant to the exercise or settlement of stock options, set asiderestricted stock units or performance stock units outstanding prior to the date hereof, grant (ii) grants of purchase rights under an employee stock purchase or authorize any shares other similar plan, and (iii) grants to newly hired employees of stock options or other equity awards to purchase or receive common stock granted in the capital ordinary course of business consistent with past practice, with a per share exercise price that is no less than the then-current market price of a share of common stock and not subject to any accelerated vesting or other provision that would be triggered as a result of Innovate the consummation of the Merger or any other transactions contemplated by this Agreement, provided that (A) the aggregate number of shares of common stock subject to such additional stock options or other equity awards does not exceed 250,000 in the case of Rentrak, or 500,000 in the case of comScore, and (B) the aggregate number of shares of common stock subject to stock options or other equity awards granted to any individual newly hired employee does not exceed the current stock or other equity award grant guidelines previously made available to the other party hereto (and, in any case, 10,000 shares for any single individual in the case of Rentrak or 20,000 shares for any single individual in the case of comScore); and (iv) grants to existing employees of stock options or other equity awards to purchase or receive common stock granted in the ordinary course of business consistent with past practice, with a per share exercise price that is no less than the then-current market price of a share of common stock and not subject to any accelerated vesting or other provision that would be triggered as a result of the consummation of the Merger or any other transactions contemplated by this Agreement, provided that (A) the aggregate number of shares of common stock subject to such additional stock options or other equity awards does not exceed 250,000 in the case of Rentrak, or 500,000 in the case of comScore, and (B) the aggregate number of shares of common stock subject to stock options or other equity awards granted to any individual newly hired employee does not exceed the current stock or other equity award grant guidelines previously made available to the other party hereto (and, in any case, 10,000 shares for any single individual in the case of Rentrak or 20,000 shares for any single individual in the case of comScore); (c) acquire or redeem, directly or indirectly, or amend any of their respective securities or any securities of any of their respective Subsidiaries; provided, however, that nothing in this paragraph (c) shall prohibit Rentrak or comScore from dissolving and/or merging into any of its Subsidiaries or any class certain other Subsidiaries that are not material to them and their respective Subsidiaries, taken as a whole; (d) other than cash dividends made either (i) in the ordinary course of securities convertible or exchangeable intobusiness and consistent with past practice, or rights(ii) by any of their respective direct or indirect wholly owned Subsidiaries to themselves or one of their respective Subsidiaries, warrants split, combine or options (subject to Section 5.5) to acquire, reclassify any such shares of capital stock or such convertible or exchangeable securitiesstock, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declare, accrue, set aside or pay any dividend or make any other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock; , or repurchasemake any other actual, redeem constructive or otherwise reacquire any deemed distribution in respect of the shares of capital stock stock; provided, however, that nothing in this paragraph (d) shall prohibit Rentrak or comScore from dissolving and/or merging into any of their respective Subsidiaries certain other securities (except for shares of Innovate Common Stock from terminated employees of Innovate at actual cost)Subsidiaries that are not material to them and their respective Subsidiaries, taken as a whole; (iiie) amend the charter, certificate of incorporation, bylaws, articles of association propose or other charter or organizational documents of Innovate, Merger Sub or any Subsidiary of Innovate, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure, or commitment therefor in excess of $250,000; (vii) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: (A) adopt, establish or enter into or terminate any Innovate Employee Program; (B) cause or permit any Innovate Employee Program to be amended, terminated or rights thereunder to be accelerated, other than as required by Law; (C) hire any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its material assets, properties or rights, or grant any Encumbrance with respect to such assets, properties or rights; in each case, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (x) enter into, amend or terminate any Innovate Material Contract other than in the Ordinary Course of Business; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganizationreorganization of themselves or any of their respective Subsidiaries (other than the transactions contemplated hereby); provided, however, that nothing in this paragraph (e) shall prohibit Rentrak or comScore from dissolving and/or merging into any of their respective Subsidiaries certain other Subsidiaries that are not material to them and their respective Subsidiaries, taken as a whole; (xiiif) apply for(i) incur or assume any long-term or short-term debt or issue any debt securities, negotiate except for (A) letters of credit issued in the ordinary course of business consistent with past practice, (B) short-term debt incurred to fund operations of the business or obtain a Governmental Grant; for cash management purposes, in each case in the ordinary course of business consistent with past practice, (xivC) enter into a new line loans or advances to direct or indirect wholly owned Subsidiaries in the ordinary course of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to make any material payment with respect to any of Innovate’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and business consistent with past practices; , and (xixD) take, agree with respect only to take, or permit any Subsidiary of Innovate to take or agree to take, any of existing indebtedness having a maturity date occurring after the actions specified in clauses (i) through (xviii) date of this Section 4.4(a); or (xx) fail Agreement but prior to timely tender the Effective Time, to refinance, extend or renew the maturity of any fees existing indebtedness in an amount not to exceed such existing indebtedness, provided that such refinancing or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except extension is at prevailing market interest rates and otherwise on terms not materially less favorable in the Ordinary Course of Business. (b) Except (i) as expressly contemplated by this Agreementaggregate than the existing indebtedness being so refinanced, including with respect to the Innovate Post-Closing Financingrenewed or extended, (ii) as set forth other than in Section 4.4(bthe ordinary course of business, assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for any material obligations of the Company Schedule any other Person except obligations of Exceptionsany of their respective direct or indirect wholly owned Subsidiaries, (iii) as required by applicable Lawmake any material loans, advances or capital contributions to or investments in any other Person or (iv) mortgage or pledge any of their or their respective Subsidiaries’ assets, tangible or intangible, or create or suffer to exist any Lien thereupon; (g) except as may be required to satisfy contractual obligations existing on the date hereof, and except as required to satisfy any other obligations under this Section 5.2; (i) enter into, adopt, amend (including to provide for the acceleration of vesting), modify or terminate any bonus, profit sharing, compensation, severance, termination, option, appreciation right, performance stock unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any consultant, director, officer or employee in any manner or increase in any material manner the compensation or fringe benefits of any consultant, director, officer or employee; or (ii) pay any special bonus, remuneration or benefit to any director, officer or employee not required by any plan or arrangement as in effect as of the date hereof, other than, in the case of the preceding subclauses (i) and (ii), retention or transaction bonuses payable in connection with the prior written consent of Innovate (which consent Closing in an amount not to exceed $2,000,000 in the aggregate; provided, however, that this Section 5.2(g) shall not be unreasonably withheldprevent either comScore or Rentrak or any of their respective Subsidiaries (A) from entering into employment agreements, delayed offer letters or conditionedretention agreements with non-officer employees in the ordinary course of business consistent with past practices, (B) from increasing annual compensation of non-officer employees and/or from providing for or amending bonus arrangements for non-officer employees in the ordinary course of compensation reviews (to the extent that such compensation increases and new or amended bonus arrangements are consistent with past practice and do not result in a material increase in the aggregate in benefits or compensation expense), at all times during or (C) amending any comScore Employee Plan or Rentrak Employee Plan to the Pre-Closing Periodextent required by any applicable law or this Agreement, to conform any such comScore Employee Plan or Rentrak Employee Plan to the Company shall not, nor shall it cause requirements of any applicable law or permit this Agreement; (h) forgive any Subsidiary of the Company to, do loans to any of the following:their respective employees, officers or directors or any employees, officers or directors of any of their respective Subsidiaries or Affiliates; (i) sell, issue, reserve for issuance, set aside, grant make any deposits or authorize contributions of cash or other property or take any shares other action to fund or in any other way secure the capital stock payment of the Company compensation or benefits under any of their Employee Benefit Plans or any Employee Benefit Plans of its Subsidiaries any of their respective Subsidiaries, other than deposits and contributions that are required pursuant to the terms of any such Employee Benefit Plans or any class of securities convertible or exchangeable into, or rights, warrants or options Contracts subject to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan Employee Benefit Plans in effect as of the date hereof or shares of the Company upon exercise of a Company Warrantas required by applicable Legal Requirements; (iij) declareenter into, accrueamend, set aside or pay extend any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares from terminated employees of the Company at actual cost)collective bargaining agreement; (iiik) except as set forth acquire, sell, lease, license or dispose of any material property or assets in Section 4.4(b)(iii) any single transaction or series of the Company Schedule of Exceptionsrelated transactions, amend the Company Charter or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv(i) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactionstransactions pursuant to existing Contracts, (Aii) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security transactions in the Company (except for outstanding Company Share Capital issued upon the valid exercise ordinary course of Company Options and/or Company Warrants); (y) any option, warrant or right to acquire any capital stock or any other security of the Company; or (z) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of the Company; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor business consistent with past practice and not in excess of $250,0005,000,000 individually, or $20,000,000 in the aggregate, or (iii) the sale of Rentrak Products or services, in each case, other than pursuant to commitments and similar arrangements which are in existence as the ordinary course of the date hereofbusiness consistent with past practice; (viil) other than except as may be required by Law: (A) terminate any key employee (other than employees to remain in compliance with a base salary in an amount not exceeding $100,000 on an annual basis); or (B) grantGAAP, make or pay bonus or profit-sharing or similar payment to, or increase the amount any change in any of the wages, salary, commissions, fringe benefits accounting principles or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any practices used by either of its directors, employees or consultants; in each case, except in the Ordinary Course of Businessthem; (viiim) make or change any material Tax election in a manner inconsistent with the Company’s past practiceselection, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; method, settle or compromise any claimmaterial Tax liability, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling); surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any the extension or waiver of the statute of limitations period applicable to any a material Tax claim or assessment; (ixn) enter intointo any Contract that would be a Rentrak Material Contract or a comScore Material Contract, as the case may be, or amend in any material respect any Rentrak Material Contract or comScore Material Contract, as the case may be, or grant any release or relinquishment of any material rights under any Rentrak Material Contract or comScore Material Contract, as the case may be; (o) enter into any lease or sublease of real property, or modify, amend or terminate exercise any Company Material Contract other right to renew any lease or sublease of real property, in either case with a term or extending a term ending later than in the Ordinary Course of BusinessExtended Termination Date; (xp) initiate or settle grant any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills, (B) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xii) enter into a new line of business; (xiii) terminate or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xv) fail to make any material payment exclusive rights with respect to any of their respective Intellectual Property Rights that are material to their respective businesses or the Company’s Intellectual Property Rights of any of their respective Subsidiaries that are material to their Subsidiaries’ respective businesses or divest any of their respective Intellectual Property Rights that are material to their respective businesses or the Intellectual Property Rights of any of their respective Subsidiaries that are material to their respective businesses; (q) modify the standard warranty terms for Rentrak Products or comScore Products, as the case may be, or services or materially amend or modify any product or service warranty; (r) acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any equity interest therein; (s) authorize, incur or commit to incur any new capital expenditure(s) that in the aggregate exceed $10 million; provided, however, that the foregoing shall not limit any maintenance capital expenditures or capital expenditures required pursuant to existing Contracts; (t) settle or compromise any pending or threatened Legal Proceeding or pay, discharge or satisfy or agree to pay, discharge or satisfy any Liability, other than the settlement, compromise, payment, discharge or satisfaction of Legal Proceedings and Liabilities (i) reflected or reserved against in full in the balance sheet included in the Rentrak Balance Sheet or the comScore Balance Sheet, as the case may be, (ii) covered by existing insurance policies, or (iii) settled since the respective dates thereof in the ordinary course of business consistent with past practice; (u) except as required by GAAP, revalue in any material respect any of its properties or assets, including writing-off notes or accounts payable receivable other than in the ordinary course of business consistent with past practice; (v) convene any special meeting of their stockholders (or Indebtedness any postponement or adjournment thereof), or propose any matters for consideration and a vote of its stockholders at its respective Stockholder Meeting other than this Agreement, the Merger and the other transactions contemplated by this Agreement; (w) waive (either explicitly or implicitly by non-action or otherwise) any of its rights under any confidentiality, non-disclosure, “standstill,” employee non-solicitation and other similar agreements to which it is a party; or (x) enter into a Contract to do any of the foregoing or knowingly take any action that is reasonably likely to result in a timely manner any of the conditions to the consummation of the transactions contemplated hereby not being satisfied, or knowingly take any action that would make any of their respective representations or warranties set forth in this Agreement untrue or incorrect in any material respect, or that would materially impair their ability to consummate the transactions contemplated by this Agreement in accordance with the terms thereof and consistent with past practices; (xvi) agree to take, take hereof or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xv) of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Businessmaterially delay such consummation.

Negative Obligations. (a) Except (i) as expressly contemplated required by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, (ii) as set forth in Section 4.4(a) of the Innovate FSI Disclosure Schedule of Exceptions, or (iii) as required by applicable Law, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned)Company, at all times during the Pre-Closing Period, neither Innovate FSI shall not, nor Merger Sub shall, or shall it cause or permit any Subsidiary of Innovate or Merger Sub FSI to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of Innovate or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; , or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Innovate FSI Common Stock Shares from terminated employees of Innovate FSI); (ii) except for contractual commitments in place at actual costthe time of this Agreement and disclosed in Section 4.4(a)(ii) of the FSI Disclosure Schedule, and other than as contemplated by the Contemplated Transactions, sell, issue or grant, or authorize the issuance of (A) any capital stock or other security (except for FSI Common Shares issued upon the valid exercise of outstanding FSI Stock Options); (B) any option, warrant or right to acquire any capital stock or any other security; or (C) any instrument convertible into or exchangeable for any capital stock or other security; (iii) amend the charterarticles of continuance, certificate of incorporation, bylaws, articles of association bylaws or other charter or organizational documents of Innovate, Merger Sub FSI or any Subsidiary of InnovateFSI, except as contemplated by this Agreement in connection with the Contemplated Transactions, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transactiontransaction except as related to the Contemplated Transactions; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate; (v) form any new Subsidiary or acquire any equity interest or other interest in any other Person; (viv) other than in the Ordinary Course of Business, lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; or guarantee any debt securities of others; or make any capital expenditure, or commitment therefor in excess of $250,000; (viivi) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: in the Ordinary Course of Business or the new FSI 2022 Equity Incentive Plan in connection with the Contemplated Transactions, and in observance of common practice for a similarly situated company (A) adopt, establish or enter into or terminate any Innovate Company Employee Program; (B) cause or permit any Innovate Company Employee Program to be amended, terminated or rights thereunder to be accelerated, amended other than as required by Law; or (C) hire any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or make any profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees officers or consultants; in each caseemployees (vii) acquire any material asset nor sell, lease or otherwise irrevocably dispose of any of its material assets or properties, nor grant any Encumbrance with respect to such assets or properties, except in the Ordinary Course of Business; (viii) acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its material assets, properties or rights, or grant any Encumbrance with respect to such assets, properties or rights; in each case, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practicesmake, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business and the primary purpose of which does not relate to Taxes; enter into any closing agreement with respect to any material Tax Liability; settle or compromise any claim, notice, audit report or assessment in respect of Taxesany material Tax Liability; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Taxrefund of a material amount of Taxes; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (xix) enter into, amend or terminate any Innovate FSI Material Contract other than in the Ordinary Course of BusinessContract; (xix) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, commence a lawsuit other than (A) for routine collection of bills bills, (B) in such cases as FSI in good faith determines that failure to commence such lawsuit would result in the material impairment of a valuable aspect of FSI’s and/or any Subsidiary of FSI’s business, subject to prior review and approval (with such approval not to be unreasonably withheld) by the Company or (BC) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviiixi) fail to make any material payment with respect to any of InnovateFSI’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xixxii) takeexcept as permitted by Section 4.5, participate in negotiations for, or initiate, solicit, seek or knowingly encourage or support, any inquiries, proposals or offers relating to, any potential transaction or series of transactions involving any acquisition of an equity interest in any Person, or the purchase or license of any assets or properties; (xiii) agree to take, take or permit any Subsidiary of Innovate FSI to take or agree to take, any of the actions specified in clauses (i) through (xviiixii) of this Section 4.4(a); or (xxxiv) fail to timely tender any fees amend the FSI Articles or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Businessapproved FSI A&R Bylaws. (b) Except (i) as expressly contemplated required by this Agreement, including with respect to the Innovate Post-Closing Financing, (ii) as set forth in Section 4.4(b) of the Company Disclosure Schedule of Exceptions, or (iii) as required by applicable Law, or (iv) with the prior written consent of Innovate (which consent shall not be unreasonably withheld, delayed or conditioned)FSI, at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, not do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares Common Stock from terminated employees of the Company at actual costCompany); (iiiii) except as set forth in Section 4.4(b)(iii) of the Company Schedule of Exceptions, amend the Company Charter Organizational Documents or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transactiontransaction except as related to the Contemplated Transactions; (iviii) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv4.4(b)(iii) of the Company Schedule Disclosure Schedule, sell, issue grant, or authorize the issuance of, or make any commitments to do any of Exceptionsthe foregoing, and other than as contemplated by the Contemplated Transactions, Transactions (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants)security; (yB) any option, warrant or right to acquire any capital stock or any other security of the Companysecurity; or (zC) any instrument convertible into, exercisable into or exchangeable for any capital stock or other security of the Companysecurity; (viv) form any Subsidiary or acquire any equity interest or other interest in any other Person; (viv) other than in the Ordinary Course of Business, lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor in excess of $250,000, in each case, other than pursuant to commitments and similar arrangements which are in existence as of the date hereof; (viivi) other than in the Ordinary Course of Business, and in observance of common practice for a similarly situated company (A) adopt, establish or enter into any Company Employee Program; (B) cause or permit any Company Employee Program to be amended other than as required by Law: (A) terminate any key employee (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis); or (BC) grant, make or pay any bonus or make any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees officers or consultants; in each caseemployees; (vii) acquire any material asset nor sell, lease or otherwise irrevocably dispose of any of its assets or properties, nor grant any Encumbrance with respect to such assets or properties, except in the Ordinary Course of Business; (viii) make any material Tax election in a manner inconsistent with the Company’s past practicesmake, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business and the primary purpose of which does not relate to Taxes; enter into any closing agreement with respect to any material Tax Liability; settle or compromise any claim, notice, audit report or assessment in respect of Taxesany material Tax Liability; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling)Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Taxrefund of a material amount of Taxes; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (ix) enter into, amend or terminate any Company Material Contract other than in the Ordinary Course of BusinessContract; (x) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, commence a lawsuit other than (A) for routine collection of bills, (B) in such cases as the Company in good faith determines that failure to commence such lawsuit would result in the material impairment of a valuable aspect of the Company’s business, subject to prior review and approval (with such approval not to be unreasonably withheld) by FSI or (C) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20Agreement; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xii) enter into a new line of business; (xiii) terminate or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xv) fail to make any material payment with respect to any of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices;; or (xvixii) agree to take, take take, or permit any Subsidiary of the Company to take or agree to take, take any of the actions specified in clauses (i) through (xvxi) of this Section 4.4(b); or. (xviic) fail Notwithstanding any other provision of this Agreement, prior to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminatethe Closing, except FSI may accelerate the vesting in the Ordinary Course full of Businessall then outstanding FSI Stock Options.

Negative Obligations. (a) Except (i) as expressly contemplated or permitted by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, (ii) as set forth in Section Part 4.4(a) of the Innovate Schedule of ExceptionsForza Disclosure Schedule, (iii) as required by applicable Law, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Periodperiod commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to ARTICLE 9 and the Effective Time, neither Innovate Forza shall not, nor Merger Sub shall, or shall it cause or permit any Subsidiary of Innovate or Merger Sub its Subsidiaries to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of Innovate or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities (except than for shares of Innovate Common Forza Capital Stock from terminated employees issuable as a dividend that have accrued pursuant to the Forza’s certificate of Innovate at actual cost)incorporation; (iiiii) amend the charter, certificate of incorporation, bylaws, articles of association bylaws or other charter or organizational documents of Innovate, Merger Sub or any Subsidiary of InnovateForza, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transactiontransaction except as expressly contemplated by this Agreement; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (viiii) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure, or commitment therefor in excess of $250,000; (vii) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: (A) adopt, establish or enter into or terminate any Innovate Employee Program; (B) cause or permit any Innovate Employee Program to be amended, terminated or rights thereunder to be accelerated, other than as required by Law; (C) hire any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its material assets, properties or rights, or grant any Encumbrance with respect to such assets, properties or rights; in each case, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (x) enter into, amend or terminate any Innovate Material Contract other than in the Ordinary Course of Business; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to make any material payment with respect to any of Innovate’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xix) take, agree to take, or permit any Subsidiary of Innovate to take or agree to take, any of the actions specified in clauses (i) through (xviii) of this Section 4.4(a); or (xx) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Business. (b) Except (i) as expressly contemplated by this Agreement, including with respect to the Innovate Post-Closing Financing, (ii) as set forth in Section 4.4(b) of the Company Schedule of Exceptions, (iii) as required by applicable Law, or (iv) with the prior written consent of Innovate (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares from terminated employees of the Company at actual cost); (iii) except as set forth in Section 4.4(b)(iii) of the Company Schedule of Exceptions, amend the Company Charter or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions, (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants); (y) any option, warrant or right to acquire any capital stock or any other security of the Company; or (z) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of the Company; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor in excess of $250,000, in each case, other than pursuant to commitments and similar arrangements which are in existence as of the date hereofcommitment; (viiiv) other than as required by Law: (A) terminate any key employee (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis); or (B) grantmake, make or pay bonus or profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) make any material Tax election in a manner inconsistent with the Company’s past practicesrescind, change or revoke any material Tax election; file any material amendment to any income or other material Tax Return; adopt or change (or request to adopt or change) any material accounting method in respect of Taxes; change (or request to change) any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement (other than commercial Contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes); enter into any closing agreement with respect to any material amount of Tax; settle or compromise any claim, notice, audit report or assessment in respect of Taxesa material amount of Tax; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling)Taxes; surrender any right to claim a material Tax refund; or consent to or request any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (v) enter into any material transaction outside the Ordinary Course of Business; (vi) enter into, amend or terminate any Forza Material Contract other than in the Ordinary Course of Business; (vii) terminate or modify in any material respect, or fail to exercise renewal rights with respect to, any material insurance policy unless replaced with a commercially reasonable new policy that is approved by the Board of Directors of Forza; (viii) other than as required by Law or GAAP, take any action to change Forza’s accounting policies or procedures; (ix) issue any shares of Forza Common Stock or other securities of Forza, or incur any indebtedness for borrowed money; or (x) agree, resolve or commit to do any of the foregoing. (b) Except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth in Part 4.4(b) of the Company Disclosure Schedule, (iii) as required by applicable Law, or (iv) with the prior written consent of Forza (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article 9 and the Effective Time, the Company shall not, nor shall it cause or permit any of its Subsidiaries to, do any of the following: (i) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock other than for shares of Company Capital Stock issuable as a dividend that have accrued pursuant to the Company’s certificate of incorporation; (ii) amend the certificate of incorporation, bylaws or other charter or organizational documents of the Company; (iii) lend money to any Person; incur or guarantee any indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment; (iv) make, rescind, change or revoke any material Tax election; file any material amendment to any income or other material Tax Return; adopt or change (or request to adopt or change) any material accounting method in respect of Taxes; change (or request to change) any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreementagreement (other than commercial Contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes); enter into any closing agreement with respect to any material amount of Tax; settle or compromise any claim, notice, audit report or assessment in respect of a material amount of Tax; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a material Tax refund; or consent to or request any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (ixv) enter into any material transaction outside the Ordinary Course of Business; (vi) enter into, amend or terminate any Company Material Contract other than in the Ordinary Course of Business; (xvii) initiate terminate or settle modify in any lawsuitmaterial respect, claimor fail to exercise renewal rights with respect to, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection any material insurance policy unless replaced with a commercially reasonable new policy that is approved by the Board of bills, (B) for a breach Directors of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20the Company; (xiviii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xii) enter into a new line of business; (xiii) terminate or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, take any action to change the Company’s accounting policies or procedures; (xv) fail to make any material payment with respect to any of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xvi) agree to take, take or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xv) of this Section 4.4(b); or (xviiix) fail agree, resolve or commit to timely tender do any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in of the Ordinary Course of Businessforegoing.

Negative Obligations. (a) Except (i) as expressly contemplated or permitted by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, (ii) as set forth in Section 4.4(a) of the Innovate Schedule of ExceptionsParent Disclosure Schedule, (iii) as required by applicable Lawreasonably necessary to ensure that Parent complies with Laws and pre-existing contractual obligations, including, without limitation, Parent’s obligation under the Parent PIPE Financing, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), at all times during the Pre-Closing Period, neither Innovate Parent shall not, nor Merger Sub shall, or shall it cause or permit any Subsidiary of Innovate or Merger Sub Parent to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of Innovate or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Innovate Parent Common Stock from terminated employees of Innovate Parent); (ii) except for (A) contractual commitments in place at actual costthe time of this Agreement and disclosed in the Parent SEC Reports, Section 3.10 and/or Section 3.13(a) of the Parent Disclosure Schedule and (B) as contemplated by the Parent PIPE Financing, and other than as contemplated by the Contemplated Transactions, sell, issue or grant, or authorize the issuance of: (i) any capital stock or other security (except for Parent Common Stock issued upon the valid exercise of outstanding Parent Stock Options); (ii) any option, warrant or right to acquire any capital stock or any other security; or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (iii) amend the charter, certificate of incorporation, bylaws, articles of association bylaws or other charter or organizational documents of Innovate, Merger Sub Parent or any Subsidiary of InnovateParent, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transactiontransaction except as related to the Contemplated Transactions; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate; (v) form any new Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure, or commitment therefor in excess of $250,000; (vii) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: (A) adopt, establish or enter into or terminate any Innovate Employee Program; (B) cause or permit any Innovate Employee Program to be amended, terminated or rights thereunder to be accelerated, other than as required by Law; (C) hire any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its material assets, properties or rights, or grant any Encumbrance with respect to such assets, properties or rights; in each case, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (x) enter into, amend or terminate any Innovate Material Contract other than in the Ordinary Course of Business; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to make any material payment with respect to any of Innovate’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xix) take, agree to take, or permit any Subsidiary of Innovate to take or agree to take, any of the actions specified in clauses (i) through (xviii) of this Section 4.4(a); or (xx) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Business. (b) Except (i) as expressly contemplated by this Agreement, including with respect to the Innovate Post-Closing Financing, (ii) as set forth in Section 4.4(b) of the Company Schedule of Exceptions, (iii) as required by applicable Law, or (iv) with the prior written consent of Innovate (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares from terminated employees of the Company at actual cost); (iii) except as set forth in Section 4.4(b)(iii) of the Company Schedule of Exceptions, amend the Company Charter or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions, (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants); (y) any option, warrant or right to acquire any capital stock or any other security of the Company; or (z) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of the Company; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor in excess of $250,000, in each case, other than pursuant to commitments and similar arrangements which are in existence as of the date hereof100,000; (viivi) (A) adopt, establish or enter into any Parent Employee Program; (B) cause or permit any Parent Employee Program to be amended other than as required by Law: Law or in order to make amendments for the purposes of Section 409A of the Code, subject to prior review and approval (Awith such approval not to be unreasonably withheld) terminate by the Company; (C) hire any key new employee or consultant, (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis); or (BD) grant, make or pay any severance, bonus or profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; consultants other than pursuant to plans or arrangements in each caseexistence as at the date of this Agreement; (vii) acquire any material asset nor sell, lease or otherwise irrevocably dispose of any of its material assets or properties, nor grant any Encumbrance with respect to such assets or properties, except in the Ordinary Course of Business; (viii) make any material Tax election in a manner inconsistent with the Company’s past practicesmake, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business with vendors, customers or landlords; enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling)Taxes; surrender any right to claim a material Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (ix) enter into, amend or terminate any Parent Material Contract; (x) commence a lawsuit other than (A) for routine collection of bills, (B) in such cases as Parent in good faith determines that failure to commence such lawsuit would result in the material impairment of a valuable aspect of Parent’s and/or any Subsidiary of Parent business or (C) for a breach of this Agreement; or (xi) agree to take, take or permit any Subsidiary of Parent to take or agree to take, any of the actions specified in clauses (i) through (x) of this Section 4.4(a) (b) Except (i) as expressly contemplated or permitted by this Agreement, (ii) as contemplated in connection with the Series C Transaction Documents, (iii) as set forth in Section 4.4(b) of the Company Disclosure Schedule, (iv) as reasonably necessary to ensure that the Company complies with Laws and pre-existing contractual obligations, including, without limitation, the Company’s obligation to issue shares of Company Common Stock in the Company Common Stock Financing or shares of Company Series C-2 Preferred Stock in the Company Backstop Financing, (v) the issuance of shares of Company Capital Stock pursuant to the exercise or conversion of Company Stock Options, Company Warrants, Company Series A Preferred Stock or Company Series B Preferred Stock, (vi) the issuance of Company Stock Options or other securities issuable pursuant to the Company Option Plans or otherwise to employees, directors and other service providers; or (vii) with the prior written consent of Parent (which consent shall not be unreasonably withheld), at all times during the Pre-Closing Period, the Company shall not do any of the following: (i) Declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Common Stock from terminated employees of the Company); (ii) except with respect to the filing of the Certificate of Designations, Preferences and Rights of Series C-2 Preferred Convertible Preferred Stock in connection with the Company Backstop Financing, amend the Company Charter, Company Bylaws or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iii) except for (A) contractual commitments in place at the time of this Agreement and disclosed as a Company Material Contract or (B) as contemplated by the Company Common Stock Financing or Company Backstop Financing, sell, issue or grant, or authorize the issuance of, or make any commitments to do any of the foregoing, other than as contemplated by the Contemplated Transactions: (i) any capital stock or other security (except for (a) Company Stock Options or shares of Company Common Stock issued to Company employees or consultants or (b) shares of Company Common Stock issued upon the valid exercise of Company Stock Options”); (ii) any option, warrant or right to acquire any capital stock or any other security; or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (iv) form any Subsidiary or acquire any equity interest or other interest in any other Person; (v) other than in the Ordinary Course of Business, lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment in excess of $100,000; (vi) other than in the Ordinary Course of Business, and in observance of common practice for a similarly-situated company: (i) adopt, establish or enter into any Company Employee Program, (ii) cause or permit any Company Employee Program to be amended other than as required by Law, or (iii) pay any bonus or made any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (vii) acquire any material asset nor sell, lease or otherwise irrevocably dispose of any of its assets or properties, nor grant any Encumbrance with respect to such assets or properties, except in the Ordinary Course of Business consistent with past practices; (viii) make, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business with vendors, customers or landlords; enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (ix) enter into, amend or terminate any Company Material Contract other than in that would increase the Ordinary Course of BusinessCompany’s obligations thereunder; (x) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, commence a lawsuit other than (A) for routine collection of bills, (B) in such cases as the Company in good faith determines that failure to commence such lawsuit would result in the material impairment of a valuable aspect of the Company’s business or (C) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20Agreement; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xii) enter into a new line of business; (xiii) terminate or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xv) fail to make any material payment with respect to any of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices;; or (xvixii) agree to take, take or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xv) of xii)of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Business.

Negative Obligations. (a) Except (i) as expressly contemplated or permitted by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, (ii) as set forth in Section Part 4.4(a) of the Innovate Schedule of ExceptionsTranzyme Disclosure Schedule, (iii) as required by applicable Lawreasonably necessary to ensure that Tranzyme complies with Legal Requirements and pre-existing contractual obligations, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Periodperiod commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9 and the Effective Time, neither Innovate Tranzyme shall not, nor Merger Sub shall, or shall it cause or permit any Subsidiary of Innovate or Merger Sub Tranzyme to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of Innovate or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Innovate Tranzyme Common Stock from terminated employees of Innovate Tranzyme); (ii) except for contractual commitments in place at actual costthe time of this Agreement and disclosed in Part 3.9 and/or Part 3.13 of the Tranzyme Disclosure Schedule, and other than as contemplated by the Contemplated Transactions or the Company Financing, sell, issue or grant, or authorize the issuance of: (i) any capital stock or other security (except for Tranzyme Common Stock issued upon the valid exercise of outstanding Tranzyme Options); (ii) any option, warrant or right to acquire any capital stock or any other security; or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (iii) amend the charter, certificate of incorporation, bylaws, articles of association bylaws or other charter or organizational documents of Innovate, Merger Sub Tranzyme or any Subsidiary of InnovateTranzyme, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transactiontransaction except as related to the Contemplated Transactions; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate; (v) form any new Subsidiary or acquire any equity interest or other interest in any other PersonEntity; (viv) lend money to any Person; incur or guarantee any Indebtedness indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure, expenditure or commitment therefor in excess of $250,00025,000, other than in the Ordinary Course of Business or in connection with Tranzyme’s winding down of operations; (viivi) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: (A) adopt, establish or enter into or terminate any Innovate Tranzyme Employee ProgramPlan; (B) cause or permit any Innovate Tranzyme Employee Program Plan to be amended, terminated or rights thereunder to be accelerated, amended other than as required by Lawlaw or in order to make amendments for the purposes of Section 409A of the Code, subject to prior review and approval (with such approval not to be unreasonably withheld) by the Company; (C) hire any new employee or consultant or terminate any key employee (in each caseconsultant, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in ; (vii) enter into any material transaction outside the Ordinary Course of Business; (viii) acquire any material asset or nor sell, lease or otherwise irrevocably dispose of any of its material assetsassets or properties, properties or rights, or nor grant any Encumbrance with respect to such assets, properties assets or rights; in each caseproperties, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practicesmake, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business with vendors, customers or landlords; enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a material Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (x) enter into, amend or terminate any Innovate Tranzyme Material Contract other than in the Ordinary Course of BusinessContract; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, commence a lawsuit other than (A) for routine collection of bills bills, (B) in such cases as Tranzyme in good faith determines that failure to commence such lawsuit would result in the material impairment of a valuable aspect of Tranzyme’s and/or any Subsidiary of Tranzyme’s business, provided that Tranzyme consults with the Company prior to the filing of such lawsuit or (BC) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to make any material payment with respect to any of InnovateTranzyme’s accounts payable or Indebtedness indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices;practice; or (xixxiii) take, agree to take, take or permit any Subsidiary of Innovate Tranzyme to take or agree to take, any of the actions specified in clauses (i) through (xviiixii) of this Section 4.4(a); or (xx) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Business. (b) Except (i) as expressly contemplated or permitted by this Agreement, including with respect to the Innovate Post-Closing Financing, (ii) as set forth in Section Part 4.4(b) of the Company Schedule of ExceptionsDisclosure Schedule, (iii) as required by applicable Lawreasonably necessary to ensure that the Company complies with Legal Requirements and pre-existing contractual obligations, or (iv) with the prior written consent of Innovate Tranzyme (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Periodperiod commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9 and the Effective Time, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declareDeclare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares Common Stock from terminated employees of the Company at actual costCompany); (iiiii) except as set forth in Section 4.4(b)(iii) of the Company Schedule of Exceptions, amend the Company Charter certificate of incorporation, bylaws or other charter or organizational documents of the CompanyCompany (other than to increase the number of authorized shares if required in connection with the Company Financing), or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iviii) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) Part 2.9 and/or Part 2.13 of the Company Schedule Disclosure Schedule, sell, issue or grant, or authorize the issuance of, or make any commitments to do any of Exceptionsthe foregoing, and other than as contemplated by the Contemplated Transactions, Transactions or the Company Financing: (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (xi) any capital stock or other security in the Company (except for outstanding (a) Company Share Capital Options or shares of Company Common Stock issued to Company employees or consultants or (b) shares of Company Common Stock issued upon the valid exercise of Company Options and/or Company WarrantsOptions, each which shall be subject to the adjustments contemplated in the definition of “Fully Diluted Basis”); (yii) any option, warrant or right to acquire any capital stock or any other security of the Companysecurity; or (ziii) any instrument convertible into, exercisable into or exchangeable for any capital stock or other security of the Companysecurity; (viv) form any Subsidiary or acquire any equity interest or other interest in any other PersonEntity; (viv) other than in the Ordinary Course of Business, lend money to any Person; incur or guarantee any Indebtedness indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor in excess of $250,000, in each case, other than pursuant to commitments and similar arrangements which are in existence as of the date hereof25,000; (viivi) other than in the Ordinary Course of Business, and in observance of common practice for a similarly-situated company: (i) adopt, establish or enter into any Company Employee Plan; (ii) cause or permit any Company Employee Plan to be amended other than as required by Law: (A) terminate any key employee (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis)law; or (Biii) grant, make or pay any bonus or made any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees officers or consultants; in each case, except in employees; (vii) enter into any material transaction outside the Ordinary Course of Business; (viii) make acquire any material Tax election asset nor sell, lease or otherwise irrevocably dispose of any of its assets or properties, nor grant any Encumbrance with respect to such assets or properties, except in a manner inconsistent the Ordinary Course of Business consistent with the Company’s past practices; (ix) make, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business with vendors, customers or landlords; enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling)Taxes; surrender any right to claim a material Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (ixx) enter into, amend or terminate any Company Material Contract other than in the Ordinary Course of BusinessContract; (xxi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, commence a lawsuit other than (A) for routine collection of bills, (B) in such cases as the Company in good faith determines that failure to commence such lawsuit would result in the material impairment of a valuable aspect of the Company’s business, provided that the Company consults with Tranzyme prior to the filing of such lawsuit or (C) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganizationAgreement; (xii) enter into a new line of business; (xiii) terminate or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xv) fail to make any material payment with respect to any of the Company’s accounts payable or Indebtedness indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices;; or (xvixiii) agree to take, take or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xvxi) of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Business.

Negative Obligations. (a) Except (i) as expressly contemplated or permitted by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, (ii) as set forth in Section 4.4(a) 5.2 of the Innovate Reliant Disclosure Schedule of Exceptionsor the Thermage Disclosure Schedule, as the case may be, (iii) as required by applicable Lawto consummate the Distribution and the execution of the License Agreement, or (iv) with the prior written consent of by the Company (other party hereto, which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Periodperiod commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, neither Innovate Reliant nor Merger Sub Thermage shall, or nor shall either of them cause or permit any Subsidiary of Innovate or Merger Sub their respective Subsidiaries to, do any of the following: (ia) sellpropose to adopt any amendments to or amend its certificate of incorporation or bylaws or comparable organizational documents; (b) authorize for issuance, issue, reserve sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, other equity-based (whether payable in cash, securities or other property or any combination of the foregoing) commitments, subscriptions, rights to purchase or otherwise) any of its securities or any securities of any of its Subsidiaries, except for issuance(i) the issuance and sale of shares of common stock pursuant to stock options or restricted stock units outstanding prior to the date hereof, set aside(ii) grants of purchase rights under an employee stock purchase or other similar plan, grant and (iii) grants to newly hired employees or authorize any shares refresh grants to current employees of restricted stock units covering or stock options to purchase common stock granted in the capital ordinary course of business consistent with past practice, in the case of stock options, with a per share exercise price that is no less than the then-current market price of Innovate a share of common stock, and with respect to either stock options or restricted stock units, not, in the case of grants by Thermage subject to any accelerated vesting or other provision that would be triggered solely as a result of the consummation of the transactions contemplated hereby. (c) amend any of its securities or any securities of any of its Subsidiaries; provided, however, that nothing in this paragraph (c) shall prohibit Reliant or Thermage from dissolving and/or merging into any of its Subsidiaries or any class of securities convertible or exchangeable intocertain other Subsidiaries that are not material to it and its Subsidiaries, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans taken as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicablea whole; (iid) incur any indebtedness or guarantee any indebtedness for borrowed money or issue or sell any debt securities or guarantee any debt securities or other obligations of others or create a Lien over any of its assets; (e) declare, accrue, set aside or pay any dividend or make any other distribution of property in respect of any shares of capital stock; , or repurchasemake any other actual, redeem constructive or otherwise reacquire any deemed distribution of property in respect of the shares of capital stock or other securities (except for shares of Innovate Common Stock from terminated employees of Innovate at actual cost)stock; (iiif) amend the charter, certificate of incorporation, bylaws, articles of association propose or other charter or organizational documents of Innovate, Merger Sub or any Subsidiary of Innovate, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure, or commitment therefor in excess of $250,000; (vii) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: (A) adopt, establish or enter into or terminate any Innovate Employee Program; (B) cause or permit any Innovate Employee Program to be amended, terminated or rights thereunder to be accelerated, other than as required by Law; (C) hire any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its material assets, properties or rights, or grant any Encumbrance with respect to such assets, properties or rights; in each case, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (x) enter into, amend or terminate any Innovate Material Contract other than in the Ordinary Course of Business; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line reorganization of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate it or any of its Subsidiaries (other than the transactions contemplated hereby); provided, however, that is nothing in this paragraph (e) shall prohibit Reliant or Thermage from dissolving and/or merging into any of its Subsidiaries certain other Subsidiaries that are not promptly replaced by material to it and its Subsidiaries, taken as a comparable amount of insurance coveragewhole; (xviig) forgive any loans to any of its employees, officers or directors or any employees, officers or directors of any of its Subsidiaries, or any of its Affiliates; (h) increase the compensation payable or to become payable to its officers or employees, or grant any severance or termination pay to, or enter into any severance agreement with any director, officer or other employee, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any such director, officer or employee, except the parties may make any amendments to existing employee benefit plans to the extent necessary to maintain their compliance with applicable Legal Requirements (including any amendments necessary or desirable to comply with Section 409A of the Code so as to avoid the imposition of additional Tax with respect thereto); (i) make any deposits or contributions of cash or other property to or take any actionother action to fund or in any other way secure the payment of compensation or benefits under any of its Employee Benefit Plans or any Employee Benefit Plans of any of its Subsidiaries, other than deposits and contributions that are required pursuant to the terms of any such Employee Benefit Plans or any Contracts subject to any such Employee Benefit Plans in effect as of the date hereof or as required by applicable Law Legal Requirements; (j) enter into, amend, or extend any collective bargaining agreement; (k) acquire, sell, lease, license or dispose of any material property or assets in any single transaction or series of related transactions, except for (i) transactions pursuant to existing Contracts, or (ii) transactions in the ordinary course of business consistent with past practice; (l) except as may be required by applicable Legal Requirements or GAAP, to make any change in any of the accounting policies principles or procedurespractices used by it; (xviiim) fail to make or change any material payment with respect Tax election, adopt or change any Tax accounting method, settle or compromise any material Tax liability, or consent to the extension or waiver of the limitations period applicable to a material Tax claim or assessment; (n) enter into any Material Contract, other than for the sale of Innovate’s accounts payable or Indebtedness products in a timely manner in accordance with the terms thereof and ordinary course of business consistent with past practices; (xixo) takeamend in any material respect any Reliant Material Contract or Thermage Material Contract, agree to takeas the case may be, or permit grant any Subsidiary release or relinquishment of Innovate to take any material rights under any Reliant Material Contract or agree to takeThermage Material Contract, as the case may be; (p) sell, assign, transfer, license or sublicense, pledge or otherwise encumber any Thermage Intellectual Property Right or Reliant Intellectual Property Right, as applicable (other than non-exclusive licenses in the ordinary course of the actions specified in clauses (i) through (xviii) of this Section 4.4(abusiness consistent with past practice); or (xxq) fail acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any equity interest therein; (r) mortgage, pledge or subject to timely tender Lien, any fees of its assets or make properties; (s) authorize, incur or commit to incur any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except new capital expenditure(s) which in the Ordinary Course of Business.aggregate exceed $100,000; provided, however, that the foregoing shall not limit any maintenance capital expenditures or capital expenditures required pursuant to existing Contracts; (bt) Except settle or compromise any pending or threatened Legal Proceeding or pay, discharge or satisfy or agree to pay, discharge or satisfy any Liability, other than the settlement, compromise, payment, discharge or satisfaction of Legal Proceedings and Liabilities (i) as expressly contemplated by this Agreement, including with respect to the Innovate Post-Closing Financing, (ii) as set forth reflected or reserved against in Section 4.4(b) of the Company Schedule of Exceptions, (iii) as required by applicable Law, or (iv) with the prior written consent of Innovate (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares full in the capital stock of Reliant Balance Sheet or the Company or any of its Subsidiaries or any class of securities convertible or exchangeable intoThermage Balance Sheet, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under as the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrantcase may be; (iiu) declare, accrue, set aside or pay any dividend or make any other distribution in respect initiation of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares from terminated employees of the Company at actual cost); (iii) except as set forth in Section 4.4(b)(iii) of the Company Schedule of Exceptions, amend the Company Charter or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions, (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants); (y) any option, warrant or right to acquire any capital stock or any other security of the Company; or (z) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of the Companymaterial Legal Proceeding; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor in excess of $250,000, in each case, other than pursuant to commitments and similar arrangements which are in existence as of the date hereof; (vii) other than except as required by Law: (A) terminate applicable Legal Requirements or GAAP, revalue in any key employee (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis); or (B) grant, make or pay bonus or profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, material respect any of its directorsproperties or assets, employees including writing-off notes or consultants; in each case, except in the Ordinary Course of Business; (viii) make any material Tax election in a manner inconsistent with the Company’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling); surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (ix) enter into, amend or terminate any Company Material Contract accounts receivable other than in the Ordinary Course ordinary course of Business;business consistent with past practice; or (x) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills, (B) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiiw) enter into a new line Contract to do any of business; (xiii) terminate the foregoing or cancel knowingly take any insurance coverage policy maintained by action which is reasonably expected to result in any of the Company conditions to the consummation of the transactions contemplated hereby not being satisfied, or knowingly take any action which would make any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law representations or GAAP, to change accounting policies warranties set forth in this Agreement untrue or procedures; (xv) fail to make incorrect in any material payment with respect respect, or that would materially impair its ability to any of consummate the Company’s accounts payable or Indebtedness in a timely manner transactions contemplated by this Agreement in accordance with the terms thereof and consistent with past practices; (xvi) agree to take, take hereof or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xv) of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Businessmaterially delay such consummation.

Negative Obligations. (a) Except (i) as expressly contemplated or permitted by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, or (ii) as set forth in Section 4.4(a) of the Innovate Schedule of Exceptions, (iii) as required by applicable Law, or (iv) with the prior written consent of the Company (Syneron, which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Periodperiod commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, neither Innovate nor Merger Sub shall, or Primaeva shall cause or permit any Subsidiary of Innovate or Merger Sub to, not do any of the following: (ia) sellpropose to adopt any amendments to or amend its certificate of incorporation or bylaws or comparable organizational documents; (b) authorize for issuance, issue, reserve for issuancesell, set asidedeliver or agree or commit to issue, grant sell or authorize deliver (whether through the issuance or granting of options, warrants, other equity based (whether payable in cash, securities or other property or any shares in combination of the capital stock of Innovate foregoing) commitments, subscriptions, rights to purchase or otherwise) any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options the issuance and sale of shares of common stock pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options stock options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on prior to the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (iic) amend any of its securities; (d) incur any indebtedness or guarantee any indebtedness for borrowed money or issue or sell any debt securities or guarantee any debt securities or other obligations of others or create a Lien over any of its assets; (e) declare, accrue, set aside or pay any dividend or make any other distribution of property in respect of any shares of capital stock; , or repurchasemake any other actual, redeem constructive or otherwise reacquire any deemed distribution of property in respect of the shares of capital stock or other securities (except for shares of Innovate Common Stock from terminated employees of Innovate at actual cost)stock; (iiif) amend the charter, certificate of incorporation, bylaws, articles of association propose or other charter or organizational documents of Innovate, Merger Sub or any Subsidiary of Innovate, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure, or commitment therefor in excess of $250,000; (vii) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: (A) adopt, establish or enter into or terminate any Innovate Employee Program; (B) cause or permit any Innovate Employee Program to be amended, terminated or rights thereunder to be accelerated, other than as required by Law; (C) hire any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its material assets, properties or rights, or grant any Encumbrance with respect to such assets, properties or rights; in each case, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (x) enter into, amend or terminate any Innovate Material Contract other than in the Ordinary Course of Business; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiiig) apply forforgive any loans to any of its employees, negotiate officers or obtain a Governmental Grantdirectors; (xivh) increase the compensation payable or to become payable to its officers or employees, or grant any severance or termination pay to, or enter into a new line any severance agreement with any director, officer or other employee, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of business; (xv) take any action to delistsuch director, deregister officer or any other action employee, except the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to parties may make any material payment amendments to existing employee benefit plans to the extent necessary to maintain their compliance with applicable Legal Requirements (including any amendments necessary or desirable to remain exempt from or comply with Section 409A of the Code so as to avoid the imposition of additional Tax with respect to any of Innovate’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practicesthereto); (xix) take, agree to take, or permit any Subsidiary of Innovate to take or agree to take, any of the actions specified in clauses (i) through (xviii) of this Section 4.4(a); or (xx) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Business. (b) Except (i) as expressly contemplated by this Agreement, including with respect to the Innovate Post-Closing Financing, (ii) as set forth in Section 4.4(b) of the Company Schedule of Exceptions, (iii) as required by applicable Law, or (iv) with the prior written consent of Innovate (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant make any deposits or authorize contributions of cash or other property to or take any shares other action to fund or in any other way secure the capital stock payment of the Company compensation or benefits under any of its Subsidiaries Employee Benefit Plans, other than deposits and contributions that are required pursuant to the terms of any such Employee Benefit Plans or any class of securities convertible or exchangeable into, or rights, warrants or options Contracts subject to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan Employee Benefit Plans in effect as of the date hereof or shares of the Company upon exercise of a Company Warrantas required by applicable Legal Requirements; (iij) declareenter into, accrueamend, set aside or pay extend any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares from terminated employees of the Company at actual cost)collective bargaining agreement; (iiik) except as set forth acquire, sell, lease, license or dispose of any material property or assets in Section 4.4(b)(iii) any single transaction or series of the Company Schedule of Exceptionsrelated transactions, amend the Company Charter or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions, (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants); (y) any option, warrant or right to acquire any capital stock or any other security of the Company; or (z) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of the Company; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor in excess of $250,000, in each case, other than pursuant to commitments and similar arrangements which are in existence as of the date hereof; (vii) other than as required by Law: (A) terminate any key employee (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis); or (B) grant, make or pay bonus or profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except transactions in the Ordinary Course of Business; (viiil) except as may be required by applicable Legal Requirements or GAAP, make any change in any of the accounting principles or practices used by it; (m) make or change any material Tax election in a manner inconsistent with the Company’s past practiceselection, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; method, settle or compromise any claimmaterial Tax liability, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling); surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any the extension or waiver of the statute of limitations period applicable to any a material Tax claim or assessmentassessment or a material Tax Return; (ixn) enter intointo any Material Contract; (o) amend in any material respect any Primaeva Material Contract, amend or terminate grant any Company release or relinquishment of any material rights under any Primaeva Material Contract Contract; (p) sell, assign, transfer, license or sublicense, pledge or otherwise encumber any Primaeva Intellectual Property Right; or (q) acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any equity interest therein; (r) mortgage, pledge or subject to Lien, any of its assets or properties; (s) authorize, incur or commit to incur any new capital expenditure(s) which in the aggregate exceed $10,000; (t) settle or compromise any pending or threatened Legal Proceeding or pay, discharge or satisfy or agree to pay, discharge or satisfy any Liability, other than the settlement, compromise, payment, discharge or satisfaction of Legal Proceedings and Liabilities reflected or reserved against in full in the Primaeva Financial Statements; (u) initiate of any material Legal Proceeding; (v) except as required by applicable Legal Requirements or GAAP, revalue in any material respect any of its properties or assets, including writing-off notes or accounts receivable other than in the Ordinary Course of Business; (x) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills, (B) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiiw) enter into a new line Contract to do any of business; (xiii) terminate the foregoing or cancel Knowingly take any insurance coverage policy maintained by action which is reasonably expected to result in any of the Company conditions to the consummation of the transactions contemplated hereby not being satisfied, or Knowingly take any action which would make any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law representations or GAAP, to change accounting policies warranties set forth in this Agreement untrue or procedures; (xv) fail to make incorrect in any material payment with respect respect, or that would materially impair its ability to any of consummate the Company’s accounts payable or Indebtedness in a timely manner transactions contemplated by this Agreement in accordance with the terms thereof and consistent with past practices; (xvi) agree to take, take hereof or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xv) of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Businessmaterially delay such consummation.

Negative Obligations. (a) Except (i) as expressly contemplated or permitted by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals(ii) as may be required by Legal Requirements, (iiiii) as set forth in Section 4.4(a) 5.2 of the Innovate Schedule fuboTV Disclosure Letter or Section 5.2 of Exceptionsthe FaceBank Disclosure Letter, (iii) as required by applicable Lawthe case may be, or (iv) with as approved by the prior written consent of the Company other party hereto in writing (which consent approval shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), at all times during the Pre-Closing Periodperiod commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9.1 and the Effective Time, neither Innovate fuboTV nor Merger Sub FaceBank shall, or nor shall either of them cause or permit any Subsidiary of Innovate or Merger Sub their respective Subsidiaries to, do any of the following: (ia) sellpropose to adopt any amendments to or amend their respective certificates of incorporation, articles of incorporation or bylaws or comparable organizational documents (except with respect to the designation by FaceBank of the Series AA Preferred Stock and the other actions as contemplated by Section 8.1(d)); (b) authorize for issuance, issue, reserve for issuancesell, set asidedeliver or agree or commit to issue, grant sell or authorize deliver (whether through the issuance or granting of options, warrants, other equity-based commitments, subscriptions, rights to purchase or otherwise) any shares in the capital stock of Innovate their respective securities or any securities of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securitiestheir respective Subsidiaries, except for (Ai) granting Innovate Stock Options the issuance and sale of shares of common stock pursuant to Innovate Stock Option Plans the exercise or (B) issuing shares settlement of Innovate Common Stock upon exercise of Innovate Stock Options stock options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on prior to the date hereof, in each case in accordance (ii) with respect to grants to newly hired employees of stock options that have been previously committed and disclosed to the terms other party and conditions will not be subject to any accelerated vesting or other provision that would be triggered as a result of the Innovate consummation of the Merger and (iii) with respect to FaceBank, sell up to ten million dollars ($10,000,000) of FaceBank Common Stock Option Plans, award agreement and/or warranty or securities convertible or exercisable for FaceBank Common Stock so long as applicableany purchaser of any such securities are bound by standstill agreements prohibiting such purchaser from selling securities of fuboTV or FaceBank until the Effective Time; (iic) acquire or redeem, directly or indirectly, or amend any of their respective securities or any securities of any of their respective Subsidiaries; (d) split, combine or reclassify any shares of capital stock, declare, accrue, set aside or pay any dividend or make any other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock; , or repurchasemake any other actual, redeem constructive or otherwise reacquire any deemed distribution in respect of the shares of capital stock or (other securities (except for shares of Innovate Common Stock from terminated employees of Innovate at actual costthan in connection with the transactions contemplated hereby); (iiie) amend the charter, certificate of incorporation, bylaws, articles of association propose or other charter or organizational documents of Innovate, Merger Sub or any Subsidiary of Innovate, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure, or commitment therefor in excess of $250,000; (vii) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: (A) adopt, establish or enter into or terminate any Innovate Employee Program; (B) cause or permit any Innovate Employee Program to be amended, terminated or rights thereunder to be accelerated, other than as required by Law; (C) hire any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its material assets, properties or rights, or grant any Encumbrance with respect to such assets, properties or rights; in each case, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (x) enter into, amend or terminate any Innovate Material Contract other than in the Ordinary Course of Business; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganizationreorganization of themselves or any of their respective Subsidiaries (other than the transactions contemplated hereby); (xiiif) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to make any material payment with respect to any of Innovate’s accounts payable the Signing Date Loan or Indebtedness in a timely manner in accordance the Closing Date Revolving Credit Facility contemplated hereby or, with respect to FaceBank, to the extent permitted thereunder or under the terms thereof and of the Note Purchase Agreement, (i) incur or assume any long-term or short-term debt or issue any debt securities, except for (A) letters of credit issued in the ordinary course of business consistent with past practice, (B) short-term debt incurred to fund operations of the business or for cash management purposes, in each case in the ordinary course of business consistent with past practice, (C) with respect to fuboTV, short-term debt or debt securities to the extent determined by the board of directors of fuboTV to be necessary or appropriate to fund the operations of its business through the Termination Date; provided that any such debt or debt securities shall be convertible into the Stock Merger Consideration upon occurrence of the Effective Time, (D) loans or advances to direct or indirect wholly owned Subsidiaries in the ordinary course of business consistent with past practices; , and (xixE) take, agree with respect only to take, or permit any Subsidiary of Innovate to take or agree to take, any of existing indebtedness having a maturity date occurring after the actions specified in clauses (i) through (xviii) date of this Section 4.4(a); or (xx) fail Agreement but prior to timely tender the Effective Time, to refinance, extend or renew the maturity of any fees existing indebtedness in an amount not to exceed such existing indebtedness, provided that such refinancing or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except extension is at prevailing market interest rates and otherwise on terms not materially less favorable in the Ordinary Course of Business. (b) Except (i) as expressly contemplated by this Agreementaggregate than the existing indebtedness being so refinanced, including with respect to the Innovate Post-Closing Financingrenewed or extended, (ii) as set forth other than in Section 4.4(bthe ordinary course of business, assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for any material obligations of the Company Schedule any other Person except obligations of Exceptionsany of their respective direct or indirect wholly owned Subsidiaries, (iii) as required by applicable Lawmake any material loans, advances or capital contributions to or investments in any other Person or (iv) with mortgage or pledge any of their or their respective Subsidiaries’ assets, tangible or intangible, or create or suffer to exist any Lien thereupon; (g) except as may be required to satisfy contractual obligations existing on the prior written consent date hereof; (i) enter into, adopt, amend (including to provide for the acceleration of Innovate vesting), modify or terminate any bonus, profit sharing, compensation, severance, termination, option, appreciation right, performance stock unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any consultant, director, officer or employee in any manner or increase in any material manner the compensation or fringe benefits of any consultant, director, officer or employee; or (which consent ii) pay any special bonus, remuneration or benefit to any director, officer or employee not required by any plan or arrangement as in effect as of the date hereof; provided, however, that this Section 5.2(g) shall not be unreasonably withheld, delayed prevent either FaceBank or conditioned), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause fuboTV or permit any Subsidiary of the Company to, do any of their respective Subsidiaries (A) from entering into employment agreements, offer letters or retention agreements with non-officer employees in the following:ordinary course of business consistent with past practices or (B) amending any FaceBank Employee Plan or fuboTV Employee Plan to the extent required by any applicable law or this Agreement, to conform any such FaceBank Employee Plan or fuboTV Employee Plan to the requirements of any applicable law or this Agreement; (h) forgive any loans to any of their respective employees, officers or directors or any employees, officers or directors of any of their respective Subsidiaries or Affiliates; (i) sell, issue, reserve for issuance, set aside, grant make any deposits or authorize contributions of cash or other property or take any shares other action to fund or in any other way secure the capital stock payment of the Company compensation or benefits under any of their Employee Benefit Plans or any Employee Benefit Plans of its Subsidiaries any of their respective Subsidiaries, other than deposits and contributions that are required pursuant to the terms of any such Employee Benefit Plans or any class of securities convertible or exchangeable into, or rights, warrants or options Contracts subject to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan Employee Benefit Plans in effect as of the date hereof or shares of the Company upon exercise of a Company Warrantas required by applicable Legal Requirements; (iij) declareenter into, accrueamend, set aside or pay extend any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares from terminated employees of the Company at actual cost)collective bargaining agreement; (iiik) except as set forth acquire, sell, lease, license or dispose of any material property or assets in Section 4.4(b)(iii) any single transaction or series of the Company Schedule of Exceptionsrelated transactions, amend the Company Charter or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv(i) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactionstransactions pursuant to existing Contracts, (Aii) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security transactions in the Company (except for outstanding Company Share Capital issued upon the valid exercise ordinary course of Company Options and/or Company Warrants); (y) any option, warrant or right to acquire any capital stock or any other security of the Company; or (z) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of the Company; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor business consistent with past practice and not in excess of $250,000100,000 in the aggregate, or (iii) the sale of fuboTV Products or services or FaceBank Products or services, in the ordinary course of business consistent with past practice; (l) except as may be required to remain in compliance with GAAP or as may be instructed by auditors as part of audit procedures, make any change in any of the accounting principles or practices used by either of them; (m) make or change any material Tax election, adopt or change any Tax accounting method, settle or compromise any material Tax liability, or consent to the extension or waiver of the limitations period applicable to a material Tax claim or assessment; (n) enter into any Contract that would be a fuboTV Material Contract or a FaceBank Material Contract, as the case may be, or amend in any material respect any fuboTV Material Contract or FaceBank Material Contract, as the case may be, or grant any release or relinquishment of any material rights under any fuboTV Material Contract or FaceBank Material Contract, as the case may be, in each case, other than pursuant in the ordinary course of business or, with respect to commitments and similar arrangements which are in existence as of the date hereoffuboTV, other than any Affiliation Agreement; (viio) other than as required by Law: (A) terminate enter into any key employee (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis); lease or (B) grant, make or pay bonus or profit-sharing or similar payment tosublease of real property, or increase the amount modify, amend or exercise any right to renew any lease or sublease of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Businessreal property; (viiip) make grant any material Tax election in a manner inconsistent with the Company’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling); surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (ix) enter into, amend or terminate any Company Material Contract other than in the Ordinary Course of Business; (x) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills, (B) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xii) enter into a new line of business; (xiii) terminate or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xv) fail to make any material payment exclusive rights with respect to any of their respective Intellectual Property Rights that are material to their respective businesses or the Company’s Intellectual Property Rights of any of their respective Subsidiaries that are material to their Subsidiaries’ respective businesses or divest any of their respective Intellectual Property Rights that are material to their respective businesses or the Intellectual Property Rights of any of their respective Subsidiaries that are material to their respective businesses; (q) acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any equity interest therein; (r) authorize, incur or commit to incur any new capital expenditure(s) that in the aggregate exceed $100,000; provided, however, that the foregoing shall not limit any maintenance capital expenditures or capital expenditures required pursuant to existing Contracts; (s) settle or compromise any pending or threatened Legal Proceeding or pay, discharge or satisfy or agree to pay, discharge or satisfy any Liability, other than the settlement, compromise, payment, discharge or satisfaction of Legal Proceedings and Liabilities (i) reflected or reserved against in full in the balance sheet included in the fuboTV Balance Sheet or the FaceBank Balance Sheet, as the case may be, (ii) covered by existing insurance policies, or (iii) settled since the respective dates thereof in the ordinary course of business consistent with past practice; (t) except as required by GAAP, revalue in any material respect any of its properties or assets, including writing-off notes or accounts payable receivable other than in the ordinary course of business consistent with past practice; (u) convene any special meeting of their stockholders (or Indebtedness any postponement or adjournment thereof), or propose any matters for consideration and a vote of its stockholders, other than this Agreement, the Merger and the other transactions contemplated by this Agreement; (v) waive (either explicitly or implicitly by non-action or otherwise) any of its rights under any confidentiality, non-disclosure, “standstill,” employee non-solicitation and other similar agreements to which it is a party; or (w) enter into a Contract to do any of the foregoing or knowingly take any action that is reasonably likely to result in a timely manner any of the conditions to the consummation of the transactions contemplated hereby not being satisfied, or knowingly take any action that would make any of their respective representations or warranties set forth in this Agreement untrue or incorrect in any material respect, or that would materially impair their ability to consummate the transactions contemplated by this Agreement in accordance with the terms thereof and consistent with past practices; (xvi) agree to take, take hereof or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xv) of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Businessmaterially delay such consummation.