Common use of Operation of the Acquired Companies’ Business Clause in Contracts

Operation of the Acquired Companies’ Business. (a) During the Pre-Closing Period: (i) except (A) as required or expressly contemplated under this Agreement or as required by applicable Legal Requirements, (B) with the written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned or (C) as set forth in Part 5.2 of the Company Disclosure Schedule, the Company shall ensure that each Acquired Company conducts in all material respects its business and operations in the ordinary course and (ii) the Company shall promptly notify Parent of (A) any knowledge of the receipt of any notice from any Person alleging that the Consent of such Person is or may be required in connection with any of the Transactions and (B) any Legal Proceeding commenced, or, to its knowledge threatened, relating to or involving any Acquired Company that relates to any of the Transactions. The Company shall, acting in the ordinary course of business, use commercially reasonable efforts to preserve intact the material components of the Acquired Companies’ current business organization, including keeping available the services of current officers and key employees, and use commercially reasonable efforts to maintain their respective relations and good will with all material suppliers, material customers, Governmental Bodies and other material business relations; provided, however, that the Acquired Company shall be under no obligation to put in place any new retention programs or include additional personnel in existing retention programs. (b) During the Pre-Closing Period, except (i) as required or expressly contemplated under this Agreement or as required by applicable Legal Requirements, (ii) with the written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned or (iii) as set forth in Part 5.2 of the Company Disclosure Schedule, the Company shall ensure that each Acquired Company shall not: (i) (A) establish a record date for, declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock (including the Company Common Stock), except for dividends or other distributions by a direct or indirect wholly owned Subsidiary of the Company to its parent (but excluding any such dividends or other distributions not in the ordinary course of business to the extent such dividend or distribution would reasonably be expected to result in a material increase in the Tax liability of any of the Acquired Companies) or (B) repurchase, redeem or otherwise reacquire any of its shares of capital stock (including any Company Common Stock), or any rights, warrants or options to acquire any shares of its capital stock, other than: (1) repurchases or reacquisitions in the ordinary course of business, and at fair market value of shares of Company Common Stock outstanding as of the date hereof pursuant to the Company’s right (under written commitments in effect as of the date hereof that have been made available to Parent) to purchase or reacquire shares of Company Common Stock held by a Company Associate only upon termination of such Company Associate’s employment or engagement by the Company; (2) repurchases of Shares issued upon the exercise or vesting of Company Stock Awards outstanding on the date hereof (in cancellation thereof) pursuant to the terms of any such Company Stock Award (in effect as of the date hereof) between the Company and a Company Associate only upon termination of such Person’s employment or engagement by the Company in the ordinary course of business and at fair market value; or (3) in connection with withholding to satisfy the exercise price and/or Tax obligations with respect to Company Stock Awards; (ii) split, combine, subdivide or reclassify any shares of its capital stock (including the Company Common Stock) or other equity interests; (iii) sell, issue, grant, deliver, pledge, transfer, encumber or authorize the issuance, sale, delivery, pledge, transfer, encumbrance or grant by any Acquired Company of (A) any capital stock, equity interest or other security of any Acquired Company, (B) any option, call, warrant, restricted securities, restricted stock unit or right to acquire any capital stock, equity interest or other security of any Acquired Company or (C) any instrument convertible into, exchangeable for or settled in any capital stock, equity interest or other security of any Acquired Company (except that the Company may issue Shares required to be issued upon the settlement of RSUs outstanding as of the date of this Agreement, or upon the exercise of Company Options outstanding as of the date of this Agreement, in each case, in accordance with their respective terms as of the date hereof, and except that the Company may issue Company Options with respect to not more than 10,000 Shares in the aggregate to new employees who were offered Company Options as part of offer letters that were executed prior to the date of this Agreement and made available to Parent prior to the date hereof); (iv) (A) establish, adopt, enter into, terminate or amend any Employee Plan (or any plan, program, arrangement, practice or agreement that would be an Employee Plan if it were in existence on the date hereof), (B) amend or waive any of its rights under, or accelerate the vesting, payment or lapse of restrictions under, any provision of any Company Stock Right or any of the Employee Plans (or any plan, program, arrangement, practice or agreement that would be an Employee Plan if it were in existence on the date hereof), (C) grant any Company Associate any increase in compensation, bonuses or severance, retention or other payments or benefits, or (D) pay or award, or commit to pay or award, any bonuses or incentive compensation; (v) (A) enter into (1) any change-of-control agreement with any Company Associate or (2) any retention agreement with any Company Associate, (B) enter into any employment, severance or other agreement with any Company Associate, (C) hire any employee or independent contractor with total annual compensation in excess of $150,000, or (D) terminate the employment or service of any employee or independent contractor with total annual compensation in excess of $150,000, other than for cause; (vi) amend or permit the adoption of any amendment to its certificate of incorporation or bylaws or other charter or organizational documents; (vii) form any Subsidiary, acquire any equity interest in any other Entity or enter into any joint venture, partnership, limited liability corporation or similar arrangement; (viii) make or authorize any capital expenditure (except that the Acquired Companies may make any capital expenditure that: (A) is provided for in the Company’s capital expense budget either delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement, which expenditures shall be in accordance with the categories set forth in such budget; or (B) when added to all other capital expenditures made on behalf of the Acquired Companies since the date of this Agreement but not provided for in the Company’s capital expense budget either delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement, does not exceed $250,000 individually and $500,000 in the aggregate); (ix) acquire, lease, license, sublicense, pledge, sell or otherwise dispose of, divest or spin-off, abandon, waive, relinquish or permit to lapse (other than any patent expiring at the end of its statutory term), transfer, assign, guarantee, exchange or swap, mortgage or otherwise encumber (including pursuant to a sale-leaseback transaction or securitization) or subject to any Encumbrance (other than Permitted Encumbrances) any material right or other material asset or property (except, in the case of any of the foregoing (A) purchases of raw materials and other supplies in the ordinary course of business consistent with past practice, (B) entering into non-exclusive license agreements of immaterial Intellectual Property Rights in the ordinary course of business, (C) pursuant to dispositions of obsolete, surplus or worn out assets that are no longer useful in the conduct of the business of the Acquired Companies and (D) capital expenditures permitted by Section 5.2(b)(viii)); (x) except for loans and capital contributions solely between or among the Company and/or any of its wholly owned Subsidiaries in the ordinary course of business, lend money or make capital contributions or advances to or make investments in, any Person, or incur or guarantee any Indebtedness (except for (i) short-term borrowings, of not more than $500,000 in the aggregate, incurred in the ordinary course of business consistent with past practice and (ii) advances to employees and consultants for travel and other business-related expenses in the ordinary course of business, of not more than $150,000 in the aggregate (excluding expenses incurred in connection with the Company’s obligations under Section 6.14(d) and other expenses incurred in connection with the Transactions); (xi) amend or modify in any material respect, waive any rights under, terminate, replace or release, settle or compromise any material claim, liability or obligation under any Material Contract or enter into any Contract which if entered into prior to the date hereof would have been a Material Contract, excluding any non-exclusive license agreements of immaterial Intellectual Property Rights entered into in the ordinary course of business; (xii) (A) make, change or revoke any material Tax election, (B) settle or compromise or consent to any material Tax liability, or any audit, examination or other Legal Proceeding in respect of a material amount of Taxes, (C) surrender any claim for a refund of a material amount of Taxes, (D) adopt or change any Tax accounting period or material method of Tax accounting, (E) file any amended Tax Return, (F) enter into a “closing agreement” within the meaning of Section 7121 of the Code (or any analogous or similar provision of any state, local or foreign Legal Requirement), (G) alter any intercompany arrangement or agreement or the ownership structure among or between any Acquired Companies or effect any other tax planning transaction, in each case, if such action would reasonably be expected to result in a material increase in the Tax liability of any of the Acquired Companies, or (H) request any Tax ruling from any Governmental Body; (xiii) commence any Legal Proceeding, except with respect to: (A) routine matters in the ordinary course of business; or (B) in connection with a breach of this Agreement or any other agreements contemplated hereby; (xiv) settle, release, waive or compromise any Legal Proceeding or other claim (or threatened Legal Proceeding or other claim), other than any Legal Proceeding relating to a breach of this Agreement or pursuant to a settlement that does not relate to any of the Transactions and (A) that results solely in a monetary obligation involving only the payment of monies by the Acquired Companies of not more than $250,000 in the aggregate; (B) that results solely in a monetary obligation that is funded by an indemnity obligation to, or an insurance policy of, any Acquired Company and the payment of monies by the Acquired Companies that together with any settlement made under subsection “(A)” are not more than $250,000 in the aggregate (not funded by an indemnity obligation or through insurance policies); or (C) that results in no obligation of any Acquired Company or the Acquired Companies’ receipt of payment; provided that (x) the settlement of any Legal Proceeding or claim brought by the stockholders of the Company against the Company and/or any of its directors relating to the Transactions or any breach of this Agreement or any other agreements contemplated hereby shall be subject to Section 2.7 or Section 6.6, as applicable, and (y) this Section 5.2(b)(xiv) shall not permit the Company to settle, release, waive or compromise any Legal Proceeding or claim that (I) provides for the grant to any third party of a license or other grant of rights to (or covenant not to xxx with respect to) any Intellectual Property Rights or the splitting of any revenues in respect of any Product or (II) would impose any restrictions or changes on the business or operations of, or the admission of wrongdoing by, any Acquired Company; (xv) enter into, amend or terminate any collective bargaining agreement or other agreement with any labor organization (except to the extent required by applicable Legal Requirements); (xvi) adopt or implement any stockholder rights plan or similar arrangement; (xvii) adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any of the Acquired Companies; (xviii) make any material change in financial accounting policies, practices, principles, methods or procedures, other than as required by GAAP or Regulation S-X promulgated under the Exchange Act or other applicable rules and regulations of the SEC or applicable Legal Requirements; (xix) commence any clinical trial in respect of any Product; (xx) qualify any new site for manufacturing of any Product; or (xxi) authorize any of, or agree or commit to take, any of the actions described in Section 5.2(b)(i) through Section 5.2(b)(xx). Nothing contained herein is intended to give to Parent or Purchaser, directly or indirectly, rights to control or direct the operations of the Acquired Companies prior to the Effective Time and nothing contained in this Agreement is intended to give the Acquired Companies, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations. Prior to the Effective Time, each of Parent and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its and its Subsidiaries’ respective operations.

Operation of the Acquired Companies’ Business. (a) During the Pre-Closing Period: Period (except with the prior written consent of Purchaser) each of the Acquired Companies shall: (i) except (A) as required or expressly contemplated under this Agreement or as required by applicable Legal Requirements, (B) with the written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned or (C) as set forth in Part 5.2 of the Company Disclosure Schedule, the Company shall ensure that each Acquired Company conducts in all material respects conduct its business and operations in the ordinary course of business consistent with past practice and comply with all applicable Laws and all Material Contracts (which for the purpose of this Section 4.2 shall include any Contract that would be a Material Contract if existing on the date of this Agreement); (ii) the Company shall promptly notify Parent of (A) any knowledge of the receipt of any notice from any Person alleging that the Consent of such Person is or may be required in connection with any of the Transactions and (B) any Legal Proceeding commenced, or, to its knowledge threatened, relating to or involving any Acquired Company that relates to any of the Transactions. The Company shall, acting in the ordinary course of business, use commercially reasonable efforts to preserve intact the material components of the Acquired Companies’ its current business organization, including keeping keep available the services of its current officers and key employees, employees and use commercially reasonable efforts to maintain their respective its relations and good will goodwill with all material suppliers, material customers, Governmental Bodies landlords, creditors, licensors, licensees, employees and other material Persons having business relationsrelationships with the Acquired Companies; provided, however, that the Acquired Company Seller may make arrangements to terminate the Corn Delivery Agreements at Closing; (iii) maintain the Real Property, including all of the Improvements, in substantially the same condition as of the date of this Agreement, ordinary wear and tear excepted, and shall be under no obligation not demolish or remove any of the existing Improvements, or erect new improvements on the Real Property or any portion thereof; and (iv) keep in full force all insurance policies referred to put in place any new retention programs or include additional personnel in existing retention programs.Section 2.20; (b) During the Pre-Closing Period, Period (except (i) as required or expressly contemplated under this Agreement or as required by applicable Legal Requirements, (ii) with the prior written consent of ParentPurchaser), which consent shall not be unreasonably withheld, delayed or conditioned or (iii) as set forth in Part 5.2 none of the Company Disclosure Schedule, the Company shall ensure that each Acquired Company shall notCompanies shall: (i) (A) establish a record date for, declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock (including the Company Common Stock), except for dividends equity securities or other distributions by a direct similar interests or indirect wholly owned Subsidiary of the Company to its parent (but excluding any such dividends or other distributions not in the ordinary course of business to the extent such dividend or distribution would reasonably be expected to result in a material increase in the Tax liability of any of the Acquired Companies) or (B) repurchase, redeem or otherwise reacquire any of its shares of capital stock (including any Company Common Stock), equity securities or any rights, warrants or options to acquire any shares of its capital stock, other than: (1) repurchases or reacquisitions in the ordinary course of business, and at fair market value of shares of Company Common Stock outstanding as of the date hereof pursuant to the Company’s right (under written commitments in effect as of the date hereof that have been made available to Parent) to purchase or reacquire shares of Company Common Stock held by a Company Associate only upon termination of such Company Associate’s employment or engagement by the Company; (2) repurchases of Shares issued upon the exercise or vesting of Company Stock Awards outstanding on the date hereof (in cancellation thereof) pursuant to the terms of any such Company Stock Award (in effect as of the date hereof) between the Company and a Company Associate only upon termination of such Person’s employment or engagement by the Company in the ordinary course of business and at fair market value; or (3) in connection with withholding to satisfy the exercise price and/or Tax obligations with respect to Company Stock Awardssimilar interests; (ii) splitissue, combinedeliver, subdivide sell, pledge or reclassify otherwise encumber any shares equity securities or similar interests or voting interests or any securities convertible into, or exchangeable for, or any options, warrants, calls or rights to acquire or receive, any such equity securities or similar interests that are linked in any way to the price of its capital stock (including the Company Common Stock) Units, the value of any of the Acquired Companies or other equity interestsany part thereof; (iii) sellsplit, issue, grant, deliver, pledge, transfer, encumber combine or authorize the issuance, sale, delivery, pledge, transfer, encumbrance or grant by reclassify any Acquired Company class of (A) any capital stock, equity interest or other security of any Acquired Company, (B) any option, call, warrant, restricted securities, restricted stock unit membership units or right to acquire any capital stock, equity interest or other security of any Acquired Company or (C) any instrument convertible into, exchangeable for or settled in any capital stock, equity interest or other security of any Acquired Company (except that the Company may issue Shares required to be issued upon the settlement of RSUs outstanding as of the date of this Agreement, or upon the exercise of Company Options outstanding as of the date of this Agreement, in each case, in accordance with their respective terms as of the date hereof, and except that the Company may issue Company Options with respect to not more than 10,000 Shares in the aggregate to new employees who were offered Company Options as part of offer letters that were executed prior to the date of this Agreement and made available to Parent prior to the date hereof)partnership interests; (iv) (A) establish, adopt, enter into, terminate or amend any Employee Plan (or any plan, program, arrangement, practice or agreement that would be an Employee Plan if it were in existence on the date hereof), (B) amend or waive propose to amend its organizational documents or effect or become a party to any of its rights undermerger, consolidation, share exchange, business combination, recapitalization or accelerate the vesting, payment or lapse of restrictions under, any provision of any Company Stock Right or any of the Employee Plans (or any plan, program, arrangement, practice or agreement that would be an Employee Plan if it were in existence on the date hereof), (C) grant any Company Associate any increase in compensation, bonuses or severance, retention or other payments or benefits, or (D) pay or award, or commit to pay or award, any bonuses or incentive compensationsimilar transaction; (v) (A) enter into (1) any change-of-control agreement with any Company Associate acquire by merger or (2) any retention agreement with any Company Associate, (B) enter into any employment, severance or other agreement with any Company Associate, (C) hire any employee or independent contractor with total annual compensation in excess of $150,000consolidation, or (D) terminate by purchasing all or a substantial portion of the employment assets of, or service of by purchasing all or a substantial equity or voting interest in, or by any employee other manner, any Entity or independent contractor with total annual compensation in excess of $150,000, other than for causedivision thereof; (vi) amend or permit the adoption of any amendment to its certificate of incorporation or bylaws or other charter or organizational documents; (vii) form any Subsidiary, acquire any equity interest in any other Entity material assets or enter into any joint venture, partnership, limited liability corporation or similar arrangement; (viii) make or authorize any capital expenditure (except that the Acquired Companies may make any capital expenditure that: (A) is provided for in the Company’s capital expense budget either delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement, which expenditures shall be in accordance with the categories set forth in such budget; or (B) when added to all other capital expenditures made on behalf of the Acquired Companies since the date of this Agreement but not provided for in the Company’s capital expense budget either delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement, does not exceed $250,000 individually and $500,000 in the aggregate); (ix) acquire, lease, license, sublicense, pledge, sell or otherwise dispose of, divest or spin-off, abandon, waive, relinquish or permit to lapse (a license therefor other than any patent expiring at the end of its statutory term), transfer, assign, guarantee, exchange or swap, mortgage or otherwise encumber (including pursuant to a sale-leaseback transaction or securitization) or subject to any Encumbrance (other than Permitted Encumbrances) any material right or other material asset or property (except, in the case of any of the foregoing (A) purchases of raw materials and other supplies in the ordinary course of business consistent with past practicepractices or incur any capital expenditures, or any obligations or liabilities in connection therewith, except pursuant to existing Contracts or that, in the aggregate, would not exceed $25,000 during any fiscal quarter; (vii) enter into any lease or sublease of real property (whether as a lessor, sublessor, lessee or sublessee) or change, terminate or fail to exercise any right to renew any lease or sublease of real property; (viii) with respect to the Owned Real Property, demolish or remove any of the existing improvements; (ix) change in any material respect its existing policies or practices with respect to (a) inventory management, (Bb) entering into non-exclusive license agreements the collection of immaterial Intellectual Property Rights in accounts receivable or (c) the ordinary course payment of business, (C) pursuant to dispositions of obsolete, surplus or worn out assets that are no longer useful in the conduct of the business of the Acquired Companies and (D) capital expenditures permitted by Section 5.2(b)(viii))accounts payable; (x) except for loans and capital contributions solely between sell, grant a license in, mortgage or among the Company and/or otherwise encumber or subject to any Encumbrance or otherwise dispose of any of its wholly owned Subsidiaries in material properties or assets other than the ordinary course sale of business, lend money or make capital contributions or advances to or make investments in, any Person, or incur or guarantee any Indebtedness (except for (i) short-term borrowings, inventory and the granting of not more than $500,000 in the aggregate, incurred licenses in the ordinary course of business consistent with past practice practices; (xi) repurchase, prepay or incur any indebtedness or guarantee any indebtedness of another Person or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of any Acquired Company, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing; (xii) make any loans, advances or capital contributions to, or investments in, any other Person, other than the Acquired Companies and (ii) except for customary travel advances to employees and consultants for travel and employees; (xiii) (A) pay, discharge, settle or satisfy any material claims or Liabilities (whether absolute, accrued, asserted or unasserted, contingent or otherwise), other business-related expenses than the payment, discharge, settlement or satisfaction in the ordinary course of businessbusiness consistent with past practices or as required by their terms as in effect on the date of this Agreement of claims, of not more than $150,000 Liabilities or obligations reflected or reserved against in the aggregate Interim Balance Sheet (excluding expenses for amounts not in excess of such reserves) or incurred in connection with the Company’s obligations under Section 6.14(d) and other expenses incurred in connection with the Transactions); (xi) amend or modify in any material respect, waive any rights under, terminate, replace or release, settle or compromise any material claim, liability or obligation under any Material Contract or enter into any Contract which if entered into prior to since the date hereof would have been a Material Contract, excluding any non-exclusive license agreements of immaterial Intellectual Property Rights entered into such financial statements in the ordinary course of business; (xii) (A) make, change or revoke any material Tax electionbusiness consistent with past practices, (B) settle waive, release, grant or compromise transfer any right of material value other than in the ordinary course of business consistent with past practices or consent to any material Tax liability, or any audit, examination or other Legal Proceeding in respect of a material amount of Taxes, (C) surrender any claim for a refund of a material amount of Taxes, (D) adopt or change any Tax accounting period or material method of Tax accounting, (E) file any amended Tax Return, (F) enter into a “closing agreement” within the meaning of Section 7121 of the Code (or any analogous or similar provision of any state, local or foreign Legal Requirement), (G) alter any intercompany arrangement or agreement or the ownership structure among or between any Acquired Companies or effect any other tax planning transaction, in each case, if such action would reasonably be expected to result in a material increase in the Tax liability of any of the Acquired Companies, or (H) request any Tax ruling from any Governmental Body; (xiii) commence any Legal Proceeding, except with respect to: ; (xiv) enter into any Material Contract (A) routine matters except in the ordinary course of business; or business consistent with past practices, (B) in connection with a breach of this Agreement or any other agreements contemplated hereby; (xiv) settle, release, waive or compromise any Legal Proceeding or other claim (or threatened Legal Proceeding or other claim), other than any Legal Proceeding relating to a breach of this Agreement or pursuant to a settlement that does not relate to any if consummation of the Contemplated Transactions and (A) that results solely in a monetary obligation involving only the payment of monies or compliance by the Acquired Companies with the provisions of not more than $250,000 this Agreement will conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or a loss of a material benefit under, or result in the aggregate; (B) that results solely creation of any Encumbrance in a monetary obligation that is funded by an indemnity obligation toor upon any of the properties or assets of any Acquired Company, or an insurance policy ofgive rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any Acquired Company and the payment provision of monies by the Acquired Companies that together with any settlement made under subsection “(A)” are not more than $250,000 in the aggregate (not funded by an indemnity obligation or through insurance policies)such Contract; or (C) that results in no obligation containing any restriction on the ability of any Acquired Company to assign all or any portion of its rights, interests or obligations thereunder, unless such restriction expressly excludes any assignment to Purchaser and its Affiliates in connection with or following the Acquired Companies’ receipt of payment; provided that (x) the settlement of any Legal Proceeding or claim brought by the stockholders consummation of the Company against the Company and/or any of its directors relating to the Transactions or any breach of this Agreement or any other agreements contemplated hereby shall be subject to Section 2.7 or Section 6.6, as applicable, and (y) this Section 5.2(b)(xiv) shall not permit the Company to settle, release, waive or compromise any Legal Proceeding or claim that (I) provides for the grant to any third party of a license or other grant of rights to (or covenant not to xxx with respect to) any Intellectual Property Rights or the splitting of any revenues in respect of any Product or (II) would impose any restrictions or changes on the business or operations of, or the admission of wrongdoing by, any Acquired CompanyContemplated Transactions; (xv) enter into, amend change or terminate any collective bargaining agreement Contract to which any Acquired Company is a party, or other agreement with waive, release or assign any labor organization (except rights or claims thereunder, in each case in a manner materially adverse to the extent required by applicable Legal Requirements); (xvi) adopt or implement any stockholder rights plan or similar arrangement; (xvii) adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any of the Acquired Companies; (xvi) recognize any labor union or enter into any collective bargaining agreement or other labor union contract; (xvii) dismiss any Employee, hire any new employee or independent contractor (except for employees or independent contractors having annual compensation less than $50,000 who are retained pursuant to offer letters that provide for “at will employment” with no severance benefits) or enter into or renew any employment or independent contractor agreement, or become obligated to take any of the foregoing actions; (xviii) establish, adopt or amend any Employee Plan or collective bargaining agreement, pay any bonus or make any profit-sharing or similar payment to, or increase in any manner the accrual rate or amount of the wages, salary, commissions, fringe benefits (including vacation and other forms of paid leave) or other compensation, benefits, or remuneration payable to, any of its managers, directors, officers, independent contractors or Employees, or become obligated to take any of the foregoing actions; (xix) except as required to comply with applicable Laws or any Contract or Employee Plan in effect on the date hereof, (A) pay to any equity owner, Employee, officer, manager, director or independent contractor any benefit not provided for under any Contract or Employee Plan in effect on the date hereof, (B) grant any awards under any Employee Plan, (C) take any action to fund or in any other way secure the payment of compensation or benefits under any Contract or Employee Plan, (D) take any action to accelerate the vesting or payment of any compensation or benefit under any Contract or Employee Plan or (E) make any material change in financial accounting policiesdetermination under any Employee Plan that is inconsistent with the ordinary course of business; make or rescind any Tax election, practices, principles, methods settle or procedures, other than compromise any Tax Liability or amend any Tax Return; (xx) except as required by GAAP or Regulation S-X promulgated under the Exchange Act applicable Laws, change its fiscal year, revalue any of its material assets or other applicable rules and regulations of the SEC make any changes in financial or applicable Legal Requirementstax accounting methods, principles or practices; (xixxxi) commence change any clinical trial of its pricing policies, product return policies, product maintenance policies, service policies, product modification or upgrade policies, personnel policies or other business policies, in respect of any Productmaterial respect; (xxxxii) qualify take any new site for manufacturing action (or omit to take any action) if such action (or omission) would, or would be reasonably likely to result in (A) any representation and warranty of the Acquired Companies set forth in this Agreement that is qualified as to materiality becoming untrue (as so qualified) or (B) any Productsuch representation and warranty that is not so qualified becoming untrue in any material respect; or (xxixxiii) authorize any of, or commit, resolve or agree or commit to take, take any of the actions described in Section 5.2(b)(i) through Section 5.2(b)(xx). Nothing contained herein is intended to give to Parent or Purchaser, directly or indirectly, rights to control or direct the operations of the Acquired Companies prior to the Effective Time and nothing contained in this Agreement is intended to give the Acquired Companies, directly or indirectlyof, the right to control or direct Parent’s or its Subsidiaries’ operations. Prior to the Effective Time, each of Parent and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its and its Subsidiaries’ respective operationsforegoing actions.

Operation of the Acquired Companies’ Business. (a) During the Pre-Closing Period: (i) , except (Ax) as expressly required or expressly contemplated permitted under this Agreement or as required by applicable Legal Requirements, (By) with the written consent Consent of Parent, Parent (which consent Consent shall not be unreasonably withheld, delayed or conditioned or delayed), or (Cz) as set forth in Part Section 5.2 of the Company Disclosure Schedule, : (a) the Company shall, and shall ensure that cause each Acquired Company conducts in all material respects to: (i) conduct its business and operations in the ordinary course and consistent with past practice; (ii) use commercially reasonable efforts, consistent with past practice, to (1) preserve substantially intact its present business operations and organization, (2) retain the Company shall promptly notify Parent services of its present employees and (A3) preserve the goodwill of its present relationship with Persons having material business dealings with any knowledge Acquired Company; (iii) use commercially reasonable efforts, consistent with past practice, to maintain (1) all material assets and properties of the receipt Acquired Companies in their current condition, ordinary wear and tear, casualty and condemnation excepted, and (2) insurance upon all of any notice from any Person alleging that the Consent properties and assets of the Acquired Companies in such amounts and of such Person is or may be required kinds comparable to that in connection with any effect on the date of this Agreement; and (iv) maintain the books, accounts and records of the Transactions and (B) any Legal Proceeding commenced, or, to its knowledge threatened, relating to or involving any Acquired Company that relates to any of the Transactions. The Company shall, acting Companies in the ordinary course of business, use commercially reasonable efforts to preserve intact the material components of the Acquired Companies’ current business organization, including keeping available the services of current officers and key employees, and use commercially reasonable efforts to maintain their respective relations and good will consistent with all material suppliers, material customers, Governmental Bodies and other material business relations; provided, however, that the Acquired Company shall be under no obligation to put in place any new retention programs or include additional personnel in existing retention programspast practice. (b) During without limiting the Pre-Closing Period, except (i) as required or expressly contemplated under this Agreement or as required by applicable Legal Requirements, (ii) with the written consent generality of Parent, which consent shall not be unreasonably withheld, delayed or conditioned or (iii) as set forth in Part 5.2 of the Company Disclosure ScheduleSection 5.2(a), the Company shall ensure that each not, and shall cause any Acquired Company shall notnot to: (i) (A1) establish a record date for, declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock (including the Company Common StockShares), except for dividends or other distributions by a direct or indirect wholly owned Subsidiary of the Company to its parent (but excluding any such dividends or other distributions not in the ordinary course of business to the extent such dividend or distribution would reasonably be expected to result in a material increase in the Tax liability of any of the Acquired Companies) or (B2) repurchase, redeem or otherwise reacquire any of its shares of capital stock (or ordinary shares, including any Company Common Stock)of the Shares, or any rights, warrants or options to acquire any shares of its such capital stock, ordinary shares or the Shares, other than: (1A) repurchases or reacquisitions in the ordinary course of business, and at fair market value of shares of Company Common Stock Shares outstanding as of the date hereof pursuant to the Company’s right (under written commitments in effect as of the date hereof that have been made available to Parenthereof) to purchase or reacquire shares of Company Common Stock Shares held by a Company Associate only upon termination of such Company AssociatePerson’s employment or engagement by the Company; (2B) repurchases or forfeitures of Company Options, Company RSUs or Company PSUs (or Shares issued upon the exercise or vesting of Company Stock Awards thereof) outstanding on the date hereof (in cancellation thereof) pursuant to the terms of any such Company Stock Award Option, Company RSU or Company PSU (as in effect as of the date hereof) between the Company and a Company Associate only upon termination or member of such Person’s employment or engagement by the Company in the ordinary course Board of business and at fair market valueDirectors; or (3C) in connection with withholding to satisfy the exercise price and/or Tax obligations with respect to Company Stock AwardsOptions, Company RSUs or Company PSUs pursuant to the terms thereof (as in effect as of the date hereof); or (D) between the Acquired Companies; (ii) split, combine, subdivide or reclassify any shares of its capital stock (including the Company Common Stock) Shares or other equity interests; (iii) sell, issue, grant, deliver, pledge, transfer, encumber or authorize the sale, issuance, salegrant, delivery, pledge, transfer, transfer or encumbrance or grant by any Acquired Company of (A1) any capital stock, equity interest or other security of any Acquired Companysecurity, (B2) any option, call, warrant, restricted securities, restricted stock unit securities or right to acquire any capital stock, equity interest or other security of any Acquired Company security, or (C3) any instrument convertible into, into or exchangeable for or settled in any capital stock, equity interest or other security of any Acquired Company (except that the Company may issue Shares shares of capital stock as required to be issued upon the settlement exercise of Company Options, Company RSUs or Company PSUs outstanding as of the date of this Agreement, or upon Agreement pursuant to the exercise of Company Options outstanding terms thereof (as in effect as of the date of this Agreement, in each case, in accordance with their respective terms as of the date hereof, and except that the Company may issue Company Options with respect to not more than 10,000 Shares in the aggregate to new employees who were offered Company Options as part of offer letters that were executed prior to the date of this Agreement and made available to Parent prior to the date hereof); (iv) (A) except as contemplated by Section 2.8 or as required under any Employee Plan as in effect on the date of this Agreement, establish, adopt, enter into, terminate or amend any Employee Plan (or any award thereunder, or any plan, program, arrangement, practice arrangement or agreement that would be an Employee Plan if it were in existence on the date hereof), (B) or amend or waive any of its material rights under, or accelerate the vesting, payment or lapse of restrictions vesting under, any provision of any Company Stock Right or any of the Employee Plans (or any plan, program, arrangement, practice arrangement or agreement that would be an Employee Plan if it were in existence on the date hereof), (C) or grant any Company Associate current or former employee, director or other service provider any loan, forgiveness of loan, increase in compensation, bonuses or severance, retention or other payments or benefits, including, but not limited to, modification in any manner of performance metrics or criteria applicable thereto (Dexcept that the Company: (1) pay may provide increases in salary, wages or awardbenefits to non-executive officer employees in the ordinary course of business consistent with past practice; (2) may amend any Employee Plans to the extent required by applicable Legal Requirements; and (3) may make usual and customary annual or quarterly bonus payments in the ordinary course of business consistent with past practice), except that, notwithstanding anything else to the contrary, in no event shall the Company grant any Company Options, Company RSUs, Company PSUs or commit to pay any other equity or award, any bonuses or incentive compensationequity-based compensation without the prior written consent of Parent; (v) (A) enter into (1) any change-of-control agreement with any Company Associate or (2) any retention agreement with any Company Associate, (B) enter into any employment, severance or other agreement with any Company Associate, (C) hire any employee or independent contractor with total annual compensation in excess of $150,000, or (D) terminate the employment or service of any employee or independent contractor with total annual compensation in excess of $150,000, other than for cause; (vi) amend or permit the adoption of any amendment to or waive any provision of its certificate articles of incorporation or bylaws or other charter or organizational documents; (viivi) form any Subsidiary, acquire any equity interest in any other Entity or enter into any material joint venture, partnership, limited liability corporation partnership or similar arrangement; (viiivii) make or authorize any capital expenditure or other expenditures with respect to property, plant or equipment (except that the Acquired Companies may make any capital expenditure that: (A) is provided for in the Company’s capital expense budget either delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement, which expenditures shall be in accordance with the categories set forth in such budget; or (B) when added to all other capital expenditures made on behalf of the Acquired Companies since the date of this Agreement but not provided for in the Company’s capital expense budget either delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement, does that do not exceed $250,000 individually and $500,000 100,000 in the aggregate); (viii) acquire (including by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership, limited liability company, joint venture, other business organization, business or assets of any other Person constituting a business or any portion of a business for consideration in excess of $100,000 in the aggregate; (ix) acquire, lease, license, sublicense, pledge, sell mortgage or otherwise dispose of, divest or spin-off, abandon, waive, relinquish or permit to lapse (other than any patent Patent expiring at the end of its statutory termterm or abandonment of any application for registration of any Intellectual Property Right in the ordinary course of business consistent with past practice), transfer, assign, guarantee, exchange transfer or swap, mortgage or otherwise encumber (including pursuant to a sale-leaseback transaction or securitization) or subject to any Encumbrance (other than Permitted Encumbrances) assign any material right or other material asset or property (except, in the case of any of the foregoing except (A1) purchases of raw materials and other supplies in the ordinary course of business consistent with past practicepractice in amounts not exceeding $100,000 individually or in the aggregate, (B) entering into non-exclusive license agreements of immaterial Intellectual Property Rights in the ordinary course of business, (C2) pursuant to dispositions of obsolete, surplus or worn out assets that are no longer useful in the conduct of the business of the Acquired Companies and Companies, (D3) capital expenditures permitted by clause (vii) of this Section 5.2(b)(viii)5.2(b) or (4) transactions between the Company and a wholly owned Acquired Company or between wholly owned Acquired Companies); (x) except for loans incorporate, embed, combine, link to or distribute any Open Source Code into or with any Intellectual Property Rights or otherwise use any Open Source Code; (xi) fail to (i) pay any annuity or any filing, prosecution, maintenance or other fee or file any document, response to office action or other filing in connection with any Registered IP when due or (ii) diligently prosecute and capital contributions solely between or among the Company and/or any of its wholly owned Subsidiaries in the ordinary course of business, maintain all Registered IP; (xii) lend money or make capital contributions or advances to or make investments in, any Person, or incur or guarantee any Indebtedness (except for (i) short-term borrowings, of not more than $500,000 in the aggregate, incurred advances to employees and consultants for travel and other business related expenses in the ordinary course of business consistent with past practice and in compliance with the Company’s policies related thereto), other than between the Company and a wholly owned Acquired Company or between wholly owned Acquired Companies; (iixiii) advances to employees and consultants for travel and enter into, amend or modify, in any material respect, waive, renew (other business-related expenses than automatic renewals in accordance with an applicable Material Contract in effect as of the date hereof), release any material rights under or voluntarily terminate any Material Contract or any Contract that would constitute a Material Contract if it had been in effect on the date of this Agreement; (xiv) except as required by applicable Legal Requirements or GAAP or in the ordinary course of business, of not more than $150,000 in the aggregate (excluding expenses incurred in connection with the Company’s obligations under Section 6.14(d1) and other expenses incurred in connection with the Transactions); (xi) amend or modify in make any material respectchange to any financial, waive any rights undertax or accounting principle, terminatemethod, replace policy or release, settle or compromise practice; (2) make any material claim, liability change to an accounting period used for Tax purposes that has a material effect on Taxes; (3) rescind or obligation under any Material Contract or enter into any Contract which if entered into prior to the date hereof would have been a Material Contract, excluding any non-exclusive license agreements of immaterial Intellectual Property Rights entered into in the ordinary course of business; (xii) (A) make, change or revoke any material Tax election; (4) file a material amended Tax Return; (5) enter into a closing agreement with any Governmental Body regarding any material Tax liability or assessment; (6) settle, (B) settle or compromise or consent Consent to any material Tax liability, claim or any audit, examination assessment or other Legal Proceeding in respect of surrender a right to a material amount Tax refund; (7) waive or extend the statute of Taxes, (C) surrender limitations with respect to any claim for a refund of a material amount of Taxes, (D) adopt or change any Tax accounting period or material method Tax Return (taking into account any extensions of Tax accounting, such due date); (E) 8) fail to file any amended material Tax Return, (F) enter into a “closing agreement” within the meaning of Section 7121 of the Code (Returns on or any analogous or similar provision of any state, local or foreign Legal Requirement), (G) alter any intercompany arrangement or agreement or the ownership structure among or between any Acquired Companies or effect any other tax planning transaction, in each case, if such action would reasonably be expected to result in a material increase in the Tax liability of any of the Acquired Companies, before its due date; or (H9) request fail to pay any material Tax ruling from any Governmental Bodyas it becomes due; (xiii) commence any Legal Proceeding, except with respect to: (A) routine matters in the ordinary course of business; or (B) in connection with a breach of this Agreement or any other agreements contemplated hereby; (xivxv) settle, release, waive waive, assign or compromise any Legal Proceeding or other claim (or threatened Legal Proceeding or other claim)) against any Acquired Company, other than any Legal Proceeding relating to a breach of this Agreement settlement, release, waiver, assignment or pursuant to a settlement compromise that does not relate to any of the Transactions and (A) that results solely in a monetary obligation obligations involving only the payment of monies by the Acquired Companies of not more than $250,000 100,000 in the aggregate; aggregate (B) excluding monetary obligations that results solely in a monetary obligation that is are funded by an indemnity obligation to, or an insurance policy of, any Acquired Company and the payment of monies by the Acquired Companies that together with any settlement made under subsection “(A)” are not more than $250,000 in the aggregate (not funded by an indemnity obligation or through insurance policies); Companies) or (CB) that results in no monetary or other material non-monetary obligation of any Acquired Company or the Acquired Companies’ receipt of paymentCompany; provided that (x) the settlement settlement, release, waiver, assignment or compromise of any Legal Proceeding or claim brought by the stockholders shareholders of the Company against the Company and/or any of its directors relating to the Transactions or any a breach of this Agreement or any other agreements contemplated hereby shall be subject to Section 2.7 or Section 6.66.5, as applicable, and (y) this Section 5.2(b)(xiv) shall not permit the Company to settle, release, waive or compromise any Legal Proceeding or claim that (I) provides for the grant to any third party of a license or other grant of rights to (or covenant not to xxx with respect to) any Intellectual Property Rights or the splitting of any revenues in respect of any Product or (II) would impose any restrictions or changes on the business or operations of, or the admission of wrongdoing by, any Acquired Company; (xvxvi) enter into, amend or terminate into any collective bargaining agreement or other agreement with any labor organization (except to the extent required by applicable Legal Requirements); (xvixvii) adopt or implement any stockholder shareholder rights plan or similar arrangement; (xviixviii) adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any of the Acquired Companies; (xviiixix) make other than within the ordinary course of business consistent with past practices, hire or terminate (without cause) any material employee or contingent worker, or enter into, amend, modify or terminate any employment, severance, bonus, retention, change in financial accounting policiescontrol or similar agreement with any current or former employee or contingent worker of any Acquired Company, practicesin each case (i) with an annual base salary and target bonuses or other incentive compensation that, principlesin aggregate, methods exceeds $100,000; (ii) where such employee or procedurescontingent worker is or would be entitled by agreement, policy or practice to any severance payments or benefits or any bonus or accelerated vesting in connection with the transactions contemplated hereby, in each case, other than as required by GAAP pursuant to applicable Legal Requirement (other than any obligations arising under any Contract); or Regulation S-X promulgated (iii) where any such terminations would constitute an “employment loss” under the Exchange Act or other applicable rules and regulations of the SEC or applicable Legal Requirements; (xix) commence any clinical trial in respect of any ProductWARN Act; (xx) qualify enter into any new site for manufacturing line of business, invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities of any Productother Person or introduce any material change with respect to the operation of any Acquired Company; (xxi) fail to maintain in full force and effect insurance policies covering the Acquired Companies and their material properties, business, assets and operations in a form and amount consistent with past practice in all material respects; or (xxixxii) authorize any of, or agree or commit to take, in writing or otherwise, any of the actions described in Section 5.2(b)(ithe foregoing clauses (i) through (xix) of this Section 5.2(b)(xx5.2(b), or any other action which would in any material respect impede or delay the ability of the parties to consummate the Transactions. Nothing Notwithstanding the foregoing, nothing contained herein is intended to shall give to Parent or PurchaserMerger Sub, directly or indirectly, rights to control or direct the operations of the Acquired Companies prior to the Effective Time and nothing contained in this Agreement is intended to give the Acquired Companies, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operationsOffer Acceptance Time. Prior to the Effective Time, each of Parent and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its and its its, if applicable, Subsidiaries’ respective operations.

Operation of the Acquired Companies’ Business. (a) During the Pre-Closing Period: (i) except (A) as required or expressly contemplated under this Agreement or as required by applicable Legal Requirements, (B) with the written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned or (C) as set forth in Part 5.2 of the Company Disclosure Schedule, the Company shall ensure that each Acquired Company conducts in all material respects its business and operations in the ordinary course and (ii) the Company shall promptly notify Parent of (A) any knowledge of the receipt of any notice from any Person alleging that the Consent of such Person is or may be required in connection with any of the Transactions and (B) any Legal Proceeding commenced, or, to its knowledge threatened, relating to or involving any Acquired Company that relates to any of the Transactions. The Company shall, acting in the ordinary course of business, use commercially reasonable efforts to preserve intact the material components of the Acquired Companies’ current business organization, including keeping available the services of current officers and key employees, and use commercially reasonable efforts to maintain their respective relations and good will with all material suppliers, material customers, Governmental Bodies and other material business relations; provided, however, that the Acquired Company shall be under no obligation to put in place any new retention programs or include additional personnel in existing retention programs. (b) During the Pre-Closing Period, except (iw) as required or expressly contemplated permitted under this Agreement or as required by applicable Legal RequirementsLaw, (iix) with the written consent of Parent, which Parent (such consent shall not to be unreasonably withheld, delayed or conditioned conditioned) or as caused by Parent or its Affiliates, (iiiy) as set forth in Part Section 5.2 of the Company Disclosure ScheduleLetter, or (z) in connection with the COVID-19 pandemic, to the extent reasonably necessary (A) to protect the health and safety of the Company’s employees or (B) as required by any applicable Law, directive or guideline from any Governmental Body arising out of, or otherwise related to, the COVID-19 pandemic, including any response to COVID-19: (a) the Company shall, and shall ensure that cause each Acquired Company to, use reasonable best efforts to conduct its business in the ordinary course consistent in all material respects with past practice (other than in connection with this Agreement), and use its reasonable best efforts to preserve intact its business and material relationships with third parties; and (b) the Acquired Companies shall not: (i) (A1) establish a record date for, declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its an Acquired Company’s capital stock or equity interests (including the Company Common StockShares), except for dividends or other distributions by a direct or indirect wholly owned Subsidiary of the Company to its parent (but excluding any such dividends or other distributions not in the ordinary course of business to the extent such dividend or distribution would reasonably be expected to result in a material increase in the Tax liability of any of the Acquired Companies) or (B2) repurchase, redeem or otherwise reacquire any of its shares of Acquired Company’s capital stock or equity interests (including any Company Common Stock), Shares) or any rights, warrants or options to acquire any shares of its such capital stockstock or equity interests, other than: (1A) repurchases or reacquisitions in the ordinary course of business, and at fair market value of shares of Company Common Stock Shares outstanding as of the date hereof of this Agreement pursuant to the Company’s right (under written commitments in effect as of the date hereof that have been made available to Parentof this Agreement) to purchase or reacquire shares of Company Common Stock Shares held by a Company Associate only upon termination of such Company Associate’s employment or engagement by the Company; (2) repurchases of Shares issued upon the exercise or vesting of Company Stock Awards outstanding on the date hereof (in cancellation thereof) pursuant to the terms of any such Company Stock Award (in effect as of the date hereof) between the Company and a Company Associate only upon termination of such Person’s employment or engagement by the Company in the ordinary course of business and at fair market valueCompany; or (3B) in connection with withholding to satisfy the exercise price and/or Tax obligations with respect to Company Stock AwardsShare Awards pursuant to the terms thereof (as in effect as of the date of this Agreement); or (C) between the Company and a wholly owned Acquired Company or between wholly owned Acquired Companies; (ii) split, combine, subdivide or reclassify any shares of its capital stock (including the Company Common Stock) or other equity interestsinterests of any Acquired Company; (iii) sell, issue, grant, deliver, pledge, transfer, encumber or authorize the sale, issuance, salegrant, delivery, pledge, transfer, transfer or encumbrance or grant by any Acquired Company of (A) any capital stock, equity interest or other security of any Acquired Companysecurity, (B) any option, call, warrant, restricted securities, restricted stock unit securities or right to acquire any capital stock, equity interest or other security of any Acquired Company security, or (C) any instrument convertible into, into or exchangeable for or settled in any capital stock, equity interest or other security security; (iv) except as contemplated by Section 2.8 or as required under the terms of any Acquired Company (except that the Company may issue Shares required to be issued upon the settlement of RSUs outstanding Employee Plan as of in effect on the date of this Agreement, or upon the exercise of Company Options outstanding as of the date of this Agreement, in each case, in accordance with their respective terms as of the date hereof, and except that the Company may issue Company Options with respect to not more than 10,000 Shares in the aggregate to new employees who were offered Company Options as part of offer letters that were executed prior to the date of this Agreement and made available to Parent prior to the date hereof); (iv) (A) establish, adopt, enter into, terminate or materially amend any material Employee Plan (or any plan, program, arrangement, practice arrangement or agreement that would be an a material Employee Plan if it were in existence on the date hereof)of this Agreement) or any collective bargaining agreement or other agreement with a labor organization, or accelerate the payment or vesting of compensation or benefits under, any Employee Plans, (B) amend grant or waive agree to grant any of its rights undercurrent or former employee, director or accelerate the vestingother service provider any increase in severance, payment compensation, bonuses or lapse of restrictions under, any provision of any Company Stock Right or any of the Employee Plans (or any plan, program, arrangement, practice or agreement that would be an Employee Plan if it were in existence on the date hereof)other benefits, (C) grant cause the funding of any Company Associate rabbi trust or similar arrangement or take any increase action to fund or in compensation, bonuses or severance, retention or any other payments way secure the payment of compensation or benefits, or (D) grant or pay any bonuses, other than the payment of bonuses in the ordinary course of business consistent with past practice or award(E) hire or promote any person (except for any hiring or promotion that (1) is consistent with the Company’s past practice and is contemplated in the Company’s hiring budget made available to Parent prior to the date of this Agreement and (2) is not for an executive officer position, which shall be permitted) or commit to pay or awardterminate, other than for cause, the employment of any bonuses or incentive compensationexecutive officer; (v) (A) enter into (1) any change-of-control agreement with any Company Associate or (2) any retention agreement with any Company Associate, (B) enter into any employment, severance or other agreement with any Company Associate, (C) hire any employee or independent contractor with total annual compensation in excess of $150,000, or (D) terminate the employment or service of any employee or independent contractor with total annual compensation in excess of $150,000, other than for cause; (vi) amend or permit the adoption of any amendment to its certificate their articles of incorporation or bylaws or other charter applicable charter, governing or organizational documents; (viivi) form any Subsidiary, acquire any equity interest in any other Entity or enter into any material joint venture, partnership, limited liability corporation partnership or similar arrangement; (vii) terminate or amend, modify or waive any rights under any Material Contract in any material respect in a manner that is adverse to the Company, in each case, or enter into any Contract that would be a Material Contract if entered into as of the date hereof, other than (A) in the ordinary course of business, (B) any termination or renewal in accordance with the terms of such existing Material Contract that occurs automatically without any action by the Company or any Subsidiary or (C) or as otherwise permitted by this Section 5.2(b); (viii) make or authorize any capital expenditure expenditures, other than capital expenditures (except x) that do not exceed $500,000 individually or in the Acquired Companies may make any capital expenditure that: aggregate or (Ay) is provided for in accordance with the Company’s capital expense operating budget either delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement, which expenditures shall be in accordance with the categories set forth in such budget; or (B) when added to all other capital expenditures made on behalf of the Acquired Companies since the date of this Agreement but not provided for in the Company’s capital expense budget either delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement, does not exceed $250,000 individually and $500,000 in the aggregate); (ix) acquire, lease, in-license, out-license, sublicense, pledge, sell or otherwise dispose of, divest or spin-off, abandon, waive, covenant not to assert, relinquish or permit to lapse (other than any patent expiring at the end of its statutory term)lapse, transfer, assign, guarantee, exchange transfer or swap, mortgage or otherwise encumber (including pursuant to a sale-leaseback transaction or securitization) or subject to any Encumbrance (other than Permitted Encumbrances) assign any material right or other material asset or property (except, in the case of any of the foregoing except (A) purchases of raw materials and other supplies in the ordinary course of business consistent with past practice, (B) entering into non-exclusive license agreements of immaterial Intellectual Property Rights in the ordinary course of business, (C) pursuant to dispositions of obsolete, surplus or worn out assets that are no longer useful in the conduct of the business of the Acquired Companies and or (DC) capital expenditures permitted by clause (viii) of this Section 5.2(b)(viii5.2(b)); (x) except for loans and capital contributions solely between or among the Company and/or any of its wholly owned Subsidiaries in the ordinary course of business, lend money or make capital contributions or advances to or make investments in, any Person, or incur or guarantee any Indebtedness (except for (i) short-term borrowings, of not more than $500,000 in the aggregate, incurred in the ordinary course of business consistent with past practice and (ii) advances to employees and consultants for travel and other business-related expenses in the ordinary course of business, of not more than $150,000 business consistent with past practice and in the aggregate (excluding expenses incurred in connection material compliance with the Company’s obligations under Section 6.14(d) policies related thereto), other than between the Company and other expenses incurred in connection with the Transactions)a wholly owned Acquired Company or between wholly owned Acquired Companies; (xi) amend (1) adopt or modify in make any material respect, waive any rights under, terminate, replace or release, settle or compromise change to any material claim, liability Tax accounting method or obligation under change the annual accounting period used for Tax purposes of any Material Contract or enter into any Contract which if entered into prior to the date hereof would have been a Material Contract, excluding any non-exclusive license agreements of immaterial Intellectual Property Rights entered into in the ordinary course of business; material Acquired Company; (xii) (A2) make, change rescind or revoke amend any material Tax election, ; (B3) settle or compromise or consent to any material Tax liability, or any audit, examination or other Legal Proceeding in respect of file a material amount of Taxes, (C) surrender any amended Tax Return or file a claim for a refund of a material amount of Taxes, ; (D) adopt or change any Tax accounting period or material method of Tax accounting, (E) file any amended Tax Return, (F4) enter into a “closing agreement” within the meaning of Section 7121 of the Code (or any analogous corresponding or similar provision of any state, local or foreign Legal Requirement)non-U.S. Tax law) with any Governmental Body regarding any material Tax refund, liability or assessment; (G) alter any intercompany arrangement or agreement or the ownership structure among or between any Acquired Companies or effect any other tax planning transaction, in each case, if such action would reasonably be expected to result in a material increase in the Tax liability of any of the Acquired Companies, or (H5) request any Tax ruling from any Governmental Body; ; (xiii6) commence settle, compromise or consent to any Legal Proceedingmaterial Tax claim, audit or assessment or surrender a right to a material Tax refund; (7) except with respect to: (A) routine matters in the ordinary course of businessbusiness consistent with past practice in connection with filing Tax Returns, agree to waive or extend the statute of limitations with respect to any material Tax or material Tax Return; or (B) in connection with a breach of this Agreement 8) enter into any Tax allocation, indemnity or any other agreements contemplated herebysharing agreement; (xivxii) settle, release, waive or compromise any Legal Proceeding or other claim (or threatened Legal Proceeding or other claim), other than any Legal Proceeding relating to a breach of this Agreement settlement, release, waiver or pursuant to a settlement compromise that does not relate to any of the Transactions and (A) that results solely in a monetary obligation obligations involving only the payment of monies by the Acquired Companies of not more than $250,000 1,000,000 in the aggregate; aggregate (B) excluding monetary obligations that results solely in a monetary obligation that is are funded by an indemnity obligation to, or an insurance policy of, any Acquired Company and the payment of monies by the Acquired Companies that together with any settlement made under subsection “(A)” are not more than $250,000 in the aggregate (not funded by an indemnity obligation or through insurance policies); Companies) or (CB) that results in no monetary or other material non-monetary obligation of any Acquired Company or the Acquired Companies’ receipt of paymentCompany; provided that (x) the settlement settlement, release, waiver or compromise of any Legal Proceeding or claim brought by the any stockholders of the Company against the Company and/or any of its directors relating to the Transactions or any a breach of this Agreement or any other agreements contemplated hereby shall not be subject to Section 2.7 or Section 6.6, as applicable, and (y) this Section 5.2(b)(xiv) shall not permit the Company to settle, release, waive or compromise any Legal Proceeding or claim that (I) provides for the grant to any third party of a license or other grant of rights to (or covenant not to xxx with respect to) any Intellectual Property Rights or the splitting of any revenues in respect of any Product or (II) would impose any restrictions or changes on the business or operations of, or the admission of wrongdoing by, any Acquired Companyclause; (xv) enter into, amend or terminate any collective bargaining agreement or other agreement with any labor organization (except to the extent required by applicable Legal Requirements); (xvixiii) adopt or implement any stockholder rights plan or similar arrangement; (xviixiv) adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any of the Acquired Companies; (xviiixv) make waive or otherwise grant or increase an exception to or waiver of any material change ownership limits set forth in financial accounting policies, practices, principles, methods or proceduresits organizational documents, other than as required by GAAP or Regulation S-X promulgated under in connection with the Exchange Act or other applicable rules and regulations acceptance of the SEC or applicable Legal Requirementsa Superior Offer in compliance with Section 5.3; (xixxvi) commence relinquish, abandon or permit to lapse, or fail to take any clinical trial in respect action necessary to maintain, enforce and protect, any of any Productits material Proprietary Rights; (xxxvii) qualify any new site for manufacturing of any Productfail to maintain in full force and effect material insurance policies covering the Acquired Companies and their material properties, business, assets and operations in a form and amount consistent with past practice in all material respects; or (xxixviii) authorize any of, or agree or commit to take, any of the actions described in Section 5.2(b)(ithe foregoing clauses (i) through (xvii) of this Section 5.2(b)(xx5.2(b). Nothing contained herein is intended to give to Parent or Purchaser, directly or indirectly, rights to control or direct the operations of the Acquired Companies prior to the Effective Time and nothing contained in this Agreement is intended to give the Acquired Companies, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations. Prior to the Effective Time, each of Parent and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its and its Subsidiaries’ respective operations.

Operation of the Acquired Companies’ Business. (a) During the Pre-Closing Period: : (ia) except (A) as required or expressly contemplated under this Agreement or as required by applicable Legal Requirements, (B) with the written consent of Parent, which consent Acquired Companies shall not be unreasonably withheld, delayed or conditioned or (C) as set forth in Part 5.2 of the Company Disclosure Schedule, the Company shall ensure that each Acquired Company conducts in all material respects its conduct their business and operations in the ordinary course and in substantially the same manner as such business and operations have been conducted prior to the date of this Agreement; (iib) the Company Acquired Companies shall promptly notify Parent of (A) any knowledge of the receipt of any notice from any Person alleging that the Consent of such Person is or may be required in connection with any of the Transactions and (B) any Legal Proceeding commenced, or, to its knowledge threatened, relating to or involving any Acquired Company that relates to any of the Transactions. The Company shall, acting in the ordinary course of business, use commercially reasonable efforts to preserve intact the material components of the Acquired Companies’ its current business organization, including keeping keep available the services of their current officers and key employees, employees and use commercially reasonable efforts to maintain their respective its relations and good will with all material suppliers, material customers, Governmental Bodies landlords, creditors, employees and other material Persons having business relations; provided, however, that relationships with the Acquired Company shall be under no obligation to put in place any new retention programs or include additional personnel in existing retention programs.Companies; (bc) During the Pre-Closing Period, except Acquired Companies shall keep in full force all insurance policies required to be identified in Part 2.17 of the Disclosure Schedule; (id) as required or expressly contemplated under this Agreement or as required by applicable Legal Requirements, the Acquired Companies shall cause its officers to report regularly (iibut in no event less frequently than weekly) with to Parent concerning any material development regarding the written consent of Parent, which consent Acquired Companies’ business; (e) the Acquired Companies shall not be unreasonably withheld, delayed or conditioned or (iii) as set forth in Part 5.2 of the Company Disclosure Schedule, the Company shall ensure that each Acquired Company shall not: (i) (A) establish a record date for, declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock (including the Company Common Stock)stock, except for dividends or other distributions by a direct or indirect wholly owned Subsidiary of the Company to its parent (but excluding any such dividends or other distributions and shall not in the ordinary course of business to the extent such dividend or distribution would reasonably be expected to result in a material increase in the Tax liability of any of the Acquired Companies) or (B) repurchase, redeem or otherwise reacquire any of its shares of capital stock (including any Company Common Stock), or any rights, warrants or options to acquire any shares of its capital stock, other than: (1) repurchases or reacquisitions in the ordinary course of business, and at fair market value of shares of Company Common Stock outstanding as of the date hereof pursuant to the Company’s right (under written commitments in effect as of the date hereof that have been made available to Parent) to purchase or reacquire shares of Company Common Stock held by a Company Associate only upon termination of such Company Associate’s employment or engagement by the Company; (2) repurchases of Shares issued upon the exercise or vesting of Company Stock Awards outstanding on the date hereof (in cancellation thereof) pursuant to the terms of any such Company Stock Award (in effect as of the date hereof) between the Company and a Company Associate only upon termination of such Person’s employment or engagement by the Company in the ordinary course of business and at fair market value; or (3) in connection with withholding to satisfy the exercise price and/or Tax obligations with respect to Company Stock Awardssecurities; (iif) split, combine, subdivide or reclassify any shares of its capital stock (including the Company Common Stock) or other equity interests; (iii) Acquired Companies shall not sell, issue, grant, deliver, pledge, transfer, encumber issue or authorize the issuance, sale, delivery, pledge, transfer, encumbrance or grant by any Acquired Company issuance of (Ai) any capital stock, equity interest stock or other security of any Acquired Companysecurity, (Bii) any option, call, warrant, restricted securities, restricted stock unit option or right to acquire any capital stock, equity interest stock or other security of any Acquired Company security, or (Ciii) any instrument convertible into, into or exchangeable for or settled in any capital stock, equity interest stock or other security of any Acquired Company (except that the Company may shall be permitted (x) to issue Shares required Company Common Stock to be issued upon the settlement of RSUs outstanding as of the date of this Agreement, or employees upon the exercise of outstanding Company Options outstanding as of the date of this Agreement, in each case, in accordance with their respective terms as of the date hereofand Company Warrants, and except that (y) to issue shares of Company Common Stock upon the conversion of shares of Company may issue Company Options with respect to not more than 10,000 Shares in the aggregate to new employees who were offered Company Options as part of offer letters that were executed prior to the date of this Agreement and made available to Parent prior to the date hereofPreferred Stock); (ivg) (A) establishexcept as set forth in this Agreement, adopt, enter into, terminate or amend any Employee Plan (or any plan, program, arrangement, practice or agreement that would be an Employee Plan if it were in existence on the date hereof), (B) Company shall not amend or waive any of its rights under, or accelerate permit the vesting, payment or lapse acceleration of restrictions vesting under, (i) any provision of the Company Option Plan, (ii) any provision of any agreement evidencing any outstanding Company Stock Right or any of the Employee Plans (or any plan, program, arrangement, practice or agreement that would be an Employee Plan if it were in existence on the date hereof), (C) grant any Company Associate any increase in compensation, bonuses or severance, retention or other payments or benefitsOption, or (Diii) pay or award, or commit to pay or award, any bonuses or incentive compensationprovision of any restricted stock purchase agreement; (vh) (A) enter into (1) any change-of-control agreement with any Company Associate or (2) any retention agreement with any Company Associate, (B) enter into any employment, severance or other agreement with any Company Associate, (C) hire any employee or independent contractor with total annual compensation in excess of $150,000, or (D) terminate the employment or service of any employee or independent contractor with total annual compensation in excess of $150,000, other than for cause; (vi) Acquired Companies shall not amend or permit the adoption of any amendment to its the Company’s certificate of incorporation or bylaws bylaws, the Israel Subsidiary’s articles of association or other charter memorandum of association or organizational documentsthe BVI Subsidiary’s articles of association or memorandum of association, or effect or permit the Acquired Companies to become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (viii) the Acquired Companies shall not form any Subsidiary, subsidiary or acquire any equity interest or other interest in any other Entity or enter into any joint venture, partnership, limited liability corporation or similar arrangementEntity; (viiij) make or authorize any capital expenditure (except that the Acquired Companies may shall not make any capital expenditure expenditure, except for capital expenditures that: (A) is provided for in the Company’s capital expense budget either delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement, which expenditures shall be in accordance with the categories set forth in such budget; or (B) when added to all other capital expenditures made on behalf of the Acquired Companies since during the date of this Agreement but not provided for in the Company’s capital expense budget either delivered or made available to Parent or Parent’s Representatives prior to the date of this AgreementPre-Closing Period, does do not exceed $250,000 individually and $500,000 in the aggregate)10,000 per month; (ixk) the Acquired Companies shall not (i) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, or (ii) amend or prematurely terminate, or waive any material right or remedy under, any such Contract; (l) the Acquired Companies shall not (i) acquire, leaselease or license any right or other asset from any other Person, license, sublicense, pledge, (ii) sell or otherwise dispose of, divest or spin-offlease or license, abandon, waive, relinquish or permit to lapse (other than any patent expiring at the end of its statutory term), transfer, assign, guarantee, exchange or swap, mortgage or otherwise encumber (including pursuant to a sale-leaseback transaction or securitization) or subject to any Encumbrance (other than Permitted Encumbrances) any material right or other material asset to any other Person, or property (exceptiii) waive or relinquish any right, in except for assets acquired, leased, licensed or disposed of by the case of Acquired Companies pursuant to Contracts that are not Material Contracts; (m) the Acquired Companies shall not (i) lend money to any of Person (except that the foregoing (A) purchases of raw materials and other supplies in the ordinary course of business consistent with past practice, (B) entering into non-exclusive license agreements of immaterial Intellectual Property Rights Acquired Companies may make routine advances to employees in the ordinary course of business, (C) pursuant to dispositions of obsolete, surplus or worn out assets that are no longer useful in the conduct of the business of the Acquired Companies and (D) capital expenditures permitted by Section 5.2(b)(viii)); (x) except for loans and capital contributions solely between or among the Company and/or any of its wholly owned Subsidiaries in the ordinary course of business, lend money or make capital contributions or advances to or make investments in, any Person, or (ii) incur or guarantee any Indebtedness indebtedness for borrowed money; (except for n) the Acquired Companies shall not (i) short-term borrowingsestablish, of not more than $500,000 in the aggregateadopt or amend any Company Employee Plan, incurred in the ordinary course of business consistent with past practice and (ii) advances to employees and consultants for travel and pay any bonus or make any profit-sharing payment, cash incentive payment or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other business-related expenses in the ordinary course compensation or remuneration payable to, any of businessits directors, of not more than $150,000 in the aggregate officers or employees, or (excluding expenses incurred in connection with the Company’s obligations under Section 6.14(diii) and other expenses incurred in connection with the Transactions)hire any new employee; (xio) amend the Acquired Companies shall not change any of their methods of accounting or modify accounting practices in any material respect, waive any rights under, terminate, replace or release, settle or compromise any material claim, liability or obligation under any Material Contract or enter into any Contract which if entered into prior to the date hereof would have been a Material Contract, excluding any non-exclusive license agreements of immaterial Intellectual Property Rights entered into in the ordinary course of business; (xiip) (A) make, change or revoke the Acquired Companies shall not make any material Tax election, (B) settle or compromise or consent to any material Tax liability, or any audit, examination or other Legal Proceeding in respect of a material amount of Taxes, (C) surrender any claim for a refund of a material amount of Taxes, (D) adopt or change any Tax accounting period or material method of Tax accounting, (E) file any amended Tax Return, (F) enter into a “closing agreement” within the meaning of Section 7121 of the Code (or any analogous or similar provision of any state, local or foreign Legal Requirement), (G) alter any intercompany arrangement or agreement or the ownership structure among or between any Acquired Companies or effect any other tax planning transaction, in each case, if such action would reasonably be expected to result in a material increase in the Tax liability of any of the Acquired Companies, or (H) request any Tax ruling from any Governmental Body; (xiiiq) the Acquired Companies shall not commence or settle any Legal Proceeding, except with respect to: (A) routine matters in the ordinary course of business; or (B) in connection with a breach of this Agreement or any other agreements contemplated hereby; (xivr) settleno Acquired Company shall transfer any material assets, releaseincluding any cash, waive or compromise any Legal Proceeding or other claim (or threatened Legal Proceeding or other claim), other than any Legal Proceeding relating to a breach of this Agreement or pursuant to a settlement that does not relate to any of the Transactions and other Acquired Company; and (As) that results solely in a monetary obligation involving only the payment of monies by the Acquired Companies of not more than $250,000 in the aggregate; (B) that results solely in a monetary obligation that is funded by an indemnity obligation to, or an insurance policy of, any Acquired Company and the payment of monies by the Acquired Companies that together with any settlement made under subsection “(A)” are not more than $250,000 in the aggregate (not funded by an indemnity obligation or through insurance policies); or (C) that results in no obligation of any Acquired Company or the Acquired Companies’ receipt of payment; provided that (x) the settlement of any Legal Proceeding or claim brought by the stockholders of the Company against the Company and/or any of its directors relating to the Transactions or any breach of this Agreement or any other agreements contemplated hereby shall be subject to Section 2.7 or Section 6.6, as applicable, and (y) this Section 5.2(b)(xiv) shall not permit the Company to settle, release, waive or compromise any Legal Proceeding or claim that (I) provides for the grant to any third party of a license or other grant of rights to (or covenant not to xxx with respect to) any Intellectual Property Rights or the splitting of any revenues in respect of any Product or (II) would impose any restrictions or changes on the business or operations of, or the admission of wrongdoing by, any Acquired Company; (xv) enter into, amend or terminate any collective bargaining agreement or other agreement with any labor organization (except to the extent required by applicable Legal Requirements); (xvi) adopt or implement any stockholder rights plan or similar arrangement; (xvii) adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any of the Acquired Companies; (xviii) make any material change in financial accounting policies, practices, principles, methods or procedures, other than as required by GAAP or Regulation S-X promulgated under the Exchange Act or other applicable rules and regulations of the SEC or applicable Legal Requirements; (xix) commence any clinical trial in respect of any Product; (xx) qualify any new site for manufacturing of any Product; or (xxi) authorize any of, or agree or commit to take, take any of the actions described in Section 5.2(b)(i) clauses “(e)” through Section 5.2(b)(xx“(r)” above. Nothing contained herein is intended to give to Parent or PurchaserNotwithstanding the foregoing, directly or indirectly, rights to control or direct the operations of the Acquired Companies may take any action described in clauses “(e)” through “(r)” above if Parent gives its prior written consent to the Effective Time and nothing contained in this Agreement is intended to give taking of such action by the Acquired Companies, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations. Prior to the Effective Time, each of Parent and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its and its Subsidiaries’ respective operations.

Operation of the Acquired Companies’ Business. (a) During the Pre-Closing Period: (i) except (A) as required or expressly contemplated permitted under this Agreement or as required by applicable Legal Requirements, or to comply with or implement applicable local COVID-19 Measures, (B) with the written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned conditioned, or (C) as set forth in Part 5.2 of the Company Disclosure Schedule, the Company shall, and shall ensure that each Acquired Company conducts cause its Subsidiaries to, conduct its business in the ordinary course in all material respects and use commercially reasonable efforts to conduct its business and operations in the ordinary course all material respects consistent with past practice and (ii) the Company shall promptly notify Parent of (A) any knowledge of the receipt of any written notice from any Person alleging that the Consent of such Person is or may be required in connection with any of the Transactions Transactions, and (B) any Legal Proceeding commenced, or, to its knowledge threatened, relating to or involving any material claims made by an Acquired Company that relates to under any of the Transactions. The Company shall, acting in the ordinary course of business, use commercially reasonable efforts to preserve intact the material components insurance policy of the Acquired Companies’ current business organization. Any action, including keeping available the services subject matter of current officers and key employeeswhich is addressed in Section 5.2(b) below, and use commercially reasonable efforts to maintain their respective relations and good will with all material suppliers, material customers, Governmental Bodies and other material business relations; provided, however, that the Acquired Company shall be under no obligation to put in place any new retention programs or include additional personnel in existing retention programsdeemed compliant with this Section 5.2(a) if compliant with Section 5.2(b). (b) During Without limiting the generality of Section 5.2(a), during the Pre-Closing Period, except (i) as required or expressly contemplated permitted under this Agreement or as required by by, or necessary to comply with, applicable Legal Requirements, including Antitrust Law, (ii) with the written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned conditioned, or (iii) as set forth in Part 5.2 of the Company Disclosure Schedule, the Company shall ensure that each Acquired Company Companies shall not: (i) (A) establish a record date for, declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock (including the Company Common StockShares), except for dividends or other distributions by a direct or indirect wholly owned Subsidiary of the Company to its parent (but excluding any such dividends or other distributions not in the ordinary course of business to the extent such dividend or distribution would reasonably be expected to result in a material increase in the Tax liability of any of the Acquired Companies) parent, or (B) repurchase, redeem or otherwise reacquire acquire any of its shares of capital stock (including any Company Common StockShare), or any rights, warrants or options to acquire any shares of its capital stock, other than: (1) repurchases or reacquisitions in the ordinary course acquisitions of business, and at fair market value of shares of Company Common Stock Shares outstanding as of the date hereof of this Agreement pursuant to the Company’s right (under written commitments in effect as of the date hereof that have been made available to Parentof this Agreement) to purchase repurchase or reacquire shares of Company Common Stock acquire Shares held by a Company Associate only upon termination of such Company Associateassociate’s employment or engagement by the Company; (2) repurchases of Shares Company Stock Awards (or shares of capital stock issued upon the exercise or vesting of Company Stock Awards thereof) outstanding on the date hereof of this Agreement (in cancellation thereof) pursuant to the terms of any such Company Stock Award (in effect as of the date hereofof this Agreement) between the Company and a Company Associate or member of the Company Board only upon termination of such Person’s employment or engagement by the Company in the ordinary course of business and at fair market valueCompany; or (3) in connection with withholding to satisfy the exercise price and/or or Tax obligations with respect to Company Stock AwardsAwards outstanding as of the date of this Agreement, pursuant to its terms as of the date of this Agreement; (ii) split, combine, subdivide or reclassify any shares of its capital stock (including the Company Common StockShares) or other equity interests; (iii) sell, issue, grant, deliver, pledge, transfer, encumber or authorize the issuance, sale, delivery, pledge, transfer, encumbrance or grant by any Acquired Company (other than pursuant to agreements in effect as of the date of this Agreement) of (A) any capital stock, equity interest or other security of any the Acquired Company, (B) any option, call, warrant, restricted securities, restricted stock unit securities or right to acquire any capital stock, equity interest or other security of any the Acquired Company or (C) any instrument convertible into, into or exchangeable for or settled in any capital stock, equity interest or other security of the Acquired Company, including the grant of any stock options to non-employee directors of an Acquired Company Company, either in lieu of cash compensation or otherwise (except that the Company may issue Shares as required to be issued upon the settlement of RSUs or upon the exercise of Company Options or Company Warrants, in each case outstanding as of the date of this Agreement, Agreement or upon the exercise of Company Options outstanding as permitted pursuant to Part 5.2 of the date of this Agreement, in each case, Company Disclosure Schedule and in accordance with their respective the terms as of the date hereofapplicable Company Option, and except that the RSU or Company may issue Company Options with respect to not more than 10,000 Shares Warrant as in the aggregate to new employees who were offered Company Options as part of offer letters that were executed prior to effect on the date of this Agreement and made available or as permitted pursuant to Parent prior to Part 5.2 of the date hereofCompany Disclosure Schedule); (iv) commence any offering or offering period under the Company ESPP; (Av) establish, adopt, enter into, terminate or amend any Employee Plan (or any plan, program, or practice that would be an Employee Plan if it were in existence on the date of this Agreement), or amend or waive any of its rights under, or accelerate the vesting under, any provision of any Employee Plan (or any plan, program, arrangement, practice or agreement that would be an Employee Plan if it were in existence on the date hereofof this Agreement), (B) amend or waive any of its rights under, or accelerate the vesting, payment or lapse of restrictions under, any provision of any Company Stock Right or any of the Employee Plans (or any plan, program, arrangement, practice or agreement that would be an Employee Plan if it were in existence on the date hereof), (C) grant any Company Associate any increase in compensation, bonuses or severance, retention or other payments or benefits, or (D) pay or award, or commit to pay or award, any bonuses or incentive compensation; (vvi) (A) enter into (1) any change-of-control agreement with any Company Associate executive officer, employee, director or independent contractor or (2) any retention agreement with any Company Associateexecutive officer, employee, director or Contractor, or (B) enter into (1) any employment, severance or other agreement with any Company Associateexecutive officer, employee, or director, or (2) any consulting agreement with an independent contractor, or (C) establish, adopt or enter into any plan, agreement or arrangement, or otherwise commit to, gross up or indemnify, or otherwise reimburse any current or former service provider for any Tax incurred by such service provider, including under Section 409A or Section 4999 of the Code; (vii) (A) hire any employee or independent contractor with total annual compensation in excess of $150,000, or (DB) terminate the employment or service of any employee or independent contractor with total annual compensation in excess of $150,000employee, other than for cause; (viviii) amend amend, or permit the adoption of any amendment to its certificate to, or waive or rescind any provision of, the Certificate of incorporation Incorporation or bylaws or other charter or organizational documents; (viiix) form any new Subsidiary, acquire any equity interest in any other Entity (other than securities in a publicly traded company held for investment by the Acquired Companies and consisting of less than 1% of the outstanding capital stock of such Entity) or enter into any joint venture, partnership, limited liability corporation or similar arrangement; (viiix) make or authorize any capital expenditure (except that the Acquired Companies may make any capital expenditure that: (A) is provided for in the Company’s capital expense budget either delivered or made available to Parent or and Parent’s Representatives prior to the date of this Agreement, which expenditures shall be in accordance with the categories set forth in such budget; or (B) when added to all other capital expenditures made on behalf of the Acquired Companies since the date of this Agreement but not provided for in the Company’s capital expense budget either delivered or made available to Parent or and Parent’s Representatives prior to the date of this Agreement, does not exceed $250,000 individually and $500,000 in the aggregateaggregate during any fiscal quarter); (ixxi) acquire, leasesell, license, sublicense, pledge, sell license or otherwise dispose of, divest or spin-off, abandontransfer, waive, relinquish or permit to lapse assign any material assets or properties (other than any patent expiring at including shares in the end capital of its statutory termthe Company’s Subsidiaries), transfer, assign, guarantee, exchange or swap, mortgage or otherwise encumber (including pursuant to a sale-leaseback transaction or securitization) or subject to any Encumbrance (other than Permitted Encumbrances) any material right or other material asset or property (except, in the case of any of the foregoing (A) purchases for the purchase of raw materials and other supplies from suppliers or vendors in the ordinary course of business consistent with past practice, practice (B) including entering into non-exclusive license agreements of immaterial Intellectual Property Rights in the ordinary course of businessbusiness consistent with past practice and that are incidental to and not material to performance under the applicable agreement), (CB) pursuant to dispositions of obsolete, surplus or worn out assets that are no longer useful in the conduct of the business of the Acquired Companies and (D) capital expenditures permitted by Section 5.2(b)(viii)); (x) except for loans and capital contributions solely between or among the Company and/or any of its wholly owned Subsidiaries in the ordinary course of businessbusiness or (C) other than investments in marketable securities in the ordinary course of business consistent with past practice; (xii) (A) sell, assign, transfer, convey, pledge, encumber, dispose, license, sublicense, abandon, cancel, waive, or impair any Company IP (other than non-exclusive license agreements in the ordinary course of business consistent with past practice and that are incidental to and not material to performance under the applicable agreement), (B) amend any patent in the Company IP, or amend any patent application in the Company IP except as may be required during original prosecution, (C) fail to exercise a right of renewal or extension under or with respect to any Company IP or (D) disclose any trade secrets or other non-public confidential data and other information of any of the Acquired Companies outside of an appropriate confidentiality agreement; (xiii) lend money or make capital contributions or advances to or make investments in, any Person, invest cash other than in the ordinary course of business consistent with past practice, or incur or guarantee any Indebtedness (except for (i) short-term borrowingsintercompany loans, of not more than $500,000 in the aggregate, incurred in the ordinary course of business consistent with past practice and (ii) advances to employees and consultants for travel and other business-related expenses advances, in each case, in the ordinary course of business, of not more than $150,000 in the aggregate (excluding expenses incurred in connection business consistent with the Company’s obligations under Section 6.14(d) and other expenses incurred in connection with the Transactionspast practice); (xixiv) amend make or modify in change any material respect, waive any rights under, terminate, replace Tax election or release, settle or compromise any material Tax claim, liability audit, assessment, or obligation under dispute, adopt or change an annual Tax accounting period or any Material Contract or material Tax accounting method, enter into any Contract which if entered into prior closing agreement with respect to the date hereof would have been a Material Contract, excluding any non-exclusive license agreements of immaterial Intellectual Property Rights entered into in the ordinary course of business; (xii) (A) make, change or revoke any material Tax election, (B) settle or compromise or consent to any material Tax liability, or any audit, examination or other Legal Proceeding in respect of a material amount of Taxes, (C) surrender any right to claim for a refund of a material amount of Taxes, or fail to file when due (Dtaking into account any extensions automatically granted) adopt or change any Tax accounting period or material method of Tax accounting, (E) file any amended Tax Return, (F) enter into a “closing agreement” within the meaning of Section 7121 of the Code (or any analogous or similar provision of any state, local or foreign Legal Requirement), (G) alter any intercompany arrangement or agreement or the ownership structure among or between any Acquired Companies or effect any other tax planning transaction, in each case, if such action would reasonably be expected to result in a material increase in the Tax liability of any of the Acquired Companies, or (H) request any Tax ruling from any Governmental Body; (xiiixv) commence any Legal Proceeding, except with respect to: (A) routine matters in the ordinary course of business; (B) in such cases where the Company reasonably determines in good faith that the failure to commence suit would result in a material impairment of a valuable aspect of its business (provided that the Company consults with Parent and considers the views and comments of Parent with respect to such Legal Proceedings prior to commencement thereof); or (BC) in connection with a breach of this Agreement or any other agreements contemplated hereby; (xivxvi) except as set forth in Section 6.6, settle, release, waive waive, compromise or compromise pay any Legal Proceeding or other claim (or threatened Legal Proceeding or other claim), other than in respect of any Legal Proceeding relating to a breach of this Agreement or pursuant to a settlement Agreement, that does not relate to any of the Transactions and involves: (A) that results solely in a monetary obligation involving only the payment of monies by the Acquired Companies an amount (in excess of not insurance proceeds) that is more than $250,000 500,000 in the aggregate; (B) equitable or injunctive relief that results solely in would have a monetary obligation that is funded by an indemnity obligation to, or an insurance policy of, material effect on the operations of any Acquired Company and the payment of monies by the Acquired Companies that together with any settlement made under subsection “(A)” are not more than $250,000 in the aggregate (not funded by an indemnity obligation or through insurance policies)Company; or (C) that results in no obligation of any Acquired Company or the Acquired Companies’ receipt of payment; provided that (x) the settlement of any Legal Proceeding or claim brought by the stockholders of the Company against the Company and/or any of its directors relating to the Transactions or any breach of this Agreement or any other agreements contemplated hereby shall be subject to Section 2.7 or Section 6.6, as applicable, and (y) this Section 5.2(b)(xiv) shall not permit the Company to settle, release, waive or compromise any Legal Proceeding or claim that (I) provides for the grant to any third party of a license or other grant of rights to (or covenant not to xxx with respect to) any Intellectual Property Rights or the splitting of any revenues in respect of any Product or (II) would impose any restrictions or changes on the business or operations of, or the admission of wrongdoing by, by any Acquired Company; or (D) any actual or potential violation of any criminal Legal Requirement; (xvxvii) adopt, enter into, into or amend or terminate any collective bargaining agreement or other agreement Contract with any labor union, trade organization (except to the extent required by applicable Legal Requirements)or other employee representative body; (xvixviii) adopt or implement any stockholder rights plan or similar arrangement; (xviixix) adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any of the Acquired Companies; (xviiixx) (A) waive, release or assign any material rights or claims under, renew, terminate, cancel, affirmatively determine not to renew, materially amend, materially modify, exercise any material options or material rights under or terminate, any Material Contract, (B) enter into any Contract that, if existing on the date hereof, would be a Material Contract or (C) amend or modify any Contract in existence on the date hereof that, after giving effect to such amendment or modification, would be a Material Contract; (xxi) abandon, withdraw, terminate, suspend, abrogate, amend or modify in any material respect any Governmental Authorizations in a manner that would materially impair the operation of the business of the Acquired Companies; (xxii) (A) forgive any loans to directors, officers, employees or any of their respective Affiliates or (B) enter into any transactions or Contracts with any Affiliates or other Person that would be required to be disclosed by the Company under Item 404 of Regulation S-K of the SEC; (xxiii) commence or modify any clinical study other than those set forth on Part 5.2(b)(xxiii) of the Company Disclosure Schedule or, unless mandated by any Governmental Body, make any material change to, discontinue, terminate or suspend any clinical study without first consulting Parent in financial accounting policies, practices, principles, methods or procedures, other than as required by GAAP or Regulation S-X promulgated under the Exchange Act or other applicable rules and regulations of the SEC or applicable Legal Requirementsgood faith; (xixxxiv) commence any clinical trial in respect write up, write down or write off the book value of any Product; (xx) qualify any new site for manufacturing of any Productassets, except in accordance with GAAP consistently applied; or (xxixxv) authorize any of, or agree or commit to take, any of the actions described in Section 5.2(b)(iclauses (i) through (xxiv) of this Section 5.2(b)(xx5.2(b). Nothing Notwithstanding the foregoing, nothing contained herein is intended to shall give to Parent or Purchaser, directly or indirectly, rights to control or direct the operations of the Acquired Companies prior to the Effective Time and nothing contained in this Agreement is intended to give the Acquired Companies, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations. Prior to the Effective Time, each of Parent and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its and its Subsidiaries’ respective operations.

Operation of the Acquired Companies’ Business. (a) During the Pre-Closing Period: (i) except (A) as required or expressly contemplated under this Agreement or as required by applicable Legal Requirements, (B) with the written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned or (C) as set forth in Part 5.2 of the Company Disclosure Schedule, the Company shall ensure that each Acquired Company conducts in all material respects its business and operations in the ordinary course and (ii) the Company shall promptly notify Parent of (A) any knowledge of the receipt of any notice from any Person alleging that the Consent of such Person is or may be required in connection with any of the Transactions and (B) any Legal Proceeding commenced, or, to its knowledge threatened, relating to or involving any Acquired Company that relates to any of the Transactions. The Company shall, acting in the ordinary course of business, use commercially reasonable efforts to preserve intact the material components of the Acquired Companies’ current business organization, including keeping available the services of current officers and key employees, and use commercially reasonable efforts to maintain their respective relations and good will with all material suppliers, material customers, Governmental Bodies and other material business relations; provided, however, that the Acquired Company shall be under no obligation to put in place any new retention programs or include additional personnel in existing retention programs. (b) During the Pre-Closing Period, Period except (i) as expressly required or expressly contemplated under permitted by this Agreement or as required by applicable Legal Requirements, (ii) with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned or (iii) as set forth in Part 5.2 Section 4.2 of the Company Disclosure ScheduleLetter, the Company shall, and shall ensure cause the other Acquired Companies to, (x) conduct their respective business in the ordinary course of business in all material respects, (y) use commercially reasonable efforts to preserve their current relationships with material customers, vendors, distributors, lessors, licensors, licensees, creditors and other material business relations and (z) use commercially reasonable efforts to maintain in full force and effect their licenses and permits under applicable Gaming Laws; provided that each no action taken by any Acquired Company to the extent expressly permitted by an exception to any of the subclauses of Section 4.2(b) shall constitute a breach of this Section 4.2(a). (b) During the Pre-Closing Period, except (x) as expressly required or expressly permitted by this Agreement or as required by applicable Legal Requirements, (y) with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned, or (z) as set forth in Section 4.2 of the Company Disclosure Letter, the Acquired Companies shall not: (i) (A) establish a record date for, declare, accrue, set aside or pay any dividend or make any other distribution (whether in cash, securities, other property or any combination thereof) in respect of any shares of its capital stock (including the Company Common Stock)) or other equity, equity linked or voting interests, except for dividends or other distributions by a direct or indirect wholly owned Subsidiary of the Company to its parent (but excluding any such dividends the Company or other distributions not in the ordinary course of business to the extent such dividend or distribution would reasonably be expected to result in a material increase in the Tax liability of any another wholly-owned Subsidiary of the Acquired Companies) or Company; (B) repurchase, redeem or otherwise reacquire any of its shares of capital stock (including any Company Common Stock), or any rights, warrants warrants, options or options other convertible or exercisable securities to acquire any shares of its capital stock, other than: (1) repurchases or reacquisitions in the ordinary course of business, and at fair market value of shares of Company Common Stock Shares outstanding as of the date hereof pursuant to the Company’s right (under written commitments in effect as of the date hereof that have been made available to Parenthereof) to purchase or reacquire shares of Company Common Stock Shares held by a Company Associate only upon termination of such Company Associateassociate’s employment or engagement by the Company; (2) repurchases of Shares Company Equity Awards (or shares of capital stock issued upon the exercise or vesting of Company Stock Awards thereof) outstanding on the date hereof (in cancellation thereof) pursuant to the terms of any such Company Stock Equity Award (in effect as of the date hereof) between the Company and a Company Associate or member of the Company Board only upon termination of such Person’s employment or engagement by the Company in the ordinary course of business and at fair market valueCompany; or (3) in connection with withholding to satisfy the exercise price and/or Tax obligations with respect to Company Stock AwardsEquity Awards as required pursuant to the terms of any such Company Equity Award (in effect as of the date hereof); or (4) pursuant to transactions solely between or among Acquired Companies; (C) modify the terms of any shares of its capital stock (including the Company Common Stock) or other equity, equity-linked or voting interests; or (D) enter into any agreement with respect to the voting or registration of any shares of its capital stock (including the Company Common Stock) or other equity, equity-linked or voting interests; (ii) split, combine, subdivide subdivide, adjust, recapitalize or reclassify any shares of its capital stock (including the Company Common Stock) or other equity interests, or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock (including the Company Common Stock) any of its other equity, equity-linked or voting interests; (iii) sell, issue, grant, deliver, pledge, transfer, encumber or authorize or commit to the issuance, sale, delivery, pledge, transfer, encumbrance or grant by any Acquired Company (other than pursuant to agreements in effect as of the date of this Agreement) of (A) any capital stock, equity interest or other security of any the Acquired Company, (B) any option, call, warrant, restricted securities, restricted stock unit or right to acquire any capital stock, equity interest or other security of any the Acquired Company or equity or equity-based incentive awards, stock bonuses, phantom equity or Other Equity-Based Incentive Awards or (C) any instrument convertible into, into or exchangeable for or settled in any capital stock, equity interest or other security of any the Acquired Company (except that the Company may (1) issue Shares as required to be issued upon the settlement of RSUs RSUs, PSUs, PhSUs or PPhSUs outstanding as of on the date of this Agreement, Agreement or upon the exercise of Company Options outstanding as of the date of this Agreement, Agreement as required pursuant to the terms of any such Company Equity Award (in each case, in accordance with their respective terms effect as of the date hereof, ) and except that the Company may (2) issue Company Options with respect to not more than 10,000 Shares such securities in the aggregate to new employees who were offered Company Options as part of offer letters that were executed prior to the date of this Agreement and made available to Parent prior to the date hereoftransactions solely between or among Acquired Companies); (iv) (A) modify or amend in any material respect, or terminate or waive any material right under, any Material Contract (except for any modification (including any renewal, amendment, termination (including any non-renewal) or waiver) in the ordinary course of business or that is not adverse to the Acquired Companies, in the aggregate, in any material respect), or (B) enter into any Contract that would have been a Material Contract if such Contract was in existence as of the date hereof (other than entry into any such Contract in the ordinary course of business); (A) assign, license, sell, abandon, allow to lapse or otherwise dispose of any material Intellectual Property Right, other than non-exclusive licenses granted in the ordinary course of business, or (B) disclose any Trade Secrets, other than pursuant to a reasonable written confidentiality agreement or binding confidentiality obligation; (vi) (A) establish, adopt, enter into, terminate adopt, terminate, modify or amend any Employee Plan (or any plan, program, arrangement, practice or agreement that would be an Employee Plan if it were in existence on the date hereof), (B) or amend or waive any of its rights under, or take any action to accelerate the vesting, payment or lapse funding of restrictions any compensation or benefit under, any provision of any Company Stock Right or any of the Employee Plans (or any plan, program, arrangement, practice or agreement that would be an Employee Plan if it were in existence on the date hereof), except that the Acquired Companies: (Cx) grant may amend any Company Associate any Employee Plans to the extent required by applicable Legal Requirements; and (y) may replace, renew or extend a broadly applicable Employee Plan in the ordinary course of business consistent with past practice that does not materially increase in compensation, bonuses the cost of such Employee Plan or severance, retention or other payments or benefits, or benefits provided under such Employee Plan based on the cost on the date of this Agreement; (DB) pay or awardgrant, or commit to pay or awardgrant, to any bonuses current or incentive compensation; (v) (A) enter into (1) any change-of-control agreement with any former Company Associate any equity or equity-based incentive awards, stock bonuses (2whether pursuant to any Stock Bonus Plan or otherwise) or Other Equity-Based Incentive Awards, material compensation or benefit (including any retention agreement with severance, retention, change in control or similar payments or benefits), or any Company Associate, (B) enter into increase in any employment, severance compensation or other agreement with any Company Associate, benefits; or (C) hire any employee hire, engage, promote or independent contractor with total annual compensation in excess of $150,000, or terminate (D) terminate the employment or service of any employee or independent contractor with total annual compensation in excess of $150,000, other than for cause) any Company Associate whose annual base compensation is or would be greater than $200,000; (vivii) amend or permit the adoption of any amendment to its certificate articles of incorporation or bylaws or other charter or organizational documents, except as may be required by Legal Requirement or the rules and regulations of the NYSE; (viiviii) make any loans, advances or capital contributions to, or investments in, any other Person, except for (A) loans solely between or among the Acquired Companies, (B) advances for employee business and travel expenses in the ordinary course of business in immaterial amounts, (C) the extension of trade credit to customers in the ordinary course of business, or (D) acquisitions of marketable securities which are convertible into cash within ninety (90) days or less and representing non-controlling minority interests of less than five percent (5%) of the total outstanding share capital of such Person; (ix) form any Subsidiary, acquire any equity interest in any other Entity or enter into any joint venture, partnership, legal partnership or limited liability corporation company or similar arrangementarrangement or, except to another Acquired Company, agree or otherwise commit to make a capital contribution in any Entity; (viiix) make or authorize any capital expenditure (except that the Acquired Companies may make any capital expenditure that: (A) is provided for in the Company’s capital expense budget either delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement, which expenditures shall be in accordance with the categories capital budget set forth in such budget; on Section 4.2(b)(xi) of the Company Disclosure Letter or (B) when added to all other capital expenditures made on behalf of not addressed by the Acquired Companies since foregoing clause (A) that do not exceed $2,000,000 individually, or $5,000,000 in the aggregate; (xi) incur any Indebtedness after the date of this Agreement but in excess of $1,000,000 at any one time outstanding, except for (A) Indebtedness reasonably necessary to finance capital expenditures permitted under Section 4.2(b)(x), (B) Indebtedness incurred to refinance or replace existing Indebtedness outstanding on the date hereof (which is not provided for an aggregate principal amount greater than such existing Indebtedness and which is prepayable at any time without premium or penalty), (C) guarantees by the Company of existing Indebtedness of any other Acquired Company, (D) letters of credit, bank guarantees, security or performance bonds or similar credit support instruments, overdraft facilities or cash management programs, in each case issued, made or entered into in the Company’s capital expense budget either delivered or made available to Parent or Parent’s Representatives prior to ordinary course of business and for immaterial amounts and (E) Indebtedness incurred under any existing credit facilities as in effect on the date of this Agreement, does not exceed $250,000 individually and $500,000 in the aggregate)hereof; (ixxii) acquire, lease, license, sublicense, pledge, sell or otherwise dispose ofsell, divest or spin-off, abandon, waive, relinquish or permit to lapse (other than any patent expiring at the end of its statutory term)lapse, transferfail to diligently prosecute, assignenforce or maintain, fail to renew, guarantee, exchange or swap, lease, transfer, mortgage or otherwise encumber (including pursuant to a sale-leaseback transaction or securitization) or subject to any Encumbrance (other than a Permitted EncumbrancesEncumbrance) or otherwise dispose of or assign any material right rights, properties or assets (other material asset than Intellectual Property Rights) with a fair market value that is individually in excess of $2,000,000 or property (except, in the case aggregate in excess of any of the foregoing $5,000,000, except (A) purchases dispositions of raw materials and other supplies supplies, inventory, merchandise or products to customers in the ordinary course of business, dispositions of obsolete, surplus or worn-out assets or assets that are no longer used or useful in the conduct of the business consistent with past practice, (B) entering into non-exclusive license agreements of immaterial Intellectual Property Rights any Acquired Company and dispositions of marketable securities for cash in the ordinary course of business, (CB) pursuant to dispositions of obsolete, surplus or worn out assets that are no longer useful in the conduct of the business of the Acquired Companies and (D) capital expenditures permitted by Section 5.2(b)(viii)); (x) except for loans and capital contributions solely transfers between or among the Company and/or any Acquired Companies or (C) voluntary terminations or surrenders of its wholly owned Subsidiaries in the ordinary course leases or subleases of business, lend money or make capital contributions or advances to or make investments in, any Person, or incur or guarantee any Indebtedness (except for (i) short-term borrowings, of not more than $500,000 in the aggregate, incurred in the ordinary course of business consistent with past practice and (ii) advances to employees and consultants for travel and other business-related expenses in the ordinary course of business, of not more than $150,000 in the aggregate (excluding expenses incurred in connection with the Company’s obligations under Section 6.14(d) and other expenses incurred in connection with the Transactions); (xi) amend or modify in any material respect, waive any rights under, terminate, replace or release, settle or compromise any material claim, liability or obligation under any Material Contract or enter into any Contract which if entered into prior to the date hereof would have been a Material Contract, excluding any non-exclusive license agreements of immaterial Intellectual Property Rights entered into real property in the ordinary course of business; (xiixiii) acquire from any third-party any (A) business or assets (other than purchases of raw materials and supplies in the ordinary course of business), or (B) equity interests of any Person, in each case of clauses (A) and (B), including by merger, consolidation or acquisition of stock or assets; (xiv) (A) make, change or revoke any material Tax electionelection in a manner materially inconsistent with past practice, (B) settle or compromise or consent to any material Tax liability, or any audit, examination or other Legal Proceeding in respect of a material amount of Taxes, (C) surrender any claim for a refund of a material amount of Taxes, (D) adopt or change any annual Tax accounting period or material method of Tax accounting, (EC) file any amended material amendment with respect to any material Tax Return, (FD) settle or compromise any material claim, notice, audit, investigation, assessment or other proceeding with respect to material Taxes, (E) enter into a “any material Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement (in each case, other than an agreement entered into in the ordinary course of business and the principal purpose of which is not Tax), (F) execute any closing agreement” within the meaning agreement relating to any material amount of Section 7121 of the Code (or any analogous or similar provision of any state, local or foreign Legal Requirement)Tax, (G) alter affirmatively surrender or compromise any intercompany arrangement or agreement or the ownership structure among or between any Acquired Companies or effect any other tax planning transaction, in each case, if such action would reasonably be expected right to result in claim a material increase in the Tax liability of any of the Acquired Companies, refund or (H) request consent to any extension or waiver of the statute of limitations period with respect to the assessment or examination of any material Tax (other than an extension in the ordinary course or as a result of the extension of the due date for filing any Tax ruling from any Governmental BodyReturn); (xiiixv) commence any Legal Proceeding, except with respect toother than: (A) routine matters in such cases where the ordinary course Company reasonably determines in good faith that the failure to commence suit would result in a material impairment of businessa valuable aspect of its business (provided that the Company consults with Parent and considers the views and comments of Parent with respect to such Legal Proceedings prior to commencement thereof); or (B) subject to any limitations set forth in other provisions of this Agreement, in connection with a breach of this Agreement or any other agreements contemplated hereby; (xivxvi) settle, release, waive or compromise any Legal Proceeding or other claim (or threatened Legal Proceeding or other claim), other than (A) any Legal Proceeding relating to a breach of this Agreement or pursuant to any other agreements contemplated hereby, (B) a settlement that does not relate to any of the Transactions and (A) that results solely in a monetary obligation or compromise involving only the payment of monies by the Acquired Companies (net of recoveries under insurance policies or indemnity obligations) of not more than $250,000 500,000 individually or $1,000,000 in the aggregate; (B) that results solely in a monetary obligation that is funded by an indemnity obligation to, or an insurance policy of, any Acquired Company and the payment of monies by the Acquired Companies that together with any settlement made under subsection “(A)” are not more than $250,000 in the aggregate (not funded by an indemnity obligation or through insurance policies); or (C) any settlement or compromise that results in no monetary obligation of any Acquired Company or the Acquired Companies’ Company’s receipt of payment; provided that (x) the no such settlement of any Legal Proceeding or claim brought by the stockholders of the Company against the Company and/or any of its directors relating to the Transactions or any breach of this Agreement or any other agreements contemplated hereby shall be subject to Section 2.7 or Section 6.6, as applicable, and (y) this Section 5.2(b)(xiv) shall not permit the Company to settle, release, waive or compromise shall involve any Legal Proceeding injunctive or claim that (I) provides for the grant to any third party of a license equitable relief, or other grant of rights to (or covenant not to xxx with respect to) any Intellectual Property Rights or the splitting of any revenues in respect of any Product or (II) would impose any material restrictions or changes on the business or operations ofAcquired Companies, or the admission of wrongdoing by, any Acquired Companytaken as a whole; (xvxvii) (A) modify, extend, terminate, negotiate or enter intointo any Labor Agreement or recognize or certify any labor union, amend labor organization, works council, or terminate group of employees as the bargaining representative for any collective bargaining agreement employees of the Acquired Companies, (B) implement or announce any employee layoffs, plant closings, reductions in force, furloughs, or other agreement with actions that could require advance notice under WARN, or (C) affirmatively waive any labor organization (except to the extent required by applicable Legal Requirements)restrictive covenant obligation of any current or former employee or independent contractor; (xvixviii) adopt or implement any stockholder rights plan or similar arrangement; (xviixix) make any material changes in financial accounting methods, principles or practices materially affecting the consolidated assets, liabilities or results of operations of the Acquired Companies, except insofar as may be required (A) by GAAP (or any interpretation thereof), (B) by any applicable Legal Requirement, including Regulation S-X under the Securities Act, or (C) by any Governmental Body (including the Financial Accounting Standards Board or any similar organization); (xx) adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any of the Acquired CompaniesCompanies (other than a dormant Subsidiary of the Company in the ordinary course of business); (xviiixxi) make commence operations or activities in any material change new jurisdiction which requires any Acquired Company or any Affiliate thereof or any officers, directors or employees thereof to submit applications and obtain licenses pursuant to Gaming Laws, or otherwise enter into any new line of business that is not related to, and is not an extension of, the Business; (xxii) maintain insurance at less than current levels or otherwise in financial accounting policiesa manner inconsistent with past practice; (xxiii) engage in any transaction with, practicesor enter into any agreement, principlesarrangement or understanding with, methods any Affiliate of the Company or procedures, other than as required Person covered by GAAP or item 404 of Regulation S-X K promulgated under the Exchange Act or other applicable rules and regulations of by the SEC or applicable Legal Requirements; (xix) commence any clinical trial in respect of any Product; (xx) qualify any new site for manufacturing of any Productthat would be required to be disclosed pursuant to Item 404; or (xxixxiv) authorize any of, or agree or commit to take, take any of the actions described in Section 5.2(b)(iclauses (i) through (xxiii) of this Section 5.2(b)(xx4.2(b). Nothing contained herein is intended to give to Parent or PurchaserWithout limiting the foregoing, directly or indirectly, rights to control or direct the operations of the Acquired Companies prior to the Effective Time and nothing contained in this Agreement is intended to give the Acquired Companies, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations. Prior to the Effective Time, each of Parent and the Company shall exercise, consistent and in accordance with the terms and conditions hereof, complete control and supervision of its and its Subsidiaries’ respective operations.

Operation of the Acquired Companies’ Business. (a) During the Pre-Closing Period: (i) except (A) as required or expressly contemplated under this Agreement or as required by applicable Legal Requirements, (B) with the written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned or (C) as set forth in Part 5.2 of the Company Disclosure Schedule, the Company shall ensure that each Acquired Company conducts in all material respects its business and operations in the ordinary course and (ii) the Company shall promptly notify Parent of (A) any knowledge of the receipt of any notice from any Person alleging that the Consent of such Person is or may be required in connection with any of the Transactions and (B) any Legal Proceeding commenced, or, to its knowledge threatened, relating to or involving any Acquired Company that relates to any of the Transactions. The Company shall, acting in the ordinary course of business, use commercially reasonable efforts to preserve intact the material components of the Acquired Companies’ current business organization, including keeping available the services of current officers and key employees, and use commercially reasonable efforts to maintain their respective relations and good will with all material suppliers, material customers, Governmental Bodies and other material business relations; provided, however, that the Acquired Company shall be under no obligation to put in place any new retention programs or include additional personnel in existing retention programs. (b) During the Pre-Closing Period, except (ix) as specifically required or expressly contemplated under permitted by this Agreement or as required by applicable Legal RequirementsRequirements or Orders, (iiy) with the written consent of Parent, Parent (which consent shall not be unreasonably withheld, delayed or conditioned or delayed), or (iiiz) as set forth in Part Section 5.2 of the Company Disclosure ScheduleLetter: (a) the Company shall, and shall cause each other Acquired Company to, use its reasonable best efforts to conduct its business in all material respects in the ordinary course consistent with past practice and, to the extent consistent therewith, the Company shall, and shall cause each other Acquired Company to, use its reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, to keep available the services of its and its Subsidiaries’ current officers and key employees, to maintain satisfactory business relationships with customers, suppliers, distributors, licensors, licensees, and other Persons having material business dealings with it; and (b) without limiting the generality of clause (a) of this Section 5.2, the Company shall ensure that each not, and shall cause the other Acquired Company shall notCompanies not to: (i) (A) establish a record date for, declare, accrue, set aside or pay any dividend dividend, or make any other distribution (whether in cash, stock, property or otherwise), in respect of any shares of its the Company’s capital stock (including the Company Common StockShares), except for dividends or other distributions by a direct or indirect wholly owned Subsidiary of the Company to its parent (but excluding any such dividends or other distributions not in the ordinary course of business to the extent such dividend or distribution would reasonably be expected to result in a material increase in the Tax liability of any of the Acquired Companies) or (B) repurchase, redeem or otherwise reacquire any of its shares of the Company’s capital stock (including any Company Common Stockthe Shares), or any rights, warrants or options to acquire any shares of its the Company’s capital stock, other than: than (1I) repurchases or reacquisitions in the ordinary course of business, and at fair market value of shares of Company Common Stock outstanding as of the date hereof Shares pursuant to the Company’s right (under written commitments in effect as of the date hereof that have been made available to Parenthereof) to purchase or reacquire shares of Company Common Stock Shares held by a Company Associate only upon termination of such Company Associate’s employment or engagement by the Company; , (2II) repurchases of Shares issued upon the exercise or vesting acquisitions of Company Stock Equity Awards outstanding on in connection with the date hereof (forfeiture thereof in cancellation thereof) pursuant to accordance with the terms of any such the applicable award agreement or the Company Stock Award Equity Plans (in each case, only to the extent in effect as of the date hereof) between the Company and a Company Associate only upon termination of such Person’s employment or engagement by the Company in the ordinary course of business and at fair market value; or ), (3III) in connection with the surrender, retention or withholding of Shares to satisfy the exercise price and/or or Tax obligations with respect to Company Stock Equity Awards, or (IV) as required by the Company Warrants outstanding as of the date hereof; (ii) split, combine, subdivide or reclassify any shares of its capital stock or other equity interests of any Acquired Company (including the Company Common Stock) or other equity interestsShares); (iii) sell, issue, grant, deliver, pledge, transfer, encumber or authorize the issuance, sale, delivery, pledge, transferencumber (other than pursuant to a Permitted Encumbrance), encumbrance or grant by any Acquired Company of otherwise permit to become outstanding, (A) any capital stock, other equity interest or other security of any Acquired Company, (B) any option, call, warrant, restricted securities, restricted stock unit or right to acquire any capital stock, equity interest or other security of any Acquired Company or (C) any instrument convertible into, exchangeable for or settled in any capital stock, equity interest or other voting security of any Acquired Company (except that the Company may issue Shares as required to be issued upon (I) the settlement vesting of Company RSUs outstanding as of the date of this Agreement, or upon the exercise of Company Options outstanding as of the date of this Agreement, in each case, in accordance with their respective terms Agreement or (II) the exercise of Company Warrants outstanding as of the date hereof, and except that the Company may issue Company Options with respect to not more than 10,000 Shares in the aggregate to new employees who were offered Company Options as part of offer letters that were executed prior to the date of this Agreement and made available Agreement), (B) any option, call, warrant or right to Parent prior to the date hereof)acquire any capital stock, other equity interest or other voting security of any Acquired Company, or (C) any instrument convertible into or exchangeable for any capital stock, other equity interest or other voting security of any Acquired Company; (iv) except as specifically required or permitted by Section 2.4 or any Employee Plan as in effect on the date of this Agreement, (A) establish, adopt, enter intoterminate, terminate or amend take any action to accelerate rights under any Employee Plan (or any plan, agreement, program, arrangementpolicy, practice trust, fund, or agreement other arrangement that would be an Employee Plan if it were in existence on as of the date hereof)of this Agreement, (B) amend grant to any employee, officer, director, independent contractor or waive other individual service provider of an Acquired Company any of its rights under, or accelerate the vesting, payment or lapse of restrictions under, new awards under any provision of any Company Stock Right or any of the Employee Plans (or any plan, program, arrangement, practice or agreement that would be an Employee Plan if it were in existence on the date hereof(including equity compensation awards), (C) grant enter into or amend any Company Associate change-in-control or similar agreement with any increase in compensationemployee, bonuses or severanceofficer, retention director, independent contractor, or other payments individual service provider of an Acquired Company, (D) amend (I) any employment, consulting or benefitsseverance agreement with any officer or director of an Acquired Company, (II) any employment, consulting or severance agreement with any employee of any Acquired Company whose annual base salary exceeds, or would exceed, $100,000, or (DIII) pay any consulting agreement with any individual who is an independent contractor, (E) hire or awardterminate any employee whose annual base salary would exceed $100,000, (F) forgive any loans or issue any loans to any director, officer, employee, independent contractor or other individual service provider of an Acquired Company, (G) increase the compensation or benefits (including equity based benefits) to any employee, officer, director, independent contractor or other individual service provider of any Acquired Company whose annual base salary exceeds $100,000 after such increase, or commit (H) waive or modify any restrictive covenant applicable to pay an employee of and in favor of the Acquired Company; provided, however, that the Acquired Companies may (I) amend any Employee Plan (or awardany agreement described in the foregoing clause (D)) to the extent required by applicable Legal Requirements or Orders, any bonuses and (II) make annual or incentive compensationquarterly bonus payments to employees as specifically permitted by the Company’s bonus plans and consistent with past practice, in each case upon advance written notice to Parent; (v) (A) enter into (1) any change-of-control agreement with any Company Associate or (2) any retention agreement with any Company Associateamend, (B) enter into any employment, severance or other agreement with any Company Associate, (C) hire any employee or independent contractor with total annual compensation in excess of $150,000, or (D) terminate the employment or service of any employee or independent contractor with total annual compensation in excess of $150,000, other than for cause; (vi) propose to amend or permit the adoption of any amendment to its certificate of incorporation or bylaws (or other charter or comparable organizational documents); (viivi) form any Subsidiary, acquire any equity interest in any other Entity or enter into any joint venture, partnership, limited liability corporation partnership or similar profit sharing arrangement; (vii) make any capital expenditure, other than (A) capital expenditures that are provided for in the capital expenditure budget of the Acquired Companies set forth on Section 5.2(b)(vii) of the Company Disclosure Letter, and (B) other capital expenditures (not provided for in such capital expenditure budget) that do not exceed $150,000 in the aggregate; (viii) make authorize or authorize enter into any capital expenditure agreements providing for the acquisition of, in a single transaction or a series of related transactions (except that the Acquired Companies may make any capital expenditure that: (A) is provided for whether by merging or consolidating with, by purchasing a substantial equity interest in the Company’s capital expense budget either delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement, which expenditures shall be in accordance with the categories set forth in such budget; or (B) when added to all other capital expenditures made on behalf a substantial portion of the assets of, or by any other means), any business or Entity or division thereof (other than any Acquired Companies since the date of this Agreement but not provided for in the Company’s capital expense budget either delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement, does not exceed $250,000 individually and $500,000 in the aggregate); (ix) acquirelease (as lessor), leaselicense (as licensor), licensesublicense (as sublicensor), sublicensesell, pledgedivest, sell or otherwise dispose of, divest or spin-off, abandon, waive, relinquish or relinquish, permit to lapse (other than any patent Intellectual Property Right expiring at the end of its statutory term), transfer, assign, guarantee, exchange or swap, mortgage assign or otherwise encumber (including pursuant to a sale-leaseback transaction dispose of, or securitization) pledge or subject to create any Encumbrance (other than Permitted Encumbrances) on, any material right or other material asset or property of the Acquired Companies (except, in the case of any of the foregoing each case, (A) purchases in the ordinary course of raw materials business consistent with past practice (including entering into clinical trial agreements and other supplies material transfer agreements in the ordinary course of business consistent with past practice), (B) entering into non-exclusive license agreements of immaterial Intellectual Property Rights in the ordinary course of business, (C) pursuant to dispositions of obsolete, surplus or worn out assets that are no longer useful in the conduct of the business of the Acquired Companies and Companies, or (DC) capital expenditures permitted by Section 5.2(b)(viii)transactions between or among the Acquired Companies); (x) except for loans and capital contributions solely between or among the Company and/or any of its wholly owned Subsidiaries in the ordinary course of business, lend money or make capital contributions or advances to to, or make investments in, any PersonPerson in excess of $250,000, or incur or guarantee any Indebtedness (except for (iA) shortimmaterial advances to (I) employees or consultants for travel or other business-term borrowings, of not more than $500,000 in the aggregate, incurred related expenses in the ordinary course of business consistent with past practice and in compliance with the Acquired Companies’ policies related thereto, or (iiII) directors or officers in accordance with any Acquired Company’s advancement obligations to such Persons in effect as of the date hereof, (B) loans, capital contributions or advances to, or investments in, any Acquired Company; (xi) repurchase, prepay, or incur any Indebtedness or guarantee any such Indebtedness of another Person, issue or sell any debt securities or options, warrants, calls, or other rights to employees and consultants for travel and acquire any debt securities of any Acquired Company, guarantee any debt securities of another Person, or enter into any arrangement having the economic effect of any of the foregoing, other business-related expenses in the ordinary course of business, of not more than $150,000 in the aggregate (excluding expenses incurred in connection with the Company’s obligations under Section 6.14(d) and other expenses incurred in connection with the Transactions)financing of ordinary course trade payables; (xixii) (A) amend or modify in any material respect, waive or voluntarily terminate or consent to the non-required termination of, any rights under, terminate, replace or release, settle or compromise any material claim, liability or obligation under any Material Specified Contract or Lease for the Leased Real Property, (B) enter into any Contract which that, if entered into prior to the date hereof hereof, would have been a Material Specified Contract, excluding (C) enter into any lease for real property, or (D) enter into any Contract that contains terms that purport to be binding on Parent and its Affiliates (other than an Acquired Company) after giving effect to the Merger and restrict their ability to (x) to compete in any business or with any Person or in any geographic area (including any non-exclusive license agreements of immaterial Intellectual Property Rights entered into in the ordinary course of businesscompete provisions) or (y) purchase or sell products or services from or to any Person; (xiixiii) implement or adopt any material change in its financial accounting principles, practices or methods, other than as may be required by GAAP or applicable Legal Requirements; (xiv) except as required by applicable Legal Requirements or Orders, (A) make, make any change to any accounting method or revoke accounting period used for Tax purposes that has a material effect on Taxes; (B) rescind or change any material Tax election; (C) file any material amended Tax Return; (D) enter into a closing agreement with any Governmental Body regarding any material Tax liability or assessment; (E) settle, (B) settle or compromise or consent to any material Tax liability, claim or any audit, examination assessment or other Legal Proceeding in respect of surrender a right to a material amount of Taxes, (C) surrender any claim for a refund of a material amount of Taxes, (D) adopt Tax refund; or change any Tax accounting period or material method of Tax accounting, (E) file any amended Tax Return, (F) enter into a “closing agreement” within waive or extend the meaning statute of Section 7121 of the Code (or any analogous or similar provision of any state, local or foreign Legal Requirement), (G) alter any intercompany arrangement or agreement or the ownership structure among or between any Acquired Companies or effect any other tax planning transaction, in each case, if such action would reasonably be expected to result in a material increase in the Tax liability of any of the Acquired Companies, or (H) request any Tax ruling from any Governmental Body; (xiii) commence any Legal Proceeding, except limitations with respect to: to any material Tax or material Tax Return (A) routine matters other than any such extension that arises solely as a result of an extension of time to file a Tax Return obtained in the ordinary course of business; or (B) in connection with a breach of this Agreement or any other agreements contemplated hereby); (xivxv) settle, release, waive or compromise any Legal Proceeding or other claim (or threatened Legal Proceeding or other claim)) in which an Acquired Company is the defendant, other than any Legal Proceeding relating to a breach of this Agreement settlement or pursuant to a settlement compromise that does not relate to any of the Transactions and (A) that results solely in a monetary obligation obligations involving only the payment of monies by the Acquired Companies of not more than $250,000 100,000 in the aggregate; aggregate (excluding any portion of such payment that is actually paid by an insurance policy of any Acquired Company), (B) that results solely in a monetary obligation that is funded by an indemnity obligation to, or an insurance policy of, any Acquired Company and obligations involving the payment of monies by the Acquired Companies that together with any settlement made under subsection “(A)” are of not more than $250,000 the amount specifically reserved with respect to such Legal Proceeding or claim in the aggregate (not funded by an indemnity obligation or through insurance policies); financial statements included in the Company SEC Documents filed prior to the date of this Agreement, or (C) that results in no monetary or other material non-monetary obligation of any Acquired Company Company, in each case ((A), (B) and (C)), only so long as such settlement or compromise (I) does not impose any restriction on the business the Acquired Companies’ receipt , (II) does not relate to any litigation by any of paymentthe Company’s stockholders in connection with this Agreement or the Merger, (III) does not include an admission of liability or fault on the part of an Acquired Company and (IV) does not provide for the grant to any third party of a license or other grant of rights to any material Intellectual Property Rights; provided that (x) the settlement settlement, release, waiver or compromise of any Legal Proceeding or claim brought by the stockholders of the Company against the Company and/or any of or its directors or officers relating to the Transactions or any breach (including demands for appraisal of this Agreement or any other agreements contemplated hereby Shares pursuant to Section 262 of the DGCL) shall be subject to Section 2.7 2.3 or Section 6.66.4, as applicable, and (y) this Section 5.2(b)(xiv) shall not permit the Company to settle, release, waive or compromise any Legal Proceeding or claim that (I) provides for the grant to any third party of a license or other grant of rights to (or covenant not to xxx with respect to) any Intellectual Property Rights or the splitting of any revenues in respect of any Product or (II) would impose any restrictions or changes on the business or operations of, or the admission of wrongdoing by, any Acquired Company; (xvxvi) enter into, amend or terminate into any collective bargaining agreement or other agreement with any labor organization (except to the extent required by applicable Legal RequirementsRequirements or Orders); (xvixvii) enter into any agreement, understanding or arrangement with respect to the voting of shares of an Acquired Company; (xviii) adopt or implement any stockholder rights plan or similar arrangement; (xviixix) adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any of the Acquired Companies; (xviiixx) make terminate or modify in any material change in financial accounting policiesrespect, practicesor fail to exercise renewals rights with respect to, principles, methods or procedures, other than as required by GAAP or Regulation S-X promulgated under the Exchange Act or other applicable rules and regulations of the SEC or applicable Legal Requirements; (xix) commence any clinical trial in respect of any Product; (xx) qualify any new site for manufacturing of any Productmaterial insurance policy; or (xxi) authorize any of, or agree or commit to taketake any of, any of the actions described in this Section 5.2(b)(i) through Section 5.2(b)(xx5.2(b). Nothing Subject to this Section 5.2, nothing contained herein is intended to shall give to Parent or Purchaser, directly or indirectly, Merger Sub rights to control or direct the ordinary course, day-to-day operations of the Acquired Companies prior to the Effective Time and nothing contained in this Agreement is intended to give the Acquired Companies, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operationsTime. Prior to the Effective Time, each of Parent and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its and its Subsidiaries’ respective operations. Notwithstanding anything to the contrary set forth in this Agreement, no consent of Parent or Merger Sub shall be required with respect to any matter set forth in this Section 5.2 or elsewhere in this Agreement to the extent that the requirement of such consent would reasonably be expected to violate any applicable Legal Requirement.

Operation of the Acquired Companies’ Business. (a) During the Pre-Closing Period: (i) except (A) as required or expressly contemplated under this Agreement or as required by applicable Legal Requirements, (B) with the written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned or (C) as set forth in Part 5.2 of the Company Disclosure Schedule, the Company shall ensure that each Acquired Company conducts in all material respects its business and operations in the ordinary course and (ii) the Company shall promptly notify Parent of (A) any knowledge of the receipt of any notice from any Person alleging that the Consent of such Person is or may be required in connection with any of the Transactions and (B) any Legal Proceeding commenced, or, to its knowledge threatened, relating to or involving any Acquired Company that relates to any of the Transactions. The Company shall, acting in the ordinary course of business, use commercially reasonable efforts to preserve intact the material components of the Acquired Companies’ current business organization, including keeping available the services of current officers and key employees, and use commercially reasonable efforts to maintain their respective relations and good will with all material suppliers, material customers, Governmental Bodies and other material business relations; provided, however, that the Acquired Company shall be under no obligation to put in place any new retention programs or include additional personnel in existing retention programs. (b) During the Pre-Closing Period, except (ix) as expressly required or expressly contemplated under by this Agreement or as required by any applicable Legal Requirements, Requirement; (iiy) with the written consent of Parent, which consent shall Parent (not to be unreasonably withheld, delayed or conditioned or delayed) when not in contravention of any Legal Requirement as jointly determined by Parent’s counsel and the Company’s counsel; or (iiiz) as set forth in Part 5.2 Section 4.2 of the Company Disclosure Schedule, : (a) the Company shall, and shall ensure that cause each Acquired Company to, (i) conduct its business in the ordinary course consistent with past practice and (ii) use commercially reasonable efforts to preserve intact its material assets, properties, Contracts, licenses and business organization and its relationship with key Company Associates and to preserve satisfactory business relationships with Governmental Bodies (including Gaming Authorities); and (b) the Acquired Companies shall not: (i) (A) establish a record date for, declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock (including the Company Common StockShares), except for dividends or other distributions by a direct or indirect wholly owned Subsidiary as set forth on Section 4.2(b)(i)(A) of the Company to its parent (but excluding any such dividends or other distributions not in the ordinary course of business to the extent such dividend or distribution would reasonably be expected to result in a material increase in the Tax liability of any of the Acquired Companies) Disclosure Schedule; or (B) repurchase, redeem or otherwise reacquire any of its shares of capital stock (including any Company Common Stock)the Shares, or any rights, warrants or options to acquire any shares of its capital stockthe Shares, other than: (1) repurchases or reacquisitions in the ordinary course of business, and at fair market value of shares of Company Common Stock outstanding as of the date hereof pursuant to the Company’s right (under written commitments in effect as of the date hereof that have been made available to Parent) to purchase or reacquire shares of Company Common Stock held by a Company Associate only upon termination of such Company Associate’s employment or engagement by the Company; (2) repurchases of Shares issued upon the exercise or vesting of Company Stock Awards outstanding on the date hereof (in cancellation thereof) pursuant to the terms of any such Company Stock Award (in effect as of the date hereof) between the Company and a Company Associate only upon termination of such Person’s employment or engagement by the Company in the ordinary course of business and at fair market value; or (3) than in connection with withholding of Shares to satisfy the exercise price and/or Tax obligations with respect to Company Stock AwardsOptions pursuant to the terms of written commitments in effect as of the date hereof; (ii) split, combine, subdivide or reclassify any shares of its capital stock (including the Company Common Stock) Shares or other equity interests; (iii) sell, issue, grant, deliver, pledge, transfer, encumber or authorize the sale, issuance, salegrant, delivery, pledge, transfer, transfer or encumbrance or grant by any Acquired Company of (A) any capital stock, equity interest or other security of any Acquired Company, security; (B) any option, stock appreciation right, restricted stock, restricted stock unit, other equity-based compensation award (whether payable in cash, stock, or otherwise), call, warrant, restricted securities, restricted stock unit securities or right to acquire any capital stock, equity interest or other security of any Acquired Company security; or (C) any instrument convertible into, into or exchangeable for or settled in any capital stock, equity interest or other security of any Acquired Company (except that the Company may issue Shares as required to be issued upon the settlement of RSUs outstanding as of the date of this Agreement, or upon the exercise of Company Options outstanding as of the date of this Agreement, Agreement pursuant to the terms of written commitments in each case, in accordance with their respective terms effect as of the date hereofhereof that have been delivered or made available to Parent); (iv) except as contemplated by Section 1.7 and Section 5.4, and except that the Company may issue Company Options with respect to not more than 10,000 Shares or as required by any Legal Requirement or under any Employee Plan as in the aggregate to new employees who were offered Company Options as part of offer letters that were executed prior to effect on the date of this Agreement and made available to Parent prior to disclosed on Section 2.16 of the date hereof); (iv) Company Disclosure Schedule, (A) establish, adopt, enter into, terminate or materially amend any Employee Plan (or any plan, program, arrangement, practice arrangement or agreement that would be an Employee Plan if it were in existence on the date hereof), (B) amend or waive any of its material rights under, or accelerate the vesting, payment or lapse of restrictions vesting under, any provision of any the Company Stock Right Equity Plan or any Contracts evidencing Company Equity Awards, (C) accelerate the vesting, payment or funding of the any compensation or benefits under any Employee Plans Plan (or any plan, program, arrangement, practice arrangement or agreement that would be an Employee Plan if it were in existence on the date hereof), (CD) grant or pay any Company Associate any increase in compensation, bonuses bonus or severance, retention or other payments or benefitsbenefits (other than salary increases paid in the ordinary course of business consistent with past practice), (E) promote or change the title of any of its employees (retroactively or otherwise); (F) hire or make an offer to hire any new employee or consultant (other than in the ordinary course of business where the consultant or new hire would not receive a total annual compensation that exceeds $200,000); or (DG) grant any new right to severance or termination pay or award, or commit to pay or award, any bonuses or incentive compensationCompany Associate; (v) (A) enter into (1) effectuate any change-of-control agreement with any Company Associate or (2) any retention agreement with any Company Associate“mass layoff”, (B) enter into any employment, severance “plant closing” or other agreement with any Company Associate, (C) hire any employee or independent contractor with total annual compensation in excess of $150,000, or (D) terminate the employment or service of any employee or independent contractor with total annual compensation in excess of $150,000, other than for causeaction that would trigger WARN; (vi) terminate, allow to lapse or expire, suspend, modify or otherwise take any step to limit the effectiveness or validity of, or fail to maintain as valid and in full force and effect, any applicable Governmental Authorization (including any Gaming Approval); (vii) amend or permit the adoption of any amendment to its certificate of incorporation charter or bylaws or other charter or organizational documents; (viiviii) form any Subsidiary, acquire any equity interest in any other Entity or enter into any joint venture, partnership, limited liability corporation partnership or similar arrangement; (viiiix) make or authorize any capital expenditure (except that the Acquired Companies may make any capital expenditure that: (A) is provided for expenditures that do not exceed, in the aggregate, the amounts set forth in the Company’s approved capital expense budget either delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement, which expenditures shall be in accordance with the categories set forth in such budget; or (BSection 4.2(b)(ix) when added to all other capital expenditures made on behalf of the Acquired Companies since the date of this Agreement but not provided for in the Company’s capital expense budget either delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement, does not exceed $250,000 individually and $500,000 in the aggregateCompany Disclosure Schedule); (ixx) acquire, lease, license, sublicense, pledge, sell or otherwise dispose of, divest or spin-off, abandon, waive, covenant not to assert, relinquish or permit to lapse (other than any patent Patent expiring at the end of its statutory term), transfer, assign, guarantee, exchange or swap, mortgage or otherwise encumber (including pursuant to a sale-leaseback transaction or securitization) or subject to any Encumbrance (other than Permitted Encumbrances) any material right or other material asset or property (except, in the case of any of the foregoing (A) purchases of raw materials and or Leased Real Property other supplies in the ordinary course of business consistent with past practice, (B) entering into non-exclusive license agreements of immaterial Intellectual Property Rights than in the ordinary course of business, (C) pursuant to dispositions of obsolete, surplus or worn out assets that are no longer useful in the conduct of the business of the Acquired Companies and (D) capital expenditures permitted by Section 5.2(b)(viii)); (xxi) except for loans and capital contributions solely between or among the Company and/or any of its wholly owned Subsidiaries in the ordinary course of business, lend money or make capital contributions or advances to or make investments in, any Person, or incur or guarantee any Indebtedness Person other than a Subsidiary (except for (i) short-term borrowings, of not more than $500,000 in the aggregate, incurred advances to employees and consultants for travel and other business related expenses in the ordinary course of business consistent with past practice and in compliance with the Company’s policies related thereto); (iixii) advances to employees and consultants for travel and other business-related expenses except as required by applicable Legal Requirements or in the ordinary course of businessbusiness consistent with past practice, (A) make any material change to any accounting method or accounting period used for Tax purposes; (B) make, rescind or change any material Tax election; (C) file a material amended Tax Return; (D) enter into a closing agreement with any Governmental Body regarding any Tax liability or assessment; (E) settle, compromise or consent to any material Tax claim or assessment or surrender a right to a material Tax refund; (F) waive or extend the statute of not more than $150,000 in limitations with respect to any material Tax or material Tax Return; or (G) take any action, or cause or otherwise permit any other Persons to take any action, which would materially increase Parent’s or any of its Affiliates’ (which following the aggregate (excluding expenses incurred in connection with Closing shall include the Company’s obligations under Section 6.14(dAcquired Companies) and other expenses incurred in connection with the Transactions)liability for Taxes; (xixiii) (A) amend or modify in any material respect, or waive any material rights under, under or voluntarily terminate, replace or release, settle or compromise any material claim, liability or obligation under any Material Contract or Contract; (B) enter into any Contract which if entered into prior to the date hereof would have been a Material Contract, excluding ; or (C) amend or modify any non-exclusive license agreements of immaterial Intellectual Property Rights Contract such that if entered into in prior to the ordinary course of businessdate hereof such Contract as amended or modified would have been a Material Contract; (xii) (A) make, change or revoke any material Tax election, (B) settle or compromise or consent to any material Tax liability, or any audit, examination or other Legal Proceeding in respect of a material amount of Taxes, (C) surrender any claim for a refund of a material amount of Taxes, (D) adopt or change any Tax accounting period or material method of Tax accounting, (E) file any amended Tax Return, (F) enter into a “closing agreement” within the meaning of Section 7121 of the Code (or any analogous or similar provision of any state, local or foreign Legal Requirement), (G) alter any intercompany arrangement or agreement or the ownership structure among or between any Acquired Companies or effect any other tax planning transaction, in each case, if such action would reasonably be expected to result in a material increase in the Tax liability of any of the Acquired Companies, or (H) request any Tax ruling from any Governmental Body; (xiii) commence any Legal Proceeding, except with respect to: (A) routine matters in the ordinary course of business; or (B) in connection with a breach of this Agreement or any other agreements contemplated hereby; (xiv1) settle, release, waive or compromise any Legal Proceeding or other claim (or threatened Legal Proceeding or other claim), other than any Legal Proceeding relating to a breach of this Agreement settlement, release, waiver or pursuant to a settlement compromise that does not relate to any of the Transactions and (A) that results solely in a monetary obligation obligations involving only the payment of monies by the Acquired Companies of not more than $250,000 100,000 in the aggregate; aggregate (B) excluding monetary obligations that results solely in a monetary obligation that is are funded by an indemnity obligation to, or an insurance policy of, any Acquired Company and the payment of monies by the Acquired Companies that together with any settlement made under subsection “(A)” are not more than $250,000 in the aggregate (not funded by an indemnity obligation or through insurance policiesCompanies); or (CB) that results in no monetary or other material non-monetary obligation of any Acquired Company or the Acquired Companies’ receipt of paymentCompany; provided provided, however, that (x) the settlement settlement, release, waiver or compromise of any Legal Proceeding or claim brought by the stockholders of the Company against the Company and/or any of its directors relating to the Transactions or any a breach of this Agreement or any other agreements contemplated hereby shall be subject to Section 2.7 or Section 6.6, as applicable5.6, and (y) this Section 5.2(b)(xiv) the foregoing shall not permit the Company to settle, release, waive or compromise any Legal Proceeding or claim (a) that (I) provides for the grant to any third party of a license or other grant of rights to (or covenant not to xxx with respect to) any material Intellectual Property Rights or the splitting of any revenues in respect of any Product or (IIb) that would impose any material restrictions or changes on the business or operations of, or the admission of wrongdoing by, the Company or (2) commence any Acquired Companymaterial Legal Proceeding, other than in the ordinary course of business; (xv) enter into, amend or terminate into any collective bargaining agreement or other agreement with any labor union, works council or labor organization (except to the extent required by applicable Legal Requirements); (xvi) adopt or implement any stockholder rights plan plan, “poison pill” or similar arrangement; (xvii) adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any of the Acquired Companies; (xviii) make (A) amend or modify the compensation terms or any material change in financial accounting policies, practices, principles, methods or procedures, other than as required by GAAP or Regulation S-X promulgated under the Exchange Act or other applicable rules and regulations obligations of the SEC Company contained in the engagement letter with B. Xxxxx FBR, Inc. in a manner adverse to the Company, any of its Subsidiaries or Parent, or (B) engage other financial advisors in connection with the Transactions unless, in the case of this clause (B), the Board of Directors determines in good faith, after consultation with the Company’s outside legal counsel, that failure to do so would be inconsistent with its fiduciary duties to the Company’s stockholders under applicable Legal Requirements; (xix) commence (A) incur, assume or otherwise become liable or responsible for any clinical trial Indebtedness, except for Indebtedness incurred in respect the ordinary course of business consistent with past practice to fund working capital requirements in an amount not to exceed $2,000,000 at any Producttime, (B) repay (other than in the ordinary course of business consistent with past practice), redeem or repurchase any Indebtedness or (C) cancel any material debt or claim owed to the Company or any of its Subsidiaries; (xx) qualify enter into any new site for manufacturing Contract or transaction between the Company or any of its Subsidiaries, on the one hand, and any ProductAffiliate of the Company or any of its Subsidiaries on the other hand, other than (A) in the ordinary course of business consistent with past practice and on terms no less favorable to the Company or its Subsidiary, as applicable, than the terms governing such transactions with third parties or (B) any Contract or transaction with Parent or any of its Affiliates; or (C) any Contract with the Company’s directors or executive officers permitted by clauses (i), (iii) and (iv) of this Section 4.2(b); or (xxi) authorize any of, or agree or commit to take, any of the actions described in Section 5.2(b)(ithe foregoing clauses (i) through (xx) of this Section 5.2(b)(xx4.2(b). Nothing Notwithstanding the foregoing, nothing contained herein is intended to shall give to Parent or PurchaserMerger Sub, directly or indirectly, rights to control or direct the operations of the Acquired Companies prior to the Effective Time and nothing contained in this Agreement is intended to give the Acquired Companies, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operationsTime. Prior to the Effective Time, each of Parent and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its and its its, if applicable, Subsidiaries’ respective operations. Notwithstanding anything to the contrary set forth in this Agreement, no consent of Parent shall be required with respect to any matter set forth in this Section 4.2 or elsewhere in this Agreement to the extent that the requirement of such consent could, as jointly determined by Parent’s outside counsel and the Company’s outside counsel, violate any applicable Legal Requirement.

Operation of the Acquired Companies’ Business. (a) During the Pre-Closing Period: (i) , except (Ax) as expressly required or expressly contemplated permitted under this Agreement or as required by applicable Legal Requirements, (By) with the written consent Consent of Parent, Parent (which consent Consent shall not be unreasonably withheld, delayed or conditioned or delayed), or (Cz) as set forth in Part Section 5.2 of the Company Disclosure Schedule, : (a) the Company shall, and shall ensure that cause each Acquired Company conducts in all material respects to, conduct its business and operations in the ordinary course consistent with past practice and (ii) the Company shall promptly notify Parent of (A) any knowledge of the receipt of any notice from any Person alleging that the Consent of such Person is or may be required in connection with any of the Transactions and (B) any Legal Proceeding commenced, or, to use its knowledge threatened, relating to or involving any Acquired Company that relates to any of the Transactions. The Company shall, acting in the ordinary course of business, use commercially reasonable efforts to preserve intact the material components of the Acquired Companies’ current business organization, including keeping available the services of current officers and key employees, and use commercially reasonable efforts to maintain their respective relations and good will with all material suppliers, material customers, Governmental Bodies and other its material business relationsorganizations and relationships with material third parties; provided, however, that the Acquired Company shall be under no obligation to put in place any new retention programs or include additional personnel in existing retention programs.and (b) During without limiting the Pre-Closing Period, except (i) as required or expressly contemplated under this Agreement or as required by applicable Legal Requirements, (ii) with the written consent generality of Parent, which consent shall not be unreasonably withheld, delayed or conditioned or (iii) as set forth in Part 5.2 of the Company Disclosure ScheduleSection 5.2(a), the Company shall ensure that each not, and shall cause the other Acquired Company shall notCompanies not to: (i) (A1) establish a record date for, declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock (including the Company Common StockShares), except for dividends or other distributions by a direct or indirect wholly owned Subsidiary of the Company to its parent (but excluding any such dividends or other distributions not in the ordinary course of business to the extent such dividend or distribution would reasonably be expected to result in a material increase in the Tax liability of any of the Acquired Companies) or (B2) repurchase, redeem or otherwise reacquire any of its shares of capital stock (or ordinary shares, including any Company Common Stock)of the Shares, or any rights, warrants or options to acquire any shares of its such capital stock, ordinary shares or the Shares, other than: (1A) repurchases or reacquisitions in the ordinary course of business, and at fair market value of shares of Company Common Stock Shares outstanding as of the date hereof pursuant to the Company’s right (under written commitments in effect as of the date hereof that have been made available to Parenthereof) to purchase or reacquire shares of Company Common Stock Shares held by a Company Associate only upon termination of such Company AssociatePerson’s employment or engagement by the Company; (2B) repurchases or forfeitures of Company Options, Company RSUs or Company PSUs (or Shares issued upon the exercise or vesting of Company Stock Awards thereof) outstanding on the date hereof (in cancellation thereof) pursuant to the terms of any such Company Stock Award Option, Company RSU or Company PSU (as in effect as of the date hereof) between the Company and a Company Associate only upon termination or member of such Person’s employment or engagement by the Company in the ordinary course Board of business and at fair market valueDirectors; or (3C) in connection with withholding to satisfy the exercise price and/or Tax obligations with respect to Company Stock AwardsOptions, Company RSUs or Company PSUs pursuant to the terms thereof (as in effect as of the date hereof); or (D) between the Company and a wholly owned Acquired Company or between wholly owned Acquired Companies; (ii) split, combine, subdivide or reclassify any shares of its capital stock (including the Company Common Stock) Shares or other equity interests; (iii) sell, issue, grant, deliver, pledge, transfer, encumber or authorize the sale, issuance, salegrant, delivery, pledge, transfer, transfer or encumbrance or grant by any Acquired Company of (A) any capital stock, equity interest or other security of any Acquired Companysecurity, (B) any option, call, warrant, restricted securities, restricted stock unit securities or right to acquire any capital stock, equity interest or other security of any Acquired Company security, or (C) any instrument convertible into, into or exchangeable for or settled in any capital stock, equity interest or other security of any Acquired Company (except that the Company may issue Shares shares of capital stock as required to be issued upon the settlement exercise of Company Options, Company RSUs or Company PSUs outstanding as of the date of this AgreementAgreement pursuant to the terms thereof (as in effect as of the date hereof), or upon issuable to participants in the exercise of Company Options outstanding ESPP in accordance with the terms thereof); (iv) except as of contemplated by Section 2.8 or as required under any Employee Plan as in effect on the date of this Agreement, in each case, in accordance with their respective terms as of the date hereof, and except that the Company may issue Company Options with respect to not more than 10,000 Shares in the aggregate to new employees who were offered Company Options as part of offer letters that were executed prior to the date of this Agreement and made available to Parent prior to the date hereof); (iv) (A) establish, adopt, enter into, terminate or amend any Employee Plan (or any award thereunder, or any plan, program, arrangement, practice arrangement or agreement that would be an Employee Plan if it were in existence on the date hereof), (B) or amend or waive any of its material rights under, or accelerate the vesting, payment or lapse of restrictions vesting under, any provision of any Company Stock Right or any of the Employee Plans (or any plan, program, arrangement, practice arrangement or agreement that would be an Employee Plan if it were in existence on the date hereof), (C) or grant any Company Associate current or former employee, director or other service provider any loan, forgiveness of loan, increase in compensation, bonuses or severance, retention or other payments or benefits, including, but not limited to, modification in any manner of performance metrics or criteria applicable thereto (Dexcept that the Company: (A) pay may provide increases in salary, wages or awardbenefits to non-executive officer employees in the ordinary course of business consistent with past practice; (B) may amend any Employee Plans to the extent required by applicable Legal Requirements; and (C) may make usual and customary annual or quarterly bonus payments in the ordinary course of business consistent with past practice), except that, notwithstanding anything else to the contrary, in no event shall the Company grant any Company Options, Company RSUs, Company PSUs or commit to pay any other equity or award, any bonuses or incentive compensationequity-based compensation without the prior written consent of Parent; (v) (A) enter into (1) any change-of-control agreement with any Company Associate or (2) any retention agreement with any Company Associate, (B) enter into any employment, severance or other agreement with any Company Associate, (C) hire any employee or independent contractor with total annual compensation in excess of $150,000, or (D) terminate the employment or service of any employee or independent contractor with total annual compensation in excess of $150,000, other than for cause; (vi) amend or permit the adoption of any amendment to its certificate of incorporation or bylaws or other charter or organizational documents; (viivi) form any Subsidiary, acquire any equity interest in any other Entity or enter into any material joint venture, partnership, limited liability corporation partnership or similar arrangement; (viiivii) make or authorize any capital expenditure (except that the Acquired Companies may make any capital expenditure that: (A) is provided for in the Company’s capital expense budget either delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement, which expenditures shall be in accordance with the categories set forth in such budget; or (B) when added to all other capital expenditures made on behalf of the Acquired Companies since the date of this Agreement but not provided for in the Company’s capital expense budget either delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement, does that do not exceed $250,000 individually and or $500,000 in the aggregate); (viii) acquire (including by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership, limited liability company, joint venture, other business organization, business or assets of any other Person constituting a business or any portion of a business for consideration in excess of $500,000 in the aggregate; (ix) acquire, lease, license, sublicense, pledge, sell mortgage or otherwise dispose of, divest or spin-off, abandon, waive, relinquish or permit to lapse (other than any patent Patent expiring at the end of its statutory termterm or abandonment of any application for registration of any Intellectual Property Right in the ordinary course of business consistent with past practice), transfer, assign, guarantee, exchange transfer or swap, mortgage or otherwise encumber (including pursuant to a sale-leaseback transaction or securitization) or subject to any Encumbrance (other than Permitted Encumbrances) assign any material right or other material asset or property (except, in the case of any of the foregoing except (A) purchases of raw materials and other supplies in the ordinary course of business consistent with past practicepractice in amounts not exceeding $500,000 individually or in the aggregate, (B) entering into non-exclusive license agreements of immaterial Intellectual Property Rights in the ordinary course of business, (C) pursuant to dispositions of obsolete, surplus or worn out assets that are no longer useful in the conduct of the business of the Acquired Companies and Companies, (DC) capital expenditures permitted by clause (vii) of this Section 5.2(b)(viii)5.2(b) or (D) transactions between the Company and a wholly owned Acquired Company or between wholly owned Acquired Companies); (x) except for loans and capital contributions solely between or among the Company and/or any of its wholly owned Subsidiaries in the ordinary course of business, lend money or make capital contributions or advances to or make investments in, any Person, or incur or guarantee any Indebtedness (except for (i) short-term borrowings, of not more than $500,000 in the aggregate, incurred advances to employees and consultants for travel and other business related expenses in the ordinary course of business consistent with past practice and in compliance with the Company’s policies related thereto), other than between the Company and a wholly owned Acquired Company or between wholly owned Acquired Companies; (iixi) advances to employees and consultants for travel and enter into, amend or modify, in any material respect, waive, renew (other business-related expenses than automatic renewals in accordance with an applicable Material Contract in effect as of the date hereof), release any material rights under or voluntarily terminate any Material Contract or any Contract that would constitute a Material Contract if it had been in effect on the date of this Agreement; (xii) except as required by applicable Legal Requirements or GAAP or in the ordinary course of business, of not more than $150,000 in the aggregate (excluding expenses incurred in connection with the Company’s obligations under Section 6.14(d) and other expenses incurred in connection with the Transactions); (xi) amend or modify in any material respect, waive any rights under, terminate, replace or release, settle or compromise any material claim, liability or obligation under any Material Contract or enter into any Contract which if entered into prior to the date hereof would have been a Material Contract, excluding any non-exclusive license agreements of immaterial Intellectual Property Rights entered into in the ordinary course of business; (xii) (A) make, make any material change to any accounting method or revoke accounting period used for Tax purposes that has a material effect on Taxes; (B) rescind or change any material Tax election; (C) file a material amended Tax Return; (D) enter into a closing agreement with any Governmental Body regarding any material Tax liability or assessment; (E) settle, (B) settle or compromise or consent Consent to any material Tax liability, claim or any audit, examination assessment or other Legal Proceeding in respect of surrender a right to a material amount of Taxes, (C) surrender any claim for a refund of a material amount of Taxes, (D) adopt or change any Tax accounting period or material method of Tax accounting, (E) file any amended Tax Return, refund; (F) enter waive or extend the statute of limitations with respect to any material Tax or material Tax Return (taking into a “closing agreement” within the meaning account any extensions of Section 7121 of the Code (or any analogous or similar provision of any state, local or foreign Legal Requirementsuch due date), ; (G) alter fail to file any intercompany arrangement material Tax Returns on or agreement or the ownership structure among or between any Acquired Companies or effect any other tax planning transaction, in each case, if such action would reasonably be expected to result in a material increase in the Tax liability of any of the Acquired Companies, before its due date; or (H) request fail to pay any material Tax ruling from any Governmental Bodyas it becomes due; (xiii) commence any Legal Proceeding, except with respect to: (A) routine matters in the ordinary course of business; or (B) in connection with a breach of this Agreement or any other agreements contemplated hereby; (xiv) settle, release, waive or compromise any Legal Proceeding or other claim (or threatened Legal Proceeding or other claim)) against any Acquired Company, other than any Legal Proceeding relating to a breach of this Agreement settlement, release, waiver or pursuant to a settlement compromise that does not relate to any of the Transactions and (A) that results solely in a monetary obligation obligations involving only the payment of monies by the Acquired Companies of not more than $250,000 350,000 in the aggregate; aggregate (B) excluding monetary obligations that results solely in a monetary obligation that is are funded by an indemnity obligation to, or an insurance policy of, any Acquired Company and the payment of monies by the Acquired Companies that together with any settlement made under subsection “(A)” are not more than $250,000 in the aggregate (not funded by an indemnity obligation or through insurance policies); Companies) or (CB) that results in no monetary or other material non-monetary obligation of any Acquired Company or the Acquired Companies’ receipt of paymentCompany; provided that (x) the settlement settlement, release, waiver or compromise of any Legal Proceeding or claim brought by the stockholders shareholders of the Company against the Company and/or any of its directors relating to the Transactions or any a breach of this Agreement or any other agreements contemplated hereby shall be subject to Section 2.7 or Section 6.6, as applicable, and (y) this Section 5.2(b)(xiv) shall not permit the Company to settle, release, waive or compromise any Legal Proceeding or claim that (I) provides for the grant to any third party of a license or other grant of rights to (or covenant not to xxx with respect to) any Intellectual Property Rights or the splitting of any revenues in respect of any Product or (II) would impose any restrictions or changes on the business or operations of, or the admission of wrongdoing by, any Acquired Company; (xvxiv) enter into, amend or terminate into any collective bargaining agreement or other agreement with any labor organization (except to the extent required by applicable Legal Requirements); (xvixv) adopt or implement any stockholder shareholder rights plan or similar arrangement; (xviixvi) adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any of the Acquired Companies; (xviiixvii) make other than within the ordinary course of business consistent with past practices, hire or terminate (without cause) any material employee or contingent worker, or enter into, amend, modify or terminate any employment, severance, bonus, retention, change in financial accounting policiescontrol or similar agreement with any current or former employee or contingent worker of the Company or its Subsidiaries, practicesin each case (i) with an annual base salary and target bonuses or other incentive compensation that, principlesin aggregate, methods exceeds $350,000; (ii) where such Employee or procedurescontingent worker is or would be entitled by agreement, policy or practice to any severance payments or benefits or any bonus or accelerated vesting in connection with the transactions contemplated hereby, in each case, other than as required by GAAP pursuant to applicable Legal Requirement (other than any obligations arising under any Contract); or Regulation S-X promulgated (iii) where any such terminations would constitute an “employment loss” under the Exchange Act or other applicable rules and regulations WARN Act; (xviii) enter into any new line of the SEC or applicable Legal Requirementsbusiness; (xix) commence any clinical trial fail to maintain in respect of any Product; (xx) qualify any new site for manufacturing of any Productfull force and effect insurance policies covering the Acquired Companies and their material properties, business, assets and operations in a form and amount consistent with past practice in all material respects; or (xxixx) authorize any of, or agree or commit to take, any of the actions described in Section 5.2(b)(ithe foregoing clauses (i) through (xix) of this Section 5.2(b)(xx5.2(b). Nothing Notwithstanding the foregoing, nothing contained herein is intended to shall give to Parent or PurchaserMerger Sub, directly or indirectly, rights to control or direct the operations of the Acquired Companies prior to the Effective Time and nothing contained in this Agreement is intended to give the Acquired Companies, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operationsOffer Acceptance Time. Prior to the Effective Time, each of Parent and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its and its its, if applicable, Subsidiaries’ respective operations.