Common use of Operation of the Business of the Company Clause in Contracts

Operation of the Business of the Company. (a) From the date of this Agreement until the Closing, and other than as expressly contemplated by this Agreement, as requested in writing by the Purchaser or as determined by the board of directors of the Company, which determination would not constitute a violation of its fiduciary responsibilities, the Company will use commercially reasonable efforts to, and will use commercially reasonable efforts to cause each Company Subsidiary to, (a) conduct its business only in the ordinary course of business, and (b) preserve and protect its business organization, assets, employment relationships, and relationships with customers, strategic partners, suppliers, distributors, landlords and others doing business with it. Without limiting the generality of the foregoing and except as otherwise expressly permitted by this Agreement, the Company will use commercially reasonable efforts to not take, and will use commercially reasonable efforts to cause the Company Subsidiaries to not take, any of the actions set forth or disclosed in Section 3.10 hereof without the prior written consent of the Purchaser, which consent will not be unreasonably withheld, delayed or conditioned. (b) Without limiting the generality of the foregoing, and other than the Permitted Interim Activities, the Company will not take, and will cause the Company Subsidiaries to not take, any of the following actions without the prior written consent of the Purchaser which will not be unreasonably withheld, delayed or conditioned: (i) disburse or otherwise pay any cash or equivalent funds to any Person; (ii) enter into any Contract with any Person; and (iii) except for the issuance of Company Capital Stock upon the exercise of Options outstanding as of the date of this Agreement, issue, sell, grant, pledge or otherwise dispose of or Encumber any shares of its capital stock or other voting securities or any securities convertible, exchangeable or redeemable for, or any options, warrants or other rights to acquire, any such securities.

Operation of the Business of the Company. (a) From Between the date of this Agreement until and the ClosingClosing Date, Sellers will, and will cause the Company to: (i) Refrain from any extraordinary transactions, including, but not limited to, the making of any loans or advances to the Sellers or the Company’s employees (other than as expressly contemplated by this Agreementthe advance of expenses incurred in the Ordinary Course of Business), as requested the Company’s making or pledging to make charitable or political contributions, or the Company’s payment or commitment to pay compensation above levels in writing by the Purchaser or as determined by the board effect on August 31, 2012; (ii) Confer with Buyer concerning sales, marketing, operational matters of directors a material nature, including relations with Suppliers, and consider in good faith Buyer’s suggestions for improvement of the Company’s performance (other than suggestions that relate to pricing); (iii) Otherwise report periodically to Buyer concerning the status of the business, which determination would operations, and finances of the Company; (iv) Except in the Ordinary Course of Business, not constitute a violation of its fiduciary responsibilitiesto enter into any contract, agreement, commitment, or arrangement with any party and not amend, modify, or terminate any agreement or extend, or seek the extension of, the Company will use commercially reasonable efforts to, and will use commercially reasonable efforts term of any real property lease to cause each Company Subsidiary to, (a) conduct its business only in the ordinary course of business, and (b) preserve and protect its business organization, assets, employment relationships, and relationships with customers, strategic partners, suppliers, distributors, landlords and others doing business with it. Without limiting the generality of the foregoing and except as otherwise expressly permitted by this Agreement, which the Company will use commercially reasonable efforts to not takeis a party, and will use commercially reasonable efforts to cause the Company Subsidiaries to not take, any of the actions set forth or disclosed in Section 3.10 hereof without the prior written consent of the Purchaser, which consent will not be unreasonably withheld, delayed or conditioned. (b) Without limiting the generality of the foregoing, and other than the Permitted Interim Activities, the Company will not take, and will cause the Company Subsidiaries to not take, any of the following actions without the prior written consent of the Purchaser which will not be unreasonably withheld, delayed or conditioned: (i) disburse or otherwise pay any cash or equivalent funds to any PersonBuyer; (iiv) enter into Continue to maintain all of its usual business books, records, and insurance in accordance with its past practices and at Buyer’s request, increase the coverage of any Contract with any Person; andsuch business insurance; (iiivi) except Except for the issuance any amendment required to conform to Exhibit 2.6(a)(iii), not amend its Articles of Company Capital Stock upon the exercise of Options outstanding as of the date of this AgreementIncorporation or By-Laws; (vii) Not declare or pay any dividend (whether in cash or property) or make any other payment or distribution on or with respect to its capital stock, issueredeem, sell, grant, pledge or otherwise dispose of or Encumber acquire any shares of its capital stock or other voting securities issue any capital stock or any securities convertibleoption, exchangeable or redeemable forwarrant, or right relating thereto; (viii) Not waive any optionsright or cancel any claim except with the written consent of Buyer; (ix) Maintain its corporate existence and not merge or consolidate with any other entity; (x) Comply with all provisions of any agreement applicable to it and all applicable laws, warrants rules, and regulations; (xi) Not subject any of its assets or properties, tangible or intangible, to any lien of any kind, exclusive of liens arising as a matter of law in the ordinary course of business as to which there is no known default; (xii) Not sell, assign, or otherwise dispose of any of the Company’s assets and properties (other rights than in the ordinary course of business); (xiii) Allow, at all reasonable times and upon at least two (2) days’ prior notice, Buyer’s employees, attorneys, auditors, accountants, and other authorized representatives, full access to acquirethe facilities, properties, books, records, documents, and correspondence of the Company; (b) Between the date of this Agreement and the Closing Date, Sellers shall give Buyer prompt written notice of: (i) Commencement of any Proceeding by or against the Company or any of the Sellers or any Sellers’ obtaining knowledge of any Proceeding Threatened against any of the Sellers or the Company; (ii) The Company’s receipt of a Tax deficiency notice from any Governmental Body; and (iii) Any of the Sellers’ or the Company’s receipt of any notice of a Governmental Body’s intent to impose a lien on any property or assets of such securitiesSeller or the Company. (c) Between the date of this Agreement and the Closing Date, none of the Sellers will grant, create, or permit an Encumbrance on the Shares.

Operation of the Business of the Company. (a) From Between the date of this Agreement until and the Closing, and other than as expressly contemplated by this Agreement, as requested in writing by the Purchaser or as determined by the board of directors of the Company, which determination would not constitute a violation of its fiduciary responsibilities, the Company will use commercially reasonable efforts to, and will use commercially reasonable efforts to cause each Company Subsidiary to, (a) conduct its business only in the ordinary course of business, and (b) preserve and protect its business organization, assets, employment relationships, and relationships with customers, strategic partners, suppliers, distributors, landlords and others doing business with it. Without limiting the generality of the foregoing and except as otherwise expressly permitted by this Agreement, the Company will use commercially reasonable efforts to not take, and will use commercially reasonable efforts to cause the Company Subsidiaries to not take, any of the actions set forth or disclosed in Section 3.10 hereof without the prior written consent of the Purchaser, which consent will not be unreasonably withheld, delayed or conditioned. (b) Without limiting the generality of the foregoing, and other than the Permitted Interim Activities, the Company will not take, and will cause the Company Subsidiaries to not take, any of the following actions without the prior written consent of the Purchaser which will not be unreasonably withheld, delayed or conditionedShareholders shall: (i) disburse or otherwise pay any cash or equivalent funds to any Personconduct the business of the Company only in the Ordinary Course of Business, including, but not limited to, making all payments and collections in accordance with past practice; (ii) enter into preserve intact the Company’s current business organization, keep available the services of its officers, employees and agents, and maintain its relations and goodwill with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (iii) report periodically to Buyer concerning the status of its business, operations and finances; (iv) make no material changes in operations, management personnel, or otherwise in the business of the Company without prior consultation with Buyer; (v) maintain the Tangible Personal Property in good repair and condition, ordinary wear and tear excepted, and in such state that complies with all applicable Laws and is consistent with the requirements and normal conduct of the Company’s business; (vi) keep in full force and effect, and otherwise maintain and protect all Company Intellectual Property; (vii) keep in full force and effect, without amendment, all material rights relating to the Company’s business; (viii) comply with all applicable Laws and contractual obligations applicable to the operations of the Company’s business; (ix) continue in full force and effect the Company’s insurance policies; (x) except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify or terminate any Contract Employee Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any PersonEmployee Plan without the express written consent of Buyer, provided that the Company shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Date; (xi) cooperate with Buyer and assist Buyer in identifying the Permits by Buyer to operate the business from and after the Closing Date and either transferring existing Permits of the Company to Buyer, where permissible, or obtaining new Permits for Buyer; (xii) upon request from time to time, execute and deliver all documents, make all truthful oaths, testify in any proceedings and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the contemplated transactions, all without further consideration; and (iiixiii) except for the issuance of Company Capital Stock upon the exercise of Options outstanding as maintain all books and records of the date Company relating to the Company’s business in the Ordinary Course of this Agreement, issue, sell, grant, pledge or otherwise dispose of or Encumber any shares of its capital stock or other voting securities or any securities convertible, exchangeable or redeemable for, or any options, warrants or other rights to acquire, any such securitiesBusiness.

Operation of the Business of the Company. (a) From the date of this Agreement until the Closing, and other than Except as expressly contemplated by this Agreement, as requested in writing by the Purchaser required or as determined by the board of directors of the Company, which determination would not constitute a violation of its fiduciary responsibilities, the Company will use commercially reasonable efforts to, and will use commercially reasonable efforts to cause each Company Subsidiary to, (a) conduct its business only in the ordinary course of business, and (b) preserve and protect its business organization, assets, employment relationships, and relationships with customers, strategic partners, suppliers, distributors, landlords and others doing business with it. Without limiting the generality of the foregoing and except as otherwise expressly permitted by this Agreement, the Company will use commercially reasonable efforts to not take, and will use commercially reasonable efforts to cause the Company Subsidiaries to not take, any Agreement (including Section 6.01(a) of the actions set forth Seller Disclosure Letter) or disclosed in Section 3.10 hereof without with the prior written consent of the Purchaser, Purchaser (which consent will shall not be unreasonably withheld, delayed or conditioned), between the date of this Agreement and the Closing Date, Seller shall cause the Company to (i) conduct the Company’s Business in the ordinary course of business consistent with past practice and (ii) use commercially reasonable efforts to preserve intact the Company’s Business, to keep available the services of the current officers and employees of the Company and to maintain relations with suppliers, customers, licensors and other persons having material Business relationships with the Company. (b) Without limiting the generality of Section 6.01(a), except for matters (i) set forth in Section 6.01(b) of the foregoingSeller Disclosure Letter, and other than (ii) required by applicable Law, (iii) as expressly required or permitted by this Agreement or (iv) as required in connection with fulfilling the Permitted Interim Activities, obligations of Seller or the Company will not takeunder (A) the Processing Agreement solely in the case of clauses (iv), (v), (viii) and will (x) of this Section 6.01(b) or (B) Section 40.3 of the Paulsboro Terminal Services Agreement solely with respect to clause (iii) of this Section 6.01(b), between the date of this Agreement and the Closing Date, Seller shall cause the Company Subsidiaries to not taketo, any of the following actions without the prior written consent of the Purchaser (which will consent shall not be unreasonably withheld, delayed or conditioned), take any of the following actions with respect to the Company: (i) disburse amend the certificate of formation, limited liability company agreement or otherwise pay any cash other comparable charter or equivalent funds to any Personorganizational documents of the Company; (ii) enter into any Contract except (A) as required to comply with any Person; and (iii) except for the issuance of Company Capital Stock upon the exercise of Options outstanding CBA, Benefit Plan or Benefit Agreement, in each case as of in effect on the date of this Agreement, (B) as otherwise set forth in this Agreement or (C) for any actions with respect to any Excluded Employee, (I) adopt, enter into, establish, terminate or, in any material respect amend or modify any CBA, Benefit Plan or Benefit Agreement (or any plan, agreement or arrangement that would be a CBA, Benefit Plan or Benefit Agreement if in effect on the date of this Agreement), (II) increase the compensation or benefits of, or pay or grant any bonus to, or grant any loan to, any Participant, other than increases in the base compensation of Participants whose annual base salary or wages do not exceed $250,000 and that are in the ordinary course of business consistent with past practice and provided that such increase does not result in any additional post-Closing obligations for the Company in excess of any obligation under any CBA, Benefit Plan or Benefit Agreement solely attributable to such increase in base compensation, (III) pay or provide to any Participant any material compensation or benefit not provided for under a Benefit Plan or Benefit Agreement as in effect on the date of this Agreement, except as otherwise permitted in the foregoing clause (II) or (IV) (x) hire any Participant or (y) terminate without cause the employment of any Participant; provided that the foregoing shall not restrict the Company from hiring or entering into or making available to newly hired employees or to employees in the context of promotions based on job performance or workplace requirements, in each case, if such employee’s annual base salary or wages do not exceed $250,000, such action is taken in the ordinary course of business consistent with past practice, and such plans, agreements, benefits and compensation arrangements have a value that is consistent with the past practice of making compensation and benefits available to newly hired or promoted employees in similar positions; (iii) issue, deliver, grant, transfer or pledge, sell, grant, pledge or otherwise dispose of or Encumber encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer or encumbrance of, (a) any shares of its capital stock membership interests, profits interests, equity equivalents, equity appreciation rights, phantom equity ownership interests or other voting securities equity interests of the Company or any notes bonds or other securities convertibleof the Company, (b) any securities convertible into or exchangeable for any membership interests, profits interests, equity equivalents, equity appreciation rights, phantom equity ownership interests or redeemable for, other equity interests of the Company or (c) any options, warrants or right to acquire any such membership interests, equity equivalents, equity appreciation rights, phantom equity ownership interests or other rights equity interests, or any such convertible or exchangeable securities; (iv) incur Indebtedness of the Company in excess of $50,000 in the aggregate or grant any guarantee in respect thereof, other than (A) in the ordinary course of business consistent with past practice or (B) Indebtedness incurred by the Company owing to acquireSeller or LG Asphalt L.P.; provided, that the amount of Indebtedness incurred pursuant to clauses (A) and (B) shall not exceed, in the aggregate, $2,000,000; and provided, further, that all Indebtedness will be repaid prior to Closing without penalty; (v) except in respect of Liens relating to Indebtedness permitted under subclause (iv) above, voluntarily permit any of its material assets or properties to become subject to any Lien, other than Permitted Liens; (vi) make any changes in any financial accounting policies or any method of accounting or accounting practice or policies, other than those required by GAAP or applicable Law; (vii) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or acquire any assets (other than product inventory); (viii) acquire any additional real property or sell, transfer, lease or otherwise dispose of any of its assets or properties, other than in the ordinary course of business consistent with past practice, or enter into any lease of any real or personal property, except (A) the sale or disposal of obsolete or excess equipment and (B) personal property leases entered into in the ordinary course of business consistent with past practice; (ix) cancel, forgive or release any Indebtedness or affirmatively waive, forgive or release any claims or rights (including waiving any material benefit under a Material Contract); (x) authorize, make or incur capital expenditures of the Company in excess of $100,000 individually or $250,000 in the aggregate, other than the capital expenditures set forth on the forecast attached to Section 6.01(b) of the Seller Disclosure Letter; (xi) pay, loan or advance any amount to, or sell, transfer or lease any assets to, or enter into any agreement or arrangement with Seller or any of its Affiliates; (xii) enter into any settlement or release with respect to any Action that relates to the Company, other than such securitiessettlement or release that contemplates only the payment of money without ongoing limits on the conduct or operation of its Business; (xiii) (A) make or revoke any material Tax election, (B) adopt or change any Tax accounting method or period, (C) file any material amended Tax Return or (D) enter into any material closing agreement or otherwise settle any claim, action or proceeding relating to material amounts of Taxes; (xiv) transfer, assign, sell, abandon, fail to protect or fail to maintain any of the Company Intellectual Property; (xv) amend, modify or otherwise waive or alter the terms of payment of any account or note receivable of the Company outside the ordinary course of business consistent with past practice or take any other action with respect thereto to accelerate payment of accounts or notes receivable outside the ordinary course of business consistent with past practice (including by offering any incentive, rebate or discount to encourage the collection of such accounts or notes receivable); (xvi) initiate any Action claiming damages of more than $50,000 in the aggregate; (xvii) permit the Company to make any loans, advances or capital contributions to, or investments in, any person; (xviii) reclassify, combine, split, subdivide or amend the terms of, or redeem, purchase or otherwise acquire directly or indirectly, the Membership Interests; (xix) forgive any loans to managers, officers or employees of the Company or any of their respective Affiliates; (xx) (A) adopt a plan or agreement of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization or winding up of the Company, (B) merge or consolidate the Company with any person or (C) change the legal form of the Company; (xxi) write up, write down or write off the book value of any material assets or property of the Company, other than in the ordinary course of business consistent with past practice or as may be required by GAAP; (xxii) enter into, materially amend or modify, transfer rights under, terminate (other than expirations in accordance with its terms) any Contract the impact of which, individually or in the aggregate, on the Company would be in excess of $250,000 per year in terms of lost revenue or increased expenses; or (xxiii) agree, whether in writing or otherwise, to do any of the foregoing. (c) Nothing contained in this Agreement (including this Article VI) is intended to give Purchaser, directly or indirectly, the right to control or direct Seller’s or the Company’s operations prior to the Closing. Prior to the Closing, Seller and the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their operations and Purchaser shall not have any right to take action on behalf of, or to bind, the Company.

Operation of the Business of the Company. (a) From Sellers agree to conduct the date of this Agreement until the Closing, and other than as expressly contemplated by this Agreement, as requested in writing by the Purchaser or as determined by the board of directors ---------------------------------------- operations of the CompanyCompany in the ordinary and usual course of business, which determination would not constitute a violation to maintain the financial condition of its fiduciary responsibilities, the Company will use commercially reasonable efforts tosubstantially consistent with that reflected in the Financial Statements, and will use commercially reasonable efforts not to cause each Company Subsidiary to, enter into any extraordinary transaction or make any transfer (a) conduct its business only except in the ordinary course of business) or distribution of Company assets, and (b) to preserve and protect intact its present business organization, assets, employment relationships, to take reasonable steps to keep available the services of its officers and employees and to maintain satisfactory relationships with customerslicensors, strategic partnerslicensees, suppliers, contractors, distributors, landlords customers and others doing having business relations with it. Without limiting the generality of the foregoing foregoing, and except as otherwise expressly permitted by provided this Agreement, the Company will use commercially reasonable efforts to not take, and will use commercially reasonable efforts to cause the Company Subsidiaries to not take, any of the actions set forth Agreement or disclosed in Section 3.10 hereof without with the prior written consent of Buyer, Sellers and the Purchaser, which consent will not be unreasonably withheld, delayed or conditioned.Company agree that the Company shall not: (a) keep and maintain its books of account and records other than in accordance with generally accepted accounting principles consistent with past practices; (b) Without limiting amend or change the generality Company's Certificate of the foregoing, and other than the Permitted Interim Activities, the Company will not take, and will cause the Company Subsidiaries to not take, any of the following actions without the prior written consent of the Purchaser which will not be unreasonably withheld, delayed Incorporation or conditioned: (i) disburse or otherwise pay any cash or equivalent funds to any PersonBy- laws; (iic) enter into any Contract with any Person; and (iii) except authorize for the issuance of Company Capital Stock upon the exercise of Options outstanding as of the date of this Agreementissuance, issue, sell, grantdeliver or agree or commit to issue, pledge sell or deliver (whether through the issuance or granting of additional options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any securities convertible into shares of stock of any class; (d) split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combinations thereof) in respect of its capital stock, or redeem or otherwise acquire any shares of its capital stock; (e) (i) create, incur or assume any long-term debt (including obligations with respect to capital leases), or create, incur, assume, maintain or permit to exist any short-term debt representing indebtedness for borrowed money, (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, other than as the result of the endorsement of negotiable instruments in the ordinary course of business consistent with past practices, or (iii) make any loans, advances or capital contributions to, or investments in, any other person; (i) increase in any manner the compensation for any of its directors, officers or other employees, (ii) pay or agree to pay any pension, retirement allowance or other employee benefits not required or permitted by an existing plan, agreement or arrangement to any such director, officer or employee, whether past or present, or (iii) commit itself to any new or renewed pension, profit-sharing, bonus, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement, or to any employment or consulting agreement (or amendment, renewal other extension thereof) with or for the benefit of any person, or to amend any of such plans or any of such agreements in existence on the date hereof; (g) permit any of its current insurance policies to be canceled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies are in full force and effect providing coverage equal to or greater than the coverage under those canceled, terminated or lapsed for substantially similar premiums; (h) amend or terminate any lease or, except in the ordinary course of business, sell, transfer, mortgage or otherwise dispose of or Encumber encumber, or agree to sell, transfer, mortgage or otherwise dispose of or encumber, any shares properties, real personal or mixed; (i) except in the ordinary course of business, sell, transfer, license or otherwise dispose of, or agree to sell, transfer, license or otherwise dispose of, any Intellectual Property; (j) enter into any other agreements, commitments or contracts which, individually or in the aggregate, are material to the business, prospects, operations, properties, assets, liabilities, earnings, cash flows or condition (financial or otherwise) of the Company, except agreements, commitments or contract for the purchase, sale or lease of goods and services in the ordinary course of business, consistent with past practice and not in excess of current requirements, or otherwise make any material change in conduct of the business or operations of the Company; (k) make any change in its capital stock banking and safety deposit arrangements; (l) grant any powers of attorney; (m) approve or other voting securities undertake, either as the surviving, disappearing, acquiring or selling corporation, any merger, consolidation, liquidation, asset acquisition or disposition or any securities convertibletakeover transaction or furnish or cause to be furnish any information concerning its business, exchangeable properties or redeemable forassets to any person (other than to Buyer) which is interested in any such transaction; (n) solicit, encourage, respond to or otherwise entertain any inquiries or proposals for the acquisition of all or any part of the capital stock, assets or business of the Company; (o) take any action which would result in any of the representation or warranties contained in this Agreement not being true at and as of the time immediately after such action, or in any options, warrants of the covenants contained in this Agreement becoming unperformable; (p) settle or other rights otherwise compromise any claim asserted by any Taxing authority; or (q) agree to acquire, do any such securitiesof the foregoing.

Operation of the Business of the Company. Except (a) From the date of this Agreement until the Closing, and other than as otherwise expressly contemplated by this Agreement, as requested (b) agreed to in writing by Parent (which consent shall not be unreasonably withheld or delayed), (c) as set forth in Section 4.2 of the Purchaser or Company Disclosure Schedule, (d) as determined required by any Company Contract, (e) as required by the board Company’s Organizational Documents, or (f) as required by applicable Legal Requirements, between the date of directors of this Agreement and the Company, which determination would not constitute a violation of its fiduciary responsibilitiesClosing, the Company will and the Acquired Entities and Center Entities shall (i) use commercially reasonable efforts to, and will use their commercially reasonable efforts to cause each Company Subsidiary to, (a) conduct its their business only in the ordinary course of business and pay or satisfy all of their obligations and liabilities in the ordinary course of business, and (bii) preserve and protect its business organization, assets, employment relationships, and relationships with customers, strategic partners, suppliers, distributors, landlords and others doing business with it. Without limiting the generality of the foregoing and except as otherwise expressly permitted by this Agreement, the Company will use their commercially reasonable efforts to not takepreserve intact the current business organization of the Company and the Acquired Entities and Center Entities, keep available the services of the Company’s and the Acquired Entities’ and Center Entities’ officers, employees, and will use commercially reasonable efforts to cause agents, and maintain the Company’s and the Acquired Entities’ and Center Entities’ relations and goodwill with landlords, Physician Partners, creditors, employees, agents and others having business relationships with the Company Subsidiaries to not takeand the Acquired Entities and Center Entities, any (iii) comply in all material respects with applicable Legal Requirements regarding the business and (iv) provide the reports described in Section 4.2 of the actions set forth or disclosed in Section 3.10 hereof without Company Disclosure Schedule concerning the prior written consent status of the Purchaserbusiness, which consent will not be unreasonably withheldoperations and finances of the Company and the Acquired Entities and Center Entities. In addition, delayed or conditioned. (b) Without and without limiting the generality of the foregoing, between the date of this Agreement and other than the Permitted Interim ActivitiesClosing, the Company will not takeand the Acquired Entities and Center Entities shall not, and will cause the Company Subsidiaries to not take, any of the following actions without the prior written consent of the Purchaser Parent (which will consent shall not be unreasonably withheld, delayed conditioned or conditioned:delayed), take any of the following actions (directly or indirectly): (ia) disburse any action or otherwise pay any cash or equivalent funds omission that would reasonably be expected to any Personhave a Company Material Adverse Effect; (iib) enter into any Contract with any Person; andamend its Organizational Documents; (iiic) except for in the issuance ordinary course of business or as required by the terms and provisions of written contracts between the Company Capital Stock upon or any of the exercise of Options outstanding Acquired Entities and Center Entities and an employee thereof as of in existence on the date of this Agreement, issuegrant any increase in the base compensation of, or pay any bonuses or other compensation to (including, without limitation, any severance or termination pay to), any of the employees of the Company or the Acquired Entities or Center Entities; (d) except as required by the terms and provisions of written contracts between the Company or any of the Acquired Entities or Center Entities and an employee thereof as in existence on the date of this Agreement and disclosed in the Company Disclosure Schedule, adopt, amend or increase the payments or benefits under any Employee Benefit Plan; (e) enter into, amend, terminate, renew or assign (1) any employment agreement (other than an offer letter setting forth the terms of at-will employment) or consulting contract or (2) any real property or personal property lease (other than with respect to any automatic renewal in accordance with the terms thereof); (f) acquire inventory, assets or other properties outside of the ordinary course of business, including, without limitation, acquire any business, whether by merger, consolidation, the purchase of a substantial portion of the assets or equity interests of such business or otherwise; (g) except (x) in the ordinary course of business and (y) for property or assets that are obsolete or are otherwise not material to the conduct of the business of the Company, the Acquired Entities and Center Entities, sell, grant, pledge lease or otherwise dispose of, or permit any Encumbrance (other than a Permitted Encumbrance) upon, any material assets or properties of the Company or the Acquired Entities or Center Entities; (h) except in the ordinary course of business, incur, assume or guaranty any Indebtedness or capitalized lease obligations or make any loans, advances or capital contributions to, or investments in, any other Person (other than among the Company and the Acquired Entities and Center Entities and among such Acquired Entities and Center Entities and other than advances to directors, officers and employees in the ordinary course of business); (i) cancel, compromise, waive or release any right or claim (or series of related rights and claims) other than in the ordinary course of business; (j) except in the ordinary course of business, commence, compromise or settle any Proceeding; (k) make any change in connection with its accounts payable or accounts receivable terms, systems, policies or procedures including, without limitation: (i) taking (or omitting to take) any action that has or would reasonably be expected to have the effect of accelerating revenues or accelerating cash receipts to pre-Closing periods that would otherwise be expected to take place or be incurred in post-Closing periods, (ii) delaying or postponing the payment of any accounts payable or (iii) accelerating the collection of or Encumber discount any accounts receivable; (l) solely with respect to the Company and not with respect to any of the Acquired Entities or Center Entities, declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or other combination thereof) in respect of any shares of its capital stock of the Company (m) fail to use commercially reasonable efforts to keep in full force and effect the insurance policies set forth on Section 2.13 of the Company Disclosure Schedule; (n) except as required by GAAP or by applicable Legal Requirement, make any change in its accounting methods; (o) except in the ordinary course of business, enter into any assignment, license, indemnification or other voting securities agreement or commitment with respect to any Intellectual Property Rights, (p) cease from making all proper accruals for Taxes, vacation and other customary accruals of the Company and the Acquired Entities and Center Entities, in each case in accordance with GAAP and applicable Legal Requirements; (q) other than in the ordinary course of business and except for the Acquired Entities and Center Entities effecting, if necessary, an election pursuant to Code Section 754 (and similar state and local tax elections), make or change any Tax election, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company or any securities convertibleof the Acquired Entities or Center Entities, exchangeable or redeemable forsurrender any right to claim a refund of Taxes, or consent to any optionsextension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of the Acquired Entities or Center Entities, warrants if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other rights action would have the effect of increasing the Tax liability of the Company or any of the Acquired Entities and Center Entities for any period ending after the Closing Date; or (r) authorize or enter into any agreement or commitment, whether oral or written, to acquiredo any of the foregoing. Notwithstanding the foregoing, nothing contained in this Agreement shall give Parent or Holdings, directly or indirectly, the right to control or direct the operations of the Company or the Acquired Entities or Center Entities prior to the Effective Time. For the avoidance of doubt, the limitations contained in this Section 4.2 shall not in any such securitiesway restrict the Company or its Subsidiaries with respect to the Excluded Assets and the Excluded Liabilities.

Operation of the Business of the Company. Prior to the Closing Date, each Seller shall, and shall cause the Company to: (a) From conduct the date business of this Agreement until the Closing, and other than Company only in the Ordinary Course of Business except of as expressly contemplated by this Agreement, as requested in writing by Section 6.3; (b) use its best efforts to preserve intact the Purchaser or as determined by the board of directors current business organization of the Company, which determination would not constitute keep available the services of the officers, employees, and agents of the Company, and maintain its relations and goodwill with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with the Company; (c) confer with Buyer prior to implementing operational decisions of a violation material nature outside the Ordinary Course of its fiduciary responsibilitiesBusiness; (d) report to Buyer at such times as Buyer may reasonably request concerning the status of the business, condition (financial or otherwise), assets, results of operations, or prospects of the Company; (e) make no material changes in management personnel of the Company; (f) maintain the assets owned or used by the Company will use commercially reasonable efforts in a state of repair and condition that complies with Legal Requirements and Contracts and is consistent with the requirements and normal conduct of the business of the Company; (g) keep in full force and effect, without amendment, all material rights relating to the business of the Company; (h) comply with all Legal Requirements applicable to, and will use commercially reasonable efforts to cause each Company Subsidiary to, (a) conduct its business only in the ordinary course of business, and (b) preserve and protect its business organization, assets, employment relationships, and relationships with customers, strategic partners, suppliers, distributors, landlords and others doing business with it. Without limiting the generality of the foregoing and except as otherwise expressly permitted by this Agreementall Applicable Contracts of, the Company will use commercially reasonable efforts to not take, and will use commercially reasonable efforts to cause the Company Subsidiaries to not take, any of the actions set forth or disclosed in Section 3.10 hereof without the prior written consent of the Purchaser, which consent will not be unreasonably withheld, delayed or conditioned. (b) Without limiting the generality of the foregoing, and other than the Permitted Interim Activities, the Company will not take, and will cause the Company Subsidiaries to not take, any of the following actions without the prior written consent of the Purchaser which will not be unreasonably withheld, delayed or conditioned:Company; (i) disburse or otherwise pay continue in full force and effect any cash or equivalent funds to any Personapplicable insurance policy; (iij) enter into except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify, or terminate any Contract Employee Plan and, except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any PersonEmployee Plan; (k) maintain all records of the Company consistent with past practice; and (iiil) except for the issuance of Company Capital Stock upon the exercise of Options outstanding as of the date of this Agreement, issue, sell, grant, pledge or otherwise dispose of or Encumber any shares of its capital stock or other voting securities or any securities convertible, exchangeable or redeemable fortake no action, or fail to take any optionsreasonable action within its control, warrants or other rights to acquire, any such securitiesas a result of which a Material Adverse Change would likely occur.

Operation of the Business of the Company. (a) From Following the date execution of this Agreement until the Closing, and other than as expressly contemplated by this Agreement, as requested in writing by the Purchaser or as determined by the board of directors of the Company, which determination would not constitute a violation of its fiduciary responsibilitiesClosing Date, the Company will use commercially reasonable efforts toshall, and will use commercially reasonable efforts to shall cause each Company Subsidiary to, (a) conduct its business only in the ordinary course of business, and (b) preserve and protect its business organization, assets, employment relationships, and relationships with customers, strategic partners, suppliers, distributors, landlords and others doing business with it. Without limiting the generality of the foregoing and except as otherwise expressly permitted by this Agreement, the Company will use commercially reasonable efforts to not take, and will use commercially reasonable efforts to cause the Company Subsidiaries to not take, any of the actions set forth or disclosed in Section 3.10 hereof without the prior written consent of the Purchaser, which consent will not be unreasonably withheld, delayed or conditioned. (b) Without limiting the generality of the foregoing, and other than the Permitted Interim Activities, the Company will not take, and will cause the Company Subsidiaries to not take, any of the following actions without the prior written consent of the Purchaser which will not be unreasonably withheld, delayed or conditioned: (i) disburse conduct the business of the Company or otherwise pay any cash or equivalent funds to any Personsuch Subsidiary only in the Ordinary Course of Business; (ii) enter into use its Best Efforts to preserve intact the current business organization of the Company and each Subsidiary, and maintain its relations and goodwill with customers; (iii) report to Parent at such times as Parent may reasonably request concerning the status of its business, condition (financial or otherwise), assets, results of operations, or prospects of the Company and each Subsidiary; (iv) make no material changes in management personnel of the Company or any Contract Subsidiary; (v) maintain the assets owned or used by the Company and each Subsidiary in a state of repair and condition that complies with Legal Requirements and Contracts and is consistent with the requirements and prior practices of the Company and each Subsidiary; (vi) not terminate or amend any PersonMaterial Contracts; (vii) comply in all material respects with all Legal Requirements applicable to, and all Material Contracts of, the Company and each Subsidiary; (ix) continue in full force and effect the insurance coverage under the policies set forth in Part 3.14(a) of the Disclosure Letter or substantially equivalent policies; (x) except as required to comply with ERISA or to maintain qualification under Section 401(a) of the IRC, not amend, modify, or terminate any Employee Plan and, except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan; (xi) maintain all Records of the Company and each Subsidiary consistent with past practice; and (iiixii) except for the issuance take no action, or fail to take any reasonable action within its control, as a result of Company Capital Stock upon the exercise of Options outstanding as which any of the date of this Agreement, issue, sell, grant, pledge changes or otherwise dispose of or Encumber any shares of its capital stock or other voting securities or any securities convertible, exchangeable or redeemable for, or any options, warrants or other rights events listed in Section 3.12 would be likely to acquire, any such securitiesoccur.

Operation of the Business of the Company. (a) From During the date of Pre-Closing Period, except (i) as otherwise expressly required by, or expressly provided for in, this Agreement until (including by any Transaction Documents), (ii) as set forth on Schedule 7.2(a) of the ClosingCompany Disclosure Schedule, and other than (iii) as expressly contemplated by this Agreement, as requested consented to in writing by Parent, or (iv) as required by any Law or other directive by a Governmental Authority (including the Purchaser or as determined by the board implementation of directors any COVID-19 Measures), each member of the Company, which determination would not constitute a violation Company Group shall (A) conduct its business and operations in the ordinary course of its fiduciary responsibilities, the Company will use commercially reasonable efforts to, business consistent with past practice and will (B) use commercially reasonable efforts to cause each (1) preserve the business relationships of the Company Subsidiary to, (a) conduct its Group except for customary changes in business only relationships in the ordinary course of business, (2) maintain, in all material respects, all material property, structures, equipment and other tangible or intangible property or assets of the Company Group in their present repair, order and condition, except for ordinary wear and tear, (3) perform its obligations in all material respects under each Material Contract, and (4) timely file all claims under any existing insurance policies related to any casualty events and to promptly apply all insurance proceeds related to such casualty event to repair damaged property; provided, that, in the case of a COVID-19 Response, none of the members of the Company Group shall be deemed to be acting outside of the ordinary course of business. (b) preserve and protect its business organizationDuring the Pre-Closing Period, assets, employment relationships, and relationships with customers, strategic partners, suppliers, distributors, landlords and others doing business with it. Without limiting the generality of the foregoing and except (i) as otherwise expressly required or permitted by this AgreementAgreement (including by any Transaction Documents), (ii) as set forth on Schedule 7.2(b) of the Company Disclosure Schedule, (iii) as consented to in writing by Parent (which consent, other than with respect to clauses (G), (L), (O), (Q), (T) or, solely as it relates to the foregoing specified clauses of this Section 7.2(b), (Y) of this Section 7.2(b), shall not be unreasonably withheld, conditioned or delayed), or (iv) as required by or in response to any Law or other directive by a Governmental Authority (including the implementation of any COVID-19 Measures), the Company will shall ensure that: (A) no member of the Company Group shall amend or permit the adoption of any amendment to any of its Organizational Documents, or permit any recapitalization, reclassification of equity, share split, reverse share split or similar transaction with respect to any member of the Company Group; (B) no member of the Company Group shall issue, sell, pledge, encumber or deliver or agree or commit to issue, sell, pledge, encumber or deliver or authorize the issuance or grant of (1) any Company Stock or equity-based interests or other security, (2) any option, Award, phantom stock, stock appreciation, profit participation, warrant or right to acquire any Company Stock or equity-based interests (or cash based on the value of Company Stock) or other security, or (3) any instrument convertible into or exchangeable for any Company Stock or equity-based interests (or cash based on the value of Company Stock), other than, in the case of this clause “(B),” the encumbrance of equity-based interests in connection with an amendment, restatement, amendment and restatement, supplement, replacement, refinancing or other modification of the Existing Credit Agreement (provided that such amendment, restatement, amendment and restatement, supplement, replacement, refinancing or other modification of the Existing Credit Agreement does not increase the outstanding principal amount thereof (except in respect of accrued and unpaid interest, fees and expenses (including make-whole payments and premiums) on such amendment, restatement, amendment and restatement, supplement, replacement or refinancing and amounts to pay fees and expenses reasonably incurred in connection therewith)); (C) no member of the Company Group shall declare, accrue, set aside or pay any dividend or make any other distribution in respect of any equity interests of any member of the Company Group (except to any wholly-owned subsidiary of the Company Group), or repurchase, redeem or otherwise reacquire any equity interests of any member of the Company Group; provided, that the Company shall use commercially reasonable efforts to not takedistribute to its stockholders in accordance with the terms of its Organizational Documents, and will use commercially reasonable efforts Parent hereby consents to cause the distribution of, all Excess Company Cash prior to the Reference Time (provided, further, that such distributed cash shall not be included in the calculation of Closing Cash); (D) no member of the Company Subsidiaries Group shall adopt a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization (other than in connection with the Transactions) or file any petition in bankruptcy under the provisions of any federal or state bankruptcy law or consent to the filing of any bankruptcy petition against it under any similar law; (E) no member of the Company Group shall issue or sell any debt securities or rights to acquire any debt securities of any member of the Company Group or guaranty any debt securities or incur, guarantee or otherwise become liable for any Indebtedness for borrowed money in excess of $250,000, other than, collectively, (1) in connection with borrowings, extensions of credit and other financial accommodations under the Existing Credit Agreement (provided that such amendment, restatement, amendment and restatement, supplement, replacement, refinancing or other modification of the Existing Credit Agreement does not takeincrease the outstanding principal amount thereof (except in respect of accrued and unpaid interest, fees and expenses (including make-whole payments and premiums) on such amendment, restatement, amendment and restatement, supplement, replacement or refinancing and amounts to pay fees and expenses reasonably incurred in connection therewith)), and (2) for drawdowns of credit facilities available as of the date hereof; (F) no member of the Company Group shall assume, guarantee, endorse or otherwise become liable or responsible, whether directly, contingently or otherwise, for obligations in excess of $250,000 of any other Person other than a member of the Company Group; (G) no member of the Company Group shall make any (1) loans or advances to any other Person, except for customary loans or advances to employees of members of the Company Group and except for normal extensions of credit to customers, in each case in the ordinary course of business consistent with past practice, or (2) capital contributions to or investments in any other Person in excess of $200,000 per Person or $500,000 in the aggregate; (H) no member of the Company Group shall (1) enter into, terminate, adopt, amend or modify any employment Contract with any Employee with annual compensation opportunities (annual base salary and annual target bonus) in excess of $250,000 or any Company Plan (except as required by applicable Law or the terms thereof), or (2) add or accrete to or otherwise increase overall staff or headcount levels (x) at or above the director level at its store support center, (y) in its operations team, any overhead positions above the general manager level, or (z) in a manner that would increase the average management par levels per store by more than 0.2 (e.g., the average management par level per store can go from 9 to 9.2 without Parent’s consent); (I) no member of the actions set forth or disclosed in Section 3.10 hereof without the prior written consent of the Purchaser, which consent will not be unreasonably withheld, delayed or conditioned. (b) Without limiting the generality of the foregoing, and other than the Permitted Interim Activities, the Company will not take, and will cause the Company Subsidiaries to not take, any of the following actions without the prior written consent of the Purchaser which will not be unreasonably withheld, delayed or conditioned: Group shall (i) disburse make any change in the compensation payable to, or otherwise pay benefits provided to, any cash current or equivalent funds former employee, director, officer or individual independent contractor (x) with annual compensation opportunities (annual base salary and annual target bonus) or annual fee in excess of $250,000 or (y) with annual compensation opportunities (annual base salary and annual target bonus) or annual fees less than $250,000, other than, with respect to clause (y), such increases in the salary or wage compensation or fees that (A) do not exceed 7% per individual or 5% in the aggregate and (B) are made in the ordinary course of business consistent with past practice, (ii) accelerate the time of payment, funding, or vesting of any compensation or benefit payable to any Personcurrent or former employee, director, officer or other service provider of any member of the Company Group, or (iii) terminate (other than for cause), temporarily lay off, hire or engage any employee, director, officer or other service provider whose annual compensation opportunities (annual base salary and annual target bonus) would exceed $250,000; (iiJ) no member of the Company Group shall (1) materially amend or prematurely terminate, or waive any material right or remedy (in a manner adverse to any member of the Company Group) under any Material Contract or Lease outside the ordinary course of business consistent with past practice or (2) enter into any new Contract that would have been a Material Contract or Lease if entered into prior to the date hereof (other than (x) Leases entered into in the ordinary course of business consistent with any Person; andpast practice and consistent with the Capital Expenditure Budget and (y) Material Contracts entered into in the ordinary course of business consistent with past practice that are terminable for convenience by the Company Group on 90 days’ or less notice), other than an amendment, restatement, amendment and restatement, supplement, replacement, refinancing or other modification of the Existing Credit Agreement (provided that such amendment, restatement, amendment and restatement, supplement, replacement, refinancing or other modification of the Existing Credit Agreement does not increase the outstanding principal amount thereof (except in respect of accrued and unpaid interest, fees and expenses (including make-whole payments and premiums) on such amendment, restatement, amendment and restatement, supplement, replacement or refinancing and amounts to pay fees and expenses reasonably incurred in connection therewith)); (iiiK) no member of the Company Group shall sell, transfer, assign, convey, abandon, let lapse or otherwise dispose of, or lease, sublease or license, (1) any (A) Owned Intellectual Property or (B) any right or other asset of the Company Group in a single transaction or series of related transactions having a fair market value in excess of $500,000 in the aggregate or (2) any Unit to any other Person, except, (i) in the case of clause (1), as in the ordinary course of business consistent with past practice (and in the case of licenses of Owned Intellectual Property, limited to non-exclusive licenses granted in the ordinary course of business consistent with past practice) or to abandon, let lapse or otherwise dispose of any obsolete or immaterial Owned Intellectual Property, and (ii) in the case of this clause “(K),” as required by an amendment, restatement, amendment and restatement, supplement, replacement, refinancing or other modification of the Existing Credit Agreement (provided that such amendment, restatement, amendment and restatement, supplement, replacement, refinancing or other modification of the Existing Credit Agreement does not increase the outstanding principal amount thereof (except in respect of accrued and unpaid interest, fees and expenses (including make-whole payments and premiums) on such amendment, restatement, amendment and restatement, supplement, replacement or refinancing and amounts to pay fees and expenses reasonably incurred in connection therewith)); (L) no member of the Company Group shall make an acquisition (whether by merger, acquisition of stock or assets, or otherwise) of any business, Unit or line of business other than as contemplated by the Capital Expenditure Budget; (M) no member of the Company Group shall make an election to change the status of any member of the Company Group (as a corporation, partnership or disregarded entity) for federal, state or local Tax purposes; (N) no member of the Company Group shall fail to file any material Tax Return, make, change or revoke any entity classification or other material Tax election, change any material method of Tax accounting, amend any material Tax Return, extend the statute of limitations in respect of any material Tax Return, settle any material Tax claim or assessment, surrender any right to claim a refund of material Taxes, enter into any material ruling request, closing agreement or similar agreement with respect to Taxes, incur any liability for Taxes outside the ordinary course of business or fail to pay any material Tax that becomes due and payable; (O) no member of the Company Group shall either (1) change any method of accounting or its accounting policies, practices or procedures (other than as required by GAAP of applicable Law), (2) (I) accelerate collection of any account receivable in advance of its due date (including by giving a discount, accommodation or other concession other than (x) in the ordinary course of business and (y) offering limited time offer promotional discounts, provided such discounts are less than 90 days in duration), or (II) other than with respect to a COVID-19 Response, delay payment of any account payable beyond its due date, in each case, other than any such acceleration or delay (as applicable) effected in the ordinary course of business consistent with past practice or (3) make any material changes or modifications to its cash management methods or practices, including payment terms offered to counterparties, other than in the ordinary course of business consistent with past practice or (4) grant any discounts or rebates other than (x) in the ordinary course of business consistent with past practice and (y) offering limited time offer promotional discounts, provided such discounts are less than 90 days in duration); (P) (1) incur any Capital Expenditures or open any new Units, except for (I) Capital Expenditures with respect to Identified Capital Projects, Maintenance Capital Expenditures and Active Project Capital Expenditures , and (II) Capital Expenditures not set forth in the issuance Capital Expenditure Budget that are in the ordinary course of Company business and do not exceed $1,000,000 in the aggregate, or (2) enter into Contract that requires Capital Stock upon Expenditures that are not contemplated in the exercise Capital Expenditure Budget (provided, that this clause “(2)” shall not operate to restrict Capital Expenditures permitted pursuant to clause “(1)”); (Q) engage in or enter into any line of Options outstanding as business other than the lines of business presently conducted; (R) commence any suit or Action other than (1) for the date routine collection of bills, (2) for a breach of this Agreement, issue, sell, grant, pledge the Confidentiality Agreement or otherwise dispose of any other agreement with Parent or Encumber any shares of its capital stock Affiliates or (3) for the enforcement of the terms of any Material Contract, or settle or affirmatively waive any pending Action for an amount greater than $200,000 (provided, that to the extent a portion of such amount owed is covered by insurance, such portion shall not be included for the purposes of determining such amount) or that involves equitable relief or a criminal admission binding on the Company Group following the Closing; (S) release, compromise or cancel any material debts owed to the Company Group, other voting securities than settlement of accounts with customers and suppliers in the ordinary course of business consistent with past practice; (T) take any action (or fail to take any action) that would reasonably be expected to subject any of its material assets or properties to a material Lien (other than a Permitted Lien) that will not be fully discharged at Closing without any liability to any member of the Company Group; (U) enter into any new agreement with any Company Stockholder or any securities convertibleof their Affiliates (other than any member of the Company Group) or amend, exchangeable modify or redeemable for, or change any options, warrants or other material rights to acquire, under any existing agreement with such securities.Persons;

Operation of the Business of the Company. (a) From Except as otherwise contemplated by this Agreement or agreed to in writing by Purchaser, from the date of this Agreement until through the ClosingClosing Date, the Seller Parties shall cause the Paragon Companies to (i) conduct their business in the Ordinary Course of Business and pay or satisfy all of their obligations and liabilities in the Ordinary Course of Business, and other than as expressly contemplated by this Agreement, as requested in writing by the Purchaser or as determined by the board of directors of the Company, which determination would not constitute a violation of its fiduciary responsibilities, the Company will use commercially reasonable efforts to, and will (ii) use commercially reasonable efforts to preserve intact the current business organization of the Paragon Companies, to keep available the services of the Paragon Companies’ officers, employees, and agents, and to maintain the Paragon Companies’ relations and goodwill with customers, suppliers, creditors, employees, agents and others having business relationships with the Paragon Companies. In addition, from the date of this Agreement through the Closing Date, the Seller Parties shall cause each Company Subsidiary the Paragon Companies not to, without the prior written consent of Purchaser, take any of the following actions: (a) conduct its business only (i) approve or initiate capital expenditures for items not included in the ordinary course Company’s 2018 budget in excess of business$50,000 individually or $100,000 in the aggregate, and or (ii) enter into any commitment or transaction outside of the Ordinary Course of Business, or waive or release any right or claim, in each case of (i) or (ii) in excess of $100,000 individually or $200,000 in the aggregate; (b) preserve and protect its business organizationexcept for the hiring or promotion of employees at the non-executive level in the Ordinary Course of Business, assetsat compensation rates comparable to other employees at similar levels within the Paragon Companies, hire or engage any employees or consultants, or encourage any employees or consultants to resign from the Paragon Companies, or promote any employees or change the employment relationships, and relationships with customers, strategic partners, suppliers, distributors, landlords and others doing business with it. Without limiting the generality status or titles of any of the foregoing and except as otherwise expressly permitted by this Agreementemployees, in each case, in the Company will Ordinary Course of Business; (c) enter into, modify or terminate any labor or collective bargaining agreement or, through negotiations or otherwise, make any commitment or incur any liability to any labor organizations; (d) enter into, amend, terminate, renew or assign any Material Contract other than in the Ordinary Course of Business; (e) fail to maintain the Insurance Policies or, following the expiration of any thereof, if applicable, in accordance with its terms, fail to use commercially reasonable efforts to obtain a replacement policy providing for similar levels of coverage at prevailing market rates; (f) (i) amend their Governing Documents; (ii) issue, sell, repurchase, redeem or acquire any equity securities of any Paragon Company or other equity or ownership interests or any other right or interest in the Purchase Price payable hereunder, or grant or enter into any rights, warrants, options, agreements or commitments with respect to the issuance of such equity securities of the Paragon Companies or such equity or ownership interests; (iii) adjust, split, combine, subdivide or reclassify any equity securities of any Paragon Company or other equity or ownership interest of such entity; (iv) permit the transfer of record of any equity securities of any Paragon Company; or (v) effect any recapitalization, reclassification or like change in the capitalization of any Paragon Company. (g) permit any Lien upon the Capital Stock or any assets of the Paragon Companies, including any Company-Owned Real Property or Company Leased Real Property other than Liens under the Credit Agreement Documents (as defined in the Company Disclosure Schedule); (h) cancel or compromise any material debt or claim or waive or release any material right of the Paragon Companies; (i) declare any distribution in respect of the Capital Stock which is not paid prior to the Closing; (j) acquire any material properties or assets costing in excess of $100,000 individually or $500,000 in the aggregate (other than inventory, raw materials and capital expenditures for capital expenditure items included in the Company’s 2018 budget) or sell, assign, license, transfer, convey, lease or otherwise dispose of any of real property or assets of any Paragon Company (except inventory or for the purpose of disposing of obsolete or worthless assets or to the extent such assets are replaced with like assets of equivalent value); (k) acquire any corporation, partnership, limited liability company, or other business organization, or enter into any joint venture, strategic alliance or similar arrangement; (l) enter into any exclusive dealing arrangement outside of the Ordinary Course of Business, or noncompetition arrangement; (m) incur any indebtedness for borrowed money or issue any debt securities or enter into a guarantee with respect to the indebtedness any Person, or make any loans (other than (w) Indebtedness that will be paid off at or prior to Closing, (x) performance bonds, surety bonds, letters of credit or similar instruments entered into in the Ordinary Course of Business, (y) intercompany indebtedness between the Paragon Companies, and (z) advances for travel and other normal business expenses to officers and employees of the Paragon Companies in the Ordinary Course of Business); (n) permit the lapse of any right relating to any material Company Intellectual Property; or (o) take, and will use commercially reasonable efforts or agree in writing to cause the Company Subsidiaries to not take, any of the actions described in Sections 6.2(a) through (n) above. Notwithstanding anything to the contrary set forth herein, nothing in this Section 6.2 shall limit or disclosed in Section 3.10 hereof without restrict the prior written consent of Paragon Companies’ ability to cancel the Purchaser, which consent will not be unreasonably withheld, delayed Buck Note and release all Liens under the Buck Security Pledge Agreement or conditionedto cancel the Interest Rate Agreement. (b) Without limiting the generality of the foregoing, and other than the Permitted Interim Activities, the Company will not take, and will cause the Company Subsidiaries to not take, any of the following actions without the prior written consent of the Purchaser which will not be unreasonably withheld, delayed or conditioned: (i) disburse or otherwise pay any cash or equivalent funds to any Person; (ii) enter into any Contract with any Person; and (iii) except for the issuance of Company Capital Stock upon the exercise of Options outstanding as of the date of this Agreement, issue, sell, grant, pledge or otherwise dispose of or Encumber any shares of its capital stock or other voting securities or any securities convertible, exchangeable or redeemable for, or any options, warrants or other rights to acquire, any such securities.

Operation of the Business of the Company. (a) From the date of this Agreement until Until the Closing, and other than except as expressly contemplated by otherwise set forth in this Agreement, Agreement or as requested in writing otherwise consented to by the Purchaser or as determined by Seller Parties and the board of directors of the CompanyPurchasers (in each case, which determination would consent may not constitute a violation of its fiduciary responsibilitiesbe unreasonably withheld, conditioned or delayed), the Company will use commercially reasonable efforts toshall, and will use commercially reasonable efforts each of the Seller Parties and EET shall (if within its power to control) cause each the Company Subsidiary to (or, as the case may be, not take any action which would cause the Company not to, ): (ai) conduct its business only in the ordinary course of businessbusiness in all material respects; and (ii) use its commercially reasonable best efforts to (A) preserve the present business operations, organization (including officers and Employees) and goodwill of the Company and (B) preserve the present relationships with Persons having business dealings with the Company (including customers and suppliers). (b) preserve and protect its business organizationUntil the Closing, assets, employment relationships, and relationships with customers, strategic partners, suppliers, distributors, landlords and others doing business with it. Without limiting the generality of the foregoing and except as otherwise expressly permitted by this Agreement, the Company will use commercially reasonable efforts to not take, and will use commercially reasonable efforts to cause the Company Subsidiaries to not take, any of the actions set forth in this Agreement or disclosed as otherwise consented to by the Seller Parties and the Purchasers (in Section 3.10 hereof without the prior written consent of the Purchasereach case, which consent will not be unreasonably withheld, delayed conditioned or conditioned. (b) Without limiting the generality of the foregoing, and other than the Permitted Interim Activitiesdelayed), the Company will not takeshall not, and will each of the Seller Parties and EET shall cause the Company Subsidiaries not to not take(or, as the case may be, take any of action which would cause or permit the following actions without the prior written consent of the Purchaser which will not be unreasonably withheld, delayed or conditioned:Company to): (i) disburse or otherwise pay any cash or equivalent funds to any Person; (ii) enter into any Contract with any Person; and (iii) except for the issuance of Company Capital Stock upon the exercise of Options outstanding as of the date of this Agreementtransfer, issue, sell, grantdispose or, pledge or otherwise dispose of or Encumber encumber any shares of its capital stock equity interests or other voting securities or convertible into any securities convertible, exchangeable or redeemable forsuch equity interests, or any options, warrants or other rights to acquire, acquire any such securitiesequity interests, or take any loans or otherwise incur indebtedness for borrowed money such that the total aggregate indebtedness of the Company (excluding any accounts receivable and accounts payable incurred in the ordinary course of the Company’s business as part of the Company’s working capital) shall exceed the level on June 14, 2012; (ii) declare, set aside or pay any dividend or other distribution in respect of its equity interests, whether or not otherwise required pursuant to the terms of the JV Contract, or, except for the EET Loan Repayments as required under Section 5.1(f), make payments to EET under or related to loans from EET to the Company; (iii) effect any recapitalization, reclassification, or any change in the capitalization of the Company, or amend the terms of any outstanding equity interests of the Company (other than as contemplated under Section 5.1(d)); (iv) terminate, amend, restate, supplement or waive any rights under any material Contract, other than in the ordinary course of business; (v) acquire any material properties or assets or sell, assign, license, transfer, convey, lease or otherwise dispose of any of the material properties or assets of, or used by, the Company, other than in the ordinary course of business; (vi) issue, create, incur, assume, guarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently or otherwise) any indebtedness from third parties, other than in the ordinary course of business; (vii) enter into any commitment for capital expenditures of the Company other than in the ordinary course of business and consistent with past practice, or increase the compensation level of any board member or consultant; (viii) except as may be required by the generally accepted accounting principles in the PRC or as a result of changes in applicable laws and regulations in the PRC, make a change in its accounting or tax reporting principles, methods or policies except as required by applicable laws and regulations; (ix) materially change or modify its credit, collection or payment policies or practices, other than in the ordinary course of business; (x) change the Company’s commercial banks and related signatories in effect on the date hereof; (xi) take any action which would materially and adversely affect the ability of the Parties to consummate the Transactions; (xii) except as contemplated under this Agreement, make or change any material tax election, settle or compromise any material tax liability, file any material Tax Return, amend any Tax Return, or enter into any closing or other tax agreement with a Government Authority; or (xiii) agree to do anything (A) prohibited by this Section 5.2, or (B) intended to make any of the representations and warranties of the Seller or Purchaser in this Agreement or untrue or incorrect in any material respect or could result in any of the conditions to the Closing not being satisfied. (c) Notwithstanding anything to the contrary provided herein, this Section 5.2 shall not be interpreted to restrict or prohibit the Company from performing any of its obligations under any existing Contract with respect to which the Company has performance obligations beyond the Signing Date, or otherwise adversely affect the Company’s ability to carry on its normal business operations and management.