Common use of Operation of the Business Clause in Contracts

Operation of the Business. Except as required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, Seller covenants that, in respect of the Business, until the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts to continue, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, Seller shall not and shall cause the Other Sellers not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld or delayed), take any of the following actions with respect to the Business: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien, any of the Purchased Assets other than (i) sales of inventory in the ordinary course of business, (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted Liens; (b) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable Law; (f) cancel, compromise, release or assign any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than in the ordinary course of business; (i) enter into any material financing arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business; (j) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to any Lien (other than Permitted Liens), other than in the ordinary course of business; (k) make any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise to take any of the foregoing actions; or (r) take or suffer to be taken any action that would result in any breach of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through the Closing Date.

Operation of the Business. (a) Except as required by otherwise provided in this Agreement (including with respect to Restructuring Activities, in connection with Seller’s obligations under Section 2.6 and Section 6.1(d)) or the other Transaction Documents, as disclosed in Section 6.1 Schedule 6.1(a) of the Disclosure LetterLetter (organized by the applicable subclause below), as may be necessary to comply with applicable Laws, or as taken in good faith as reasonably necessary to implement or in response to any COVID-19 Measures (with respect to which Seller covenants thathas reasonably consulted with Buyer as promptly as reasonably practicable), in respect of from the Business, until the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts to continue, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, Agreement Date until the Closing, without the prior written approval of Buyer (which approval shall not be unreasonably withheld, conditioned or delayed), (x) Seller shall, and it Seller shall cause the Other Sellers in respect of the Business its Subsidiaries to, continue to operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 course of the Disclosure Letter, without limiting the generality of the foregoing, business consistent with past practice and (y) Seller shall not not, and Seller shall cause the Other Sellers its Subsidiaries not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld or delayed), take any of the following actions with respect to to, in connection with, or which would impact or affect the Purchased Shares, the Purchased Assets, the Assumed Liabilities or the Business: (ai) amend or modify the Organizational Documents of any Purchased Entity; (ii) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any LienLien (other than Permitted Liens), (A) any of the Purchased Shares or (B) the Purchased Assets (or assets or property which would have been Purchased Assets, but for such transfer or disposition), in each case other than (iI) sales or non-exclusive licenses of inventory in the ordinary course of businessinventory, (ii) other transfers, leases, licenses and dispositions made Products or Intellectual Property Rights in the ordinary course of business that are not material individually or in the aggregate, (II) sales or dispositions of obsolete or inoperable Purchased Assets; (iii) Permitted Liens; issue, sell, transfer, pledge, dispose of or otherwise subject to a Lien (bother than transfer restrictions under securities Laws generally) directly any capital stock or indirectlyother equity interests (including for all purposes of this Section 6.1(a) any restricted stock, through any officerrestricted stock unit, director performance stock unit, phantom stock, stock appreciation rights, rights to share in the profits or agentdistributions or other similar rights), solicit inquiries voting interest or proposals that constitutesecurities convertible into or exchangeable or exercisable for, or are intended to lead to a proposal subscriptions, rights or offer from, provide any confidential information options with respect to, or initiate any discussions or negotiations or cooperate withwarrants to purchase, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition similar agreements or commitments relating to, the capital stock or other equity interests or voting interests of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity Purchased Entity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to authorize any of the foregoing; (civ) engage (A) with respect to any Purchased Entity, declare, set aside, or pay any non-cash dividend or other distribution (other than to another Purchased Entity) or (B) reclassify, combine, split, redeem, purchase or otherwise acquire, directly or indirectly, any outstanding shares of any capital stock or other equity interest of, or make any other change in the capital structure of, any Purchased Entity; (v) with respect to any Purchased Entity, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or otherwise alter a Purchased Entity’s legal structure; (vi) with respect to any Purchased Entity, (A) prepare or file any Tax Return inconsistent with past practice, (B) make, change or revoke any Tax election, (C) file any amended Tax Return except as required by applicable Law, (D) settle or compromise any material transaction concerning the Business or the Purchased Assetsclaim related to Taxes, including by making any material expenditure, investment, or commitment or entering (E) enter into any material closing agreement or arrangement of similar agreement related to Taxes, (F) otherwise settle any kindmaterial dispute relating to Taxes, except for without the consent of Purchaser(G) surrender any right to claim a Tax refund, which will not be unreasonably delayed offset or withheldother reduction in Tax Liability, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregateor (H) request any ruling or similar guidance with respect to Taxes; (dvii) grant (A) create, incur, assume or sell guarantee any option Indebtedness, in respect of which any Purchased Entity would be an obligor or right which would constitute an Assumed Liability, other than any Indebtedness that is incurred or committed to purchase any of the Purchased Assets that are material be incurred prior to the Business individually or Effective Time in the aggregateordinary course of business and is included in Estimated Business Indebtedness; (eviii) (iA) grant any material increase in the compensation or benefits arrangements of a Continuing Employee or under any Transferred EmployeesSeller Benefit Plan or grant any new retention, except for increases severance or termination pay to any Continuing Employee or (B) enter into or amend any Seller Benefit Plan or employment, consulting, indemnification, severance, retention or termination agreement with any Continuing Employee, in the compensation of such employees each case, other than (AI) in the ordinary course of businessbusiness in an amount not to exceed $50,000, (BII) required as reflected in the budget or financial forecast provided to Buyer prior to the Agreement Date, (III) as a result of collective bargaining or other labor, works council or other similar agreements with such employees as in effect on the date hereof Agreement Date and disclosed in Schedule 4.5(a)(xiv) of the Disclosure Letter, or (CIV) as required by applicable Law from time to time in effect or by the terms of any employee benefit plan, program or arrangement sponsored by Seller Plan or one of its Subsidiaries as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than Agreement Date and disclosed in Schedule 4.13 of the ordinary course of business or as required by applicable LawDisclosure Letter; (fix) cancel, compromise(A) waive, release or assign any material indebtedness rights or claims, or settle or compromise any Proceeding, unless (I) such settlement or other action will not impose future restrictions or requirements on the Business or any Purchased Entity or any of their respective assets or properties and (II) all amounts paid in respect thereof are Excluded Liabilities or are paid or otherwise satisfied in full prior to the Closing, (B) enter into any consent decree or settlement agreement with any Governmental Authority, or (C) cancel any third party Indebtedness owed to it the Business or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, Entity other than in the ordinary course of business; (ix) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or material portion of the assets of, any business or Person or division thereof or enter into any joint venture, strategic alliance or partnership agreement; (xi) except as is required by applicable Law or by GAAP, make any material financing arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or change in the aggregate Business’ methods, principles and that are entered into practices of accounting or accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except in the ordinary course of business; (jxii) mortgage except in the ordinary course of business, (x) enter into any Contract that if in effect on the Agreement Date would be a Material Contract, (y) amend in any material respect, renew or pledge waive any material provision of any Material Contract (or any Contract that would have been a Material Contract if in effect on the Purchased Assets or subject any of the Purchased Assets to any Lien (Agreement Date), other than Permitted Liensautomatic renewals in accordance with the terms of such Contract, or (z) rescind or terminate any Material Contract (or any Contract that would have been a Material Contract if in effect on the Agreement Date), ; provided that expirations of Contracts in accordance with their terms shall not be deemed a termination; (xiii) enter into or modify in any material respect any material special pricing arrangements or rebate structures other than in the ordinary course of business; (kxiv) commit to make any changes capital expenditures or research and development expenditures in excess of $100,000 individually or $200,000 in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operationsaggregate, other than non-material changes as contemplated in the Business’s current budget or financial forecast attached as Schedule 6.1(a)(xiii) of the Disclosure Letter; (xv) enter into any lease of real property or any lease of personal property that involves payments in excess of $100,000 or any renewals thereof (other than automatic renewals pursuant to the terms of such lease); (xvi) permit the lapse of any right relating to Intellectual Property Rights or any other intangible asset used in the Business, in each case except in the ordinary course of business; (lxvii) institute (x) purchase or settle acquire any material legal proceeding with respect real property that is primarily related to the Business, or transfer, convey, sell or dispose of any Real Property or (y) except in the ordinary course of business, (A) enter into any Contract for the lease of any real property that is primarily related to the Business (other than Real Property Leases in respect of Real Property in accordance with this Agreement), (B) amend in any material respect, renew or waive any material provision of any Real Property Lease (other than ordinary course renewals in accordance with the terms of such lease), or (C) rescind, allow to expire or terminate any Real Property Lease; (mxviii) take amend, permit to lapse or fail to continue in full force and effect without material modification any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, existing policies or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax electionsbinders of insurance, in each case, in a manner disproportionately adverse to the Business or assets of the type that would impose a Tax Liability on Purchaser after the Closingbe Purchased Assets as compared to Seller Parties other businesses or assets; (pxix) take any action to cause terminate the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders employment of any Governmental Authorities applicable theretoBusiness Employee except in the ordinary course of business; (qxx) agree in writing transfer or make provision for the transfer of the employment of any employee into the Business who, prior to such action, is not characterized as a Business Employee or otherwise provide for such employee to take become characterized as a Business Employee (including changing the status of any employee of Seller or its Subsidiaries to that of a “Business Employee”), except transfers in order to fill a vacant position which arises as a result of the foregoing actionscessation of employment of a Business Employee on a one-to-one basis following the date of this Agreement, or transfer or make provision for the transfer of the employment of any employee out of the Business who, prior to such action, is characterized as a Business Employee or otherwise provide for any such employee to cease to be characterized as a Business Employee, except for terminations for cause or resignations by any such employees; or (rxxi) agree or commit to do any of the foregoing. (b) If Seller or any of its Subsidiaries desires to take an action which would be prohibited pursuant to Section 6.1(a)(i) through Section 6.1(a)(xxi) without the written consent of Buyer, prior to taking such action, Seller may request such written consent by sending an electronic mail to the Representatives of Buyer listed on Schedule 6.1(b) of the Disclosure Letter. Buyer will either deliver to Seller written consent or suffer a denial notification via electronic mail within five Business Days after Buyer receives a written request by Seller pursuant to this Section 6.1. If no such consent or denial is received by Seller within ten Business Days of its request in accordance with this Section 6.1, Buyer will be deemed to have granted its consent to such action(s) requested by Seller. (c) Nothing contained in this Agreement shall give Buyer, directly or indirectly, the right to control or direct the operations of the Business and prior to the Closing, Seller and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their respective businesses and operations. (d) Notwithstanding any provision herein to the contrary, but subject to Section 6.15, prior to the Effective Time, without the consent of Buyer, each of Seller and its Subsidiaries will be permitted to (i) declare and pay dividends and distributions of, or otherwise transfer or advance, (A) to Seller or any Subsidiary thereof (other than by intercompany loan or advance or other transactions that result in the creation of an intercompany receivable or payable of Seller or any of its Subsidiaries (other than the Purchased Entities) that is payable by or to a Purchased Entity that would remain outstanding following the Closing or would otherwise be transferred to Buyer or any of its Subsidiaries), (I) any Excluded Assets (including in connection with any “cash sweep” or cash management practices), (II) any other assets that are not expressly contemplated to be taken owned or held by Buyer, an Other Buyer or a Purchased Entity pursuant to this Agreement, the Local Transfer Agreements or other Transaction Documents and (III) any action Seller books and records that are not also Business Records that will be solely owned by Buyer pursuant to Appendix A, and in each case under this clause (A), that would result not impact or affect the Purchased Shares, the Purchased Assets, the Assumed Liabilities or the Business or (B) to any Purchased Entity (other than by intercompany loan or advance or other transaction that results in the creation of an intercompany receivable or payable of Seller or any breach of any representation its Subsidiaries (other than the Purchased Entities) that is payable by or warranty set forth in Section 4.16(b) if such representations and warranties were made through to a Purchased Entity that would remain outstanding following the Closing Dateor would otherwise be transferred to Buyer or any of its Subsidiaries), (I) any Purchased Assets, (II) any Purchased Shares or (III) any Business Records, (ii) make any payments under, or repay (in part or in full), any Indebtedness prior to the Effective Time, and (iii) execute, deliver and perform obligations required under the Local Transfer Agreements and the other Transaction Documents.

Operation of the Business. (a) Except as (A) required by applicable Law, Order or a Governmental Entity, (B) set forth in Section 4.01(a) of the Parent Disclosure Letter, (C) consented to by Buyer in writing (which consent shall not be unreasonably withheld, delayed or conditioned), (D) as required to implement the Internal Reorganization in accordance with the Steps Plan or (E) as expressly required by this Agreement or any other Transaction Document, between the date of this Agreement and the earlier of the Closing and the termination of this Agreement in accordance with Article VII, Parent shall (solely with respect to the Business), and shall cause each Business Company and, solely with respect to the Business, each other Subsidiary to, subject to the restrictions and exceptions set forth in this Section 4.01 or elsewhere in this Agreement or any other Transaction Document, (x) conduct the Business in the ordinary course of business in all material respects and (y) use commercially reasonable efforts to (1) preserve intact its business organizations (except as required to implement the Internal Reorganization in accordance with the Steps Plan), (2) retain the Business’s current officers and (3) preserve the Business’s relationship with its Key Customers, Key Suppliers, employees and others having business dealings with the Business; provided that no action with respect to matters specifically addressed by Section 4.01(b) shall be deemed to be a breach of this Section 4.01(a) unless such action would constitute a breach of Section 4.01(b). (b) Without limiting the foregoing, except in respect of matters (A) required by applicable Law, Order or a Governmental Entity, (B) set forth in Section 4.01(b) of the Parent Disclosure Letter, (C) consented to by Buyer in writing (which consent shall not be unreasonably withheld, delayed or conditioned), (D) required to implement the Internal Reorganization in accordance with the Steps Plan or (E) as required by this Agreement or as disclosed in Section 6.1 any other Transaction Document, between the date of this Agreement and the earlier of the Disclosure LetterClosing and the termination of this Agreement in accordance with Article VII, Seller covenants that, in respect of Parent shall not (solely to the extent related to the Business), until the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts to continue, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, Seller shall not and shall cause the Other Sellers not toeach Business Company and, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld or delayed), take any of the following actions solely with respect to the Business, each other Subsidiary not to: (ai) transferin the case of any Business Company, (A) issue, deliver, sell, leasepledge or transfer any of its capital stock or other equity securities, license (B) adjust, split, combine or reclassify any shares of its capital stock or other equity interests or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, its capital stock or other equity interests, (C) grant any options, warrants, calls, rights, “phantom” stock rights, stock appreciate rights or stock-based performance units or other securities convertible into or exchangeable or exercisable for, or rights to purchase, subscribe for or otherwise convey acquire any shares of its capital stock or dispose ofequity interests or securities of a Business Company, or subject (D) repurchase, redeem or otherwise acquire or offer to any Lienrepurchase, redeem or otherwise acquire, directly or indirectly, any shares of the Purchased Assets its capital stock or other than (i) sales of inventory in the ordinary course of business, equity interests; (ii) in the case of any Business Company, declare, set aside, make or pay any dividend or other transfersdistribution, leasespayable in cash, licenses and dispositions stock, property or otherwise, with respect to any of its capital stock or other equity interests, other than any dividends or other distributions from any wholly owned Business Subsidiary to a Transferred Company or any other wholly owned Business Subsidiary that are made prior to the Closing Date; (iii) amend or modify the organizational or similar documents of any Business Company; (iv) (A) acquire or agree to acquire in any manner (including by merger, consolidation, acquisition of stock, equity interests or assets or any other business combination) any corporation, partnership, other business organization or division or any material properties, equity interests or assets from any third party, (B) enter into any joint venture or other similar partnership with any third party or (C) make any loans or capital contributions to, or investments in, any Person, other than to or in any wholly-owned Business Company, except for extensions of trade credit in the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted Liensconsistent with past practice; (b) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable Law; (f) cancel, compromise, release or assign any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (hv) sell, transfer, license assign, lease, mortgage, license, abandon or otherwise convey or dispose of any Transferred of the material properties or assets of the Business (including any capital stock or other equity interests of any Business Subsidiary); (vi) abandon, fail to maintain, sell, transfer, assign, license, cancel, allow to lapse or expire or otherwise dispose of any Registered Intellectual Property or other material Owned Intellectual Property, other than non-exclusive licenses granted to customers of the Business Companies in the ordinary course of business; (ivii) enter into fail to maintain or protect the confidentiality of any material financing arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, trade secrets and other than such amounts that are not material individually or confidential information included in the aggregate and that are Owned Intellectual Property, except for disclosures pursuant to confidentiality obligations entered into in the ordinary course of business; (jviii) mortgage pledge, mortgage, encumber or pledge any of the Purchased Assets or otherwise subject any of the Purchased Assets to any a Lien (other than a Permitted LiensLien) any of the material properties or assets of the Business (including any capital stock or other equity interests in any Business Company); (ix) other than borrowings in the ordinary course of business under lines of credit or similar arrangements in existence as of the date of this Agreement, incur, assume, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any indebtedness for borrowed money with an aggregate principal amount in excess of $500,000, other than (A) indebtedness that shall be repaid, settled, canceled or terminated prior to the Closing, (B) intercompany indebtedness between the wholly-owned Business Companies in accordance with (including as to amounts) past practice, and (C) indebtedness to replace existing indebtedness (on substantially similar or better terms and not in amount greater than the existing indebtedness that it is replacing) that is maturing, expiring or otherwise terminating; (x) enter into any swap or hedging transaction or other derivative agreement other than in the ordinary course of business consistent with past practice (but, in any event, not for speculative purposes); (xi) except (A) as required pursuant to the terms of any Benefit Plan or Collective Bargaining Agreement as in effect as of the date of this Agreement or adopted, established, entered into or amended after the date of this Agreement not in violation of this Agreement, (B) as contemplated in Section 5.04 of this Agreement, (C) as may be initiated by Parent or one or more of Parent’s Affiliates in good faith with respect to their employees generally in the applicable jurisdiction or geographic location in the ordinary course of business consistent with past practice and in a manner that does not target or otherwise disproportionately affect the Business Employees or (D) arrangements that will not result in any liability under this Agreement or otherwise to Buyer or its Affiliates (including any Business Company), (1) grant to any Business Employee who is entitled to annual salary or fees in excess of $125,000 any material increase in compensation or any material increase in severance, change of control, retention, transaction bonus or termination pay, (2) accelerate the time of payment or vesting of, the lapsing of restrictions or waiving of performance conditions with respect to, or fund or otherwise secure the payment of, any compensation or benefits to any Business Employee under any Benefit Plan, (3) enter into, terminate or materially amend any Benefit Plan (other than an Assumed Benefit Plan), or enter into, terminate or amend any Assumed Benefit Plan or enter into, terminate, amend or negotiate any Collective Bargaining Agreement (provided, however, that the foregoing clauses (1), (2) and (3) shall not restrict any Business Company from providing, or making available to, employees who are newly hired or promoted based on job performance or workplace requirements (in each case in the ordinary course of business), compensation and benefit arrangements (including incentive grants) and Benefit Plans that are substantially consistent with the compensation and benefit arrangements (including incentive grants) and Benefit Plans previously provided to newly hired or promoted employees in similar positions), (4) take any action to fund or in any other way secure the payment of compensation or benefits to any Business Employee under any Benefit Plan, (5) take any action that affects whether or not any employee spends at least 50% of his or her work time in the operation of the Business, including by transferring, hiring or terminating any employees, other than hiring or terminating an employee who is entitled to annual salary or fees of $125,000 or less in the ordinary course of business, terminations due to death, disability or for cause, as determined by Parent and its Affiliates (including the Business Companies) in good faith or hiring or transferring any employees to replace a departed Business Employee in the ordinary course of business consistent with past practice, (6) defer any payroll or other Taxes payable by any Business Company or any employee of any Business Company pursuant to the CARES Act or otherwise or (7) announce or implement any mass layoff or other material reduction in force in respect of any Business Employees, or any furlough, work schedule reduction or similar program affecting (x) ten (10) or more Business Employees or (y) substantially all Business Employees in any jurisdiction; (xii) except for any actions related to any Parent Consolidated Tax Return or Parent Consolidated Group that would not have any material and adverse effect on Buyer or its Affiliates (including for periods after the Closing, the Business Companies), (A) make or change any material Tax election with respect to the Business or the Business Companies (including for this purpose making any entity classification election not specifically provided for in this Agreement), (B) settle or compromise any material Tax Proceeding or Tax claim, if such Tax Proceeding or Tax claim could reasonably be expected to have material Tax consequences (including with respect to effects on future Tax liabilities) to Buyer (or its Affiliates) that are not fully indemnified under the terms of this Agreement, (C) file any Tax Return with respect to the Business or the Business Companies in a manner that is materially inconsistent with past practices, (D) adopt or change any Tax accounting period or other material method of Tax accounting, (E) enter into any Tax allocation, sharing or similar agreement (other than Ordinary Course Contracts), (F) surrender any right to claim a material Tax refund, credit or other benefit or (G) make any voluntary Tax disclosure or Tax amnesty or similar filing with respect to matters that could reasonably be expected to implicate liabilities for which Buyer or its Affiliates would be liable; (xiii) change any methods or principles of financial accounting used by the Business, except as required by GAAP (or any interpretation thereof) or the Financial Accounting Standards Board or any similar organization; (xiv) release, compromise or settle any Action (A) involving payments (exclusive of attorney’s fees) by the Business Companies in excess of $1,000,000 individually or in excess of $2,500,000 in the aggregate, (B) granting injunctive or other equitable remedy against the Business Companies or the Business or (C) which imposes any material restrictions on the operations of the Business; (xv) adopt or enter into any plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any Business Company; (xvi) prior to the date that is nine (9) months after the date of this Agreement, enter into any material line of business outside of the Business or abandon or discontinue any existing material line of business; (xvii) terminate or cancel any of the insurance policies of or covering the Business or any Business Company, including allowing the policies to expire without renewing such policies or obtaining comparable replacement coverage, or prejudicing rights to insurance payments or coverage; (xviii) (x) other than in the ordinary course of business, enter into any Contract that, if entered into prior to the date hereof, would be required to be set forth on Section 2.17(a) of the Parent Disclosure Letter (other than clauses (iv), (vii) or (xix) thereof), and (y) enter into any Contract that, if entered into prior to the date hereof, would be required to be set forth on clause (iv), (vii) or (xix) of Section 2.17(a) of the Parent Disclosure Letter; (kxix) make any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business, amend, modify, renew, terminate or extend, or waive any claim or right under, or terminate any Material Contract; (lxx) institute subject to Section 5.25, make or settle commit to make, any material legal proceeding capital expenditure in excess of $1,000,000 individually, or $5,000,000 in the aggregate; (i) accelerate the collection or receipt of accounts receivable, discount any accounts receivable, or engage in any other activity that has or would reasonably be expected to have the effect of accelerating to pre-Closing periods accounts receivable that would otherwise be expected to be collected in post-Closing periods, or delay the payment of accounts payable or defer expenses or (ii) conduct its cash management practices other than in the ordinary course of business (including with respect to the Business;collection of accounts receivable, payment of accounts payable and accrued expenses, pricing and credit practices and operation of cash management practices generally); or (mxxii) authorize, commit or agree to take any of the actions described in this Section 4.01(b). (c) Notwithstanding anything to the contrary set forth in this Agreement, nothing contained in this Agreement or any other Transaction Document shall prevent Parent or its Subsidiaries (including the Business Companies) from taking any action or failing to take any action (1) in response to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, COVID-19 or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax electionsCOVID-19 Measures, in each case, to the extent reasonably necessary to mitigate a proximate risk to health and human safety and to the extent reasonably consistent with any such actions (or omissions) as Parent and its Subsidiaries have taken in response thereto prior to the date hereof and (2) in response to COVID-19 Measures, in each case, to the extent reasonably necessary to comply with such COVID-19 Measures, taking into account (x) the scope and duration of such act or failure to act and (y) the actions being taken by companies that would impose are similarly situated and that operate in similar industries in response to COVID-19 Measures, and, in each case, (i) no such actions or failure to take such actions shall be deemed to violate or constitute a Tax Liability on Purchaser after breach of this Agreement, (ii) all such actions or failure to take such actions shall be deemed to constitute an action taken in the Closing; ordinary course of business, and (piii) no such actions or failure to take such actions shall serve as a basis for Buyer to terminate this Agreement or assert that any action of the conditions to cause the Purchased Assets Closing contained herein have not been satisfied; provided that, to the extent reasonably practicable, Parent shall consult with Buyer prior to taking any such material actions, or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise failing to take any of the foregoing such material actions; or. (rd) take Nothing contained in this Agreement or suffer any other Transaction Document shall give Buyer, directly or indirectly, the right to be taken control or direct the operations of Parent or its Subsidiaries (including any action that would result in any breach Business Company) prior to the Closing. Prior to the Closing, Parent and its Subsidiaries (including the Business Companies) shall exercise, consistent with the terms and conditions of any representation or warranty set forth in Section 4.16(b) if such representations this Agreement and warranties were made through the Closing Dateother Transaction Documents, complete unilateral control and supervision over their business operations (including the Business).

Operation of the Business. (a) Except (A) as set forth in Section 7.1(b) of the Oceanbulk Disclosure Letter, (B) as expressly required by this Agreement Agreement, or (C) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that Parent shall respond as disclosed soon as reasonably practicable in the manner set forth in the last sentence of this Section 6.1 7.1 and shall be deemed to have consented if it does not respond within five (5) Business Days following receipt of an Oceanbulk Holdco’s written request for such response), from the date hereof until the Effective Time, each of the Disclosure LetterOceanbulk Holdcos shall, Seller covenants that, in respect and shall cause each of the Business, until the Closing it will, and it will cause the Other Sellers other Oceanbulk Companies to, use commercially reasonable efforts to continue, carry on its business in the ordinary course and in a manner consistent with the past practice of the Businessand to use its commercially reasonable efforts to (i) preserve intact its present business organization, goodwill and material assets, (ii) maintain in effect all Governmental Authorizations required to carry on its business as now conducted, (iii) keep available the services of their respective its present officers and other employees engaged in (provided that they shall not be obligated to increase the Business through the Closingcompensation of, to maintain or make any other payments or grant any concessions to, such officers and employees), and (iv) preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business present relationships with customers, suppliers and other Persons with which it with has a view toward preserving for Purchaser and its Designeesbusiness relationship (provided, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller shall, and it that they shall cause the Other Sellers in respect of the Business to, continue not be obligated to operate and conduct the Business in all material respects make any payments or grant any concessions to such Persons other than payments in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without course consistent with past practice). (b) Without limiting the generality of Section 7.1(a) or of Section 7.2 below, except (A) as set forth in Section 7.1(b) of the foregoingOceanbulk Disclosure Letter or Section 7.1(b) of the Parent Disclosure Letter, Seller as applicable, (B) as expressly required by this Agreement, or (C) with the prior written consent of Parent (in the case of the Oceanbulk Holdcos) or the Sellers’ Representative (in the case of Parent) (in each case, such consent not to be unreasonably withheld, conditioned or delayed; provided, that each party shall respond as soon as reasonably practicable in the manner set forth in the last sentence of this Section 7.1 and shall be deemed to have consented if it does not respond within five (5) Business Days following receipt of such other party’s written request for such response), from the date hereof until the Effective Time, each of the Oceanbulk Holdcos and Parent shall not, and they shall cause the Other Sellers other Oceanbulk Companies and their Subsidiaries, respectively, not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld or delayed), take do any of the following actions with respect to the Businessfollowing: (ai) transferamend its certificate of formation, limited liability company agreement, articles of incorporation, bylaws or other comparable charter or organizational documents (whether by merger, consolidation or otherwise); (ii) (A) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock, property or otherwise) in respect of, any of its equity or equity-linked securities, other than from a wholly-owned Subsidiary to its parent, (B) split, combine or reclassify any of its equity or equity-linked securities, (C) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, any of its equity or equity-linked securities, (D) purchase, redeem or otherwise acquire any of its equity or equity-linked securities, or (E) take any action that would result in any material amendment, modification or change of any term of, or material default under, any Indebtedness of any Oceanbulk Company, Parent or its Subsidiaries, as applicable; (iii) (A) issue, deliver, sell, leasegrant, license pledge, transfer, subject to any Lien or otherwise convey encumber or dispose of, or subject to any Lien, any of the Purchased Assets other than (i) sales of inventory in the ordinary course of business, (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually its equity or in the aggregateequity-linked securities, or (iiiB) Permitted Liensamend any term of any of its equity or equity-linked securities (in each case, whether by merger, consolidation or otherwise); (biv) directly accelerate or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees delay (A) in the ordinary course payment of business, any accounts payable or other liability or (B) required as a result the collection of collective bargaining notes or other agreements with such employees as accounts receivable, in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Planeach case, other than in the ordinary course of business consistent with past practice; (v) incur more than $1,000,000 of capital expenditures, in the aggregate (other than capital expenditures constituting extras under a Material Contract or a Parent Material Contract, as applicable, for Newbuildings); (vi) acquire or commit to acquire (A) all or any substantial portion of a business or Person or division thereof (whether by purchase of stock, purchase of assets, merger, consolidation, or otherwise), or (B) any assets or properties involving a price in excess of $1,000,000 in the aggregate; (vii) enter into any contract that, if in existence on the date hereof, would be a Material Contract or a Parent Material Contract, or materially amend, modify, extend or terminate any Material Contract or Parent Material Contract, as applicable, or any Interested Party Transaction or Parent Interested Party Transaction, as applicable (other than renewals of any Material Contracts or Parent Material Contracts, as applicable, in the ordinary course of business, the expiration of any such Contract in accordance with its terms, and the termination of any such Contract in connection with any breach by the applicable counterparty); (viii) sell, lease, license, pledge, transfer, subject to any Lien or otherwise dispose of, any of its assets or properties except (A) sales of used equipment in the ordinary course of business consistent with past practice, (B) Permitted Liens or Parent Permitted Liens, as applicable, incurred in the ordinary course of business consistent with past practice; (ix) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any Oceanbulk Company or of Parent or its Subsidiaries, as applicable, or enter into any agreement with respect to the voting of its capital stock or other securities held by any Oceanbulk Company or by Parent or any of its Subsidiaries, as applicable; (x) (A) grant to any current or former director, officer, employee or consultant any increase or enhancement in compensation, bonus or other benefits, (B) grant to any current or former director or executive officer or employee any right to receive severance, change in control, retention or termination pay or benefits or any increase in severance, change of control or termination pay or benefits, except to the extent required under applicable Law or existing Oceanbulk Benefit Plans or Parent Benefits Plans, as applicable, or existing policy, or (C) adopt, enter into or amend or commit to adopt, enter into or amend any Oceanbulk Benefit Plan or Parent Benefit Plan, as applicable, except for amendments as required under applicable Law or pursuant to the terms of such plan; (xi) except as required by applicable LawGAAP or Regulation S-X under the 1934 Act, make any change in any method of accounting principles, method or practices; (fxii) cancel(A) incur or issue any Indebtedness (other than accrual of interest and drawdowns under Material Contracts or Parent Material Contracts, compromiseas applicable, release existing as of the date hereof), (B) make any loans, advances or assign any material indebtedness owed to it or any material claims held by itcapital contributions to, or investments in, any material rights that would otherwise be part other Person (other than pursuant to Material Contracts (excluding any Contracts relating to Heron) or Parent Material Contracts, as applicable, existing as of the Purchased Assets date hereof), or Business(C) repay or satisfy any Indebtedness other than repayment of Indebtedness in accordance with the terms thereof; (gxiii) terminate change any method of Tax accounting, make or change any material Tax election, file any material amended return, settle or compromise any material Tax liability, fail to complete and file, consistent with past practice, all Tax Returns required to be filed by any Oceanbulk Company or Parent or any of its Subsidiaries, as applicable, fail to pay all amounts shown due on such Tax Returns, agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of material Taxes, enter into any closing agreement with respect to any material Tax, surrender any right to claim a material Tax refund, offset or otherwise reduce Tax liability or take into account on any Tax Return required to be filed prior to the Closing any adjustment or benefit arising from the Transactions; (xiv) institute, settle, or agree to settle any action, suit, litigation, investigation or proceeding pending or threatened before any arbitrator, court or other Governmental Authority, in each case in excess of $300,000 or that imposes material injunctive or other non-monetary relief (other than by expiration) in connection with any undertaking or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification proposed settlement disclosed in Section 6.19 of any such Contract) in any material respect the terms of any Assumed Material ContractParent Disclosure Letter); (hxv) selldisclose, transferor consent to the disclosure of, license any of its trade secrets or otherwise convey or dispose of any Transferred Business Intellectual Propertyother proprietary information, other than in the ordinary course of businessbusiness consistent with past practice and pursuant to an appropriate non-disclosure agreement; (ixvi) waive, release or assign any claims or rights having a value of $300,000 individually or $1,000,000 in the aggregate (other than in connection with any undertaking or proposed settlement disclosed in Section 6.19 of the Parent Disclosure Letter); (xvii) fail to use commercially reasonable efforts to cause the current insurance (or re-insurance) policies maintained by any Oceanbulk Company or by Parent or its Subsidiaries, as applicable, including directors’ and officers’ insurance, not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing having comparable deductions and providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums or less are in full force and effect; provided that none of the Oceanbulk Companies, Parent or its Subsidiaries shall obtain or renew any insurance (or reinsurance) policy for a term exceeding twelve (12) months; (xviii) directly or indirectly (A) purchase or construct any vessel or enter into any Contract for the purchase or construction of any vessel, (B) sell or otherwise dispose of any Vessel or Parent Vessel, as applicable, or enter into any contract for the sale or disposal of any Vessel or Parent Vessel, as applicable, (C) enter into any material financing arrangementcontract for the bareboat or time charter-out of any Vessel or Parent Vessel, agreement as applicable (including any Vessel or undertaking with Parent Vessel owned or chartered-in by any customer Oceanbulk Company or by Parent or any of its Subsidiaries, as applicable), (D) defer scheduled maintenance of any Vessel or Parent Vessel, as applicable, or (E) depart from any normal drydock and maintenance practices or discontinue replacement of spares in operating the Vessels or Parent Vessels, as applicable, provided, that none of the Business or any financial institutionOceanbulk Companies, leasing company or similar business that permits recourse to Purchaser Parent or any of its Subsidiaries which would constitute an Assumed Liabilitywill enter into any contract for the drydocking or repair of any Vessel or Parent Vessel, other than such amounts that are not material individually or as applicable, where the estimated cost thereof is in excess of $1,000,000 unless, in the aggregate case of this clause (E), such work is set forth in Section 7.1(b) of the Oceanbulk Disclosure Letter (in respect of the Vessels) or Section 7.1(b) of the Parent Disclosure Letter (in respect of the Parent Vessels), or cannot prudently be deferred and that are entered into in is required to preserve the ordinary course safety and seaworthiness of business;such Vessel or Parent Vessel, as applicable; or (jxix) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to any Lien (other than Permitted Liens), other than in the ordinary course of business; (k) make any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, authorize or enter into any Seller Plan a Contract or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise to take any of the foregoing actions; or actions described in clauses (ri) through (xviii) of this Section 7.1(b). If any party desires to take an action which would be prohibited pursuant to this Section 7.1 or suffer Section 7.2 without the written consent of any other party, prior to be taken taking such action such party may request such written consent by sending an e-mail to all of the individuals set forth in Section 7.1 of the Parent Disclosure Letter (in the case of the Oceanbulk Holdcos) or Section 7.1 of the Oceanbulk Disclosure Letter (in the case of Parent). Any of the individuals set forth in Section 7.1 of the Parent Disclosure Letter may grant consent on behalf of Parent and any of the individuals set forth in Section 7.1 of the Oceanbulk Disclosure Letter may grant consent on behalf of the Sellers’ Representative to the taking of any action that would result in any breach otherwise be prohibited pursuant to this Section 7.1 or Section 7.2 by e-mail or such other notice that complies with the provisions of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through the Closing Date12.2.

Operation of the Business. Except as required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, Seller covenants that, in respect of the Business, until the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts to continue, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by this Agreement contemplated ------------------------- hereby or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, Seller shall not and shall cause the Other Sellers not to, without the described on Schedule 6.3 or with Purchaser's prior written approval of Purchaser consent ------------ (which approval consent shall not be unreasonably withheld or delayed), take any during the period from the Closing through the end of the following actions applicable Interim Period, Seller will, and will cause the Assigning Subsidiaries to, conduct each Deferred Business Component only in the ordinary and normal course consistent with respect to past practices (the Business"Ordinary Course") and otherwise consistently with Section 2.4. In addition, except as otherwise contemplated hereby or with Purchaser's prior written consent (which consent shall not be unreasonably withheld or delayed), during the period from the Closing through the end of the applicable Interim Period, Seller will, and Seller will cause the Assigning Subsidiaries to: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject use commercially reasonable efforts to any Lien, any preserve the goodwill of the Purchased Assets other than (i) sales customers, licensees, distributors, suppliers and employees of inventory in the ordinary course of business, (ii) other transfers, leases, licenses each Deferred Business Component and dispositions made in the ordinary course of others having business that are not material individually or in the aggregate, or (iii) Permitted Liensrelations with such Deferred Business Component; (b) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead comply in all material respects with the provisions of all Contracts subject to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser Deferred Conveyance and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than applicable Law in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any operation of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoingDeferred Business Component; (c) engage in not enter into any material transaction concerning the Business or the Purchased Assets, including new agreement that would be a Contract subject to a Deferred Conveyance (other than Product Contracts on Seller's standard forms previously approved by making any material expenditure, investmentPurchaser), or commitment terminate, modify, amend, renew or entering into waive any material agreement or arrangement of right under any kindContract subject to a Deferred Conveyance, except for without the consent of Purchaserexcept, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregatecase of Product Contracts, immaterial waivers in the Ordinary Course; (d) grant not sell, lease, dispose of or encumber, or enter into any agreement for the sale, disposition or encumbrance of, all or any portion of any rights, properties or assets that are subject to a Deferred Conveyance, except in the Ordinary Course; provided, however, that Seller shall not, and shall cause the Assigning Subsidiaries not to, sell or otherwise dispose of any option Purchased Asset that is subject to a Deferred Conveyance having a book value (before depreciation or right amortization) of $10,000 or more without the prior written consent of Purchaser; (e) not grant, create or permit to purchase exist any Liens (other than Permitted Liens) on any of the Purchased Assets that are material subject to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable LawDeferred Conveyance; (f) cancelnot (i) increase in any manner the rate of compensation of any of the Dedicated Employees employed in any Deferred Business Component, compromise(ii) make or agree to make any payment pursuant to any Employee Plan, release including any payment of any pension, retirement allowance, severance or assign other employee benefit, for the benefit of the Dedicated Employees employed in any material indebtedness owed Deferred Business Component, (iii) adopt or enter into any additional Employee Plan, or employment or consulting agreement, for the benefit of or with any of the Dedicated Employees employed in any Deferred Business Component, or (iv) terminate the employment of any Dedicated Employee employed in any Deferred Business Component prior to it the conclusion of the applicable Interim Period (otherwise than for cause following notification to Purchaser of such intended action and the basis therefor), except, in any such case, as required by Law or in accordance with the terms of any agreement or any material claims held by it, or any material rights that would otherwise be part Employee Plan in effect as of the Purchased Assets or Businessdate hereof; (g) terminate (other than by expiration) not enter into any compromise or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification settlement of any such Contract) in any material respect the terms of any Assumed Material Contract; (h) selllitigation, transferaction, license suit, claim, proceeding or otherwise convey or dispose of any Transferred Business Intellectual Property, other than in the ordinary course of business; investigation that (i) enter into any material financing arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or result in the aggregate and that are entered into in the ordinary course imposition of business; (j) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to any Lien (other than Permitted Liens)) on any of the Purchased Assets that are subject to a Deferred Conveyance, other than in (ii) would be binding on Purchaser, or (iii) otherwise adversely affects the ordinary course of businessPurchased Assets that are subject to a Deferred Conveyance or any Deferred Business Component; (kh) make any changes in the pricing, billing, collection, reimbursement, discount not modify or warranty amend their accounting policies, practices and procedures for or the Business or its operationsmanner in which the books, other than non-material changes in the ordinary course records and financial statements of business; (l) institute or settle any material legal proceeding with respect Seller pertaining to the Business; (m) take any action to cause the Purchased Assets not that are subject to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan Deferred Conveyance or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets or the Deferred Business to not comply in all material respects with all Laws Component are prepared and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise to take any of the foregoing actions; or (r) take or suffer to be taken any action that would result in any breach of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through the Closing Datemaintained.

Operation of the Business. (a) Except (A) as required by this Agreement or as disclosed set forth in Section 6.1 7.1(a) of the Seller Disclosure Letter, Seller covenants that(B) as expressly required or contemplated by this Agreement, in respect or (C) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), from the date hereof until the earlier of the BusinessClosing or the date on which this Agreement is terminated pursuant to Section 11.1 (the “Interim Period”), until each of the Closing it willCompanies shall, and it will Seller shall cause each of the Other Sellers Companies to, use commercially reasonable efforts to continue, carry on its business in the ordinary course and in a manner consistent with the past practice of the Businessand to use its commercially reasonable efforts to (i) preserve intact its present business organization, goodwill and material assets, (ii) maintain in effect all Governmental Authorizations required to carry on its business as now conducted, (iii) keep available the services of their respective employees engaged its present officers and employees, if any (provided that they shall not be obligated to increase the compensation of, or make any other payments or grant any concessions to, such officers and employees), and (iv) preserve its present relationships with customers, suppliers and other Persons with which it has a business relationship (provided, that they shall not be obligated to make any payments or grant any concessions to such Persons other than payments in the Business through ordinary course consistent with past practice). (b) Without limiting the Closinggenerality of Section 7.1(a), to maintain and preserve intact the Business except (A) as set forth in all material respects and to maintain in all material respects the ordinary and customary relationships Section 7.1(b) of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Seller Disclosure Letter, (B) as expressly required or contemplated by this Agreement, or (C) with the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), from the date hereof until the Closing, Seller shalleach of the Companies shall not, and it Seller shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, Seller shall not and shall cause the Other Sellers Companies not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld or delayed), take do any of the following actions with respect to the Businessfollowing: (ai) transferamend its certificate of incorporation, articles of incorporation, bylaws or other comparable charter or organizational documents (whether by merger, consolidation or otherwise); (ii) except as provided in Section 8.1(a), (A) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock, property or otherwise) in respect of, any of its equity or equity-linked securities, (B) split, combine or reclassify any of its equity or equity-linked securities, (C) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, any of its equity or equity-linked securities, (D) purchase, redeem or otherwise acquire any of its equity or equity-linked securities, or (E) take any action that would result in any material amendment, modification or change of any term of, or material default under, any Indebtedness of any Company; (iii) (A) issue, deliver, sell, leasegrant, license pledge, transfer, subject to any Lien or otherwise convey encumber or dispose of, or subject to any Lien, any of the Purchased Assets other than (i) sales of inventory in the ordinary course of business, (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually its equity or in the aggregateequity-linked securities, or (iiiB) Permitted Liensamend any term of any of its equity or equity-linked securities (in each case, whether by merger, consolidation or otherwise); (biv) directly accelerate or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees delay (A) in the ordinary course payment of business, any accounts payable or other liability or (B) required as a result the collection of collective bargaining notes or other agreements with such employees as accounts receivable, in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Planeach case, other than in the ordinary course of business consistent with past practice; (v) incur more than $1,000,000 of capital expenditures, in the aggregate; (vi) acquire or commit to acquire (A) all or any substantial portion of a business or Person or division thereof (whether by purchase of stock, purchase of assets, merger, consolidation, or otherwise), or (B) any assets or properties involving a price in excess of $1,000,000 in the aggregate, other than pursuant to Material Contracts existing as of the date hereof; (vii) enter into any Contract, that, if in existence on the date hereof, would be a Material Contract, or materially amend, modify, extend or terminate any Material Contract or any Interested Party Transaction (other than Contracts entered into in the ordinary course of business, renewals of any Material Contracts in the ordinary course of business, the expiration of any such Contract in accordance with its terms, and the termination of any such Contract in connection with any breach by the applicable counterparty); (viii) sell, lease, license, pledge, transfer, subject to any Lien or otherwise dispose of, any of its assets or properties except (A) sales of used equipment in the ordinary course of business consistent with past practice, and (B) Permitted Liens incurred in the ordinary course of business consistent with past practice; (ix) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any Company or enter into any agreement with respect to the voting of its capital stock or other securities held by any Company; (x) (A) grant to any current or former director, officer, employee or consultant any increase or enhancement in compensation, bonus or other benefits, (B) grant to any current or former director or executive officer or employee any right to receive severance, change in control, retention or termination pay or benefits or any increase in severance, change of control or termination pay or benefits, except to the extent required under applicable Law or existing Company Benefit Plans or existing policy, or (C) adopt, enter into or amend or commit to adopt, enter into or amend any Company Benefit Plan except for amendments as required under applicable Law or pursuant to the terms of such plan; (xi) except as required by applicable LawGAAP, make any change in any method of accounting principles, method or practices; (fxii) cancel(A) incur or issue any Indebtedness (other than accrual of interest and drawdowns under Material Contracts existing as of the date hereof), compromise(B) make any loans, release advances or assign any material indebtedness owed to it or any material claims held by itcapital contributions to, or investments in, any material rights that would otherwise be part other Person (other than pursuant to Material Contracts existing as of the Purchased Assets date hereof), or Business(C) repay or satisfy any Indebtedness other than repayment of Indebtedness in accordance with the terms thereof; (gxiii) terminate (other than change any method of Tax accounting, make or change any material Tax election, file any material amended return, settle or compromise any material Tax liability, fail to complete and file, consistent with past practice, all Tax Returns required to be filed by expiration) or amend or modify (other than by automatic any Company, fail to pay all amounts shown due on such Tax Returns, agree to an extension or renewal if deemed an amendment waiver of the statute of limitations with respect to the assessment or modification determination of material Taxes, enter into any such Contract) in closing agreement with respect to any material respect Tax, surrender any right to claim a material Tax refund, offset or otherwise reduce Tax liability or take into account on any Tax Return required to be filed prior to the terms of Closing any Assumed Material Contractadjustment or benefit arising from the Transactions; (hxiv) sellinstitute, transfersettle, license or otherwise convey agree to settle any action, suit, litigation, investigation or dispose proceeding pending or threatened before any arbitrator, court or other Governmental Authority, in each case in excess of $300,000 or that imposes material injunctive or other non-monetary relief; (xv) disclose, or consent to the disclosure of, any Transferred Business Intellectual Propertyof its trade secrets or other proprietary information, other than in the ordinary course of businessbusiness consistent with past practice and pursuant to an appropriate non-disclosure agreement; (ixvi) waive, release or assign any claims or rights having a value of $300,000 individually or $1,000,000 in the aggregate; (xvii) fail to use commercially reasonable efforts to cause the current insurance (or re-insurance) policies maintained by any Company, including directors’ and officers’ insurance, not to be cancelled or terminated (other than at the Closing) or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse (other than at the Closing), replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing having comparable deductions and providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums or less are in full force and effect; provided, that none of the Companies shall obtain or renew any insurance (or reinsurance) policy for a term exceeding twelve (12) months; (xviii) directly or indirectly (A) purchase or construct any vessel or enter into any material financing arrangement, agreement Contract for the purchase or undertaking with construction of any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liabilityvessel, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business; (j) mortgage or pledge any pursuant to Material Contracts existing as of the Purchased Assets date hereof, (B) sell or subject any otherwise dispose of the Purchased Assets to any Lien (other than Permitted Liens), other than in the ordinary course of business; (k) make any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adoptVessel, or enter into any Seller Plan Contract for the sale or disposal of any planVessel, agreement, program, policy, trust, fund(C) defer scheduled maintenance of the Vessel, or other arrangement (D) depart from any normal drydock and maintenance practices or discontinue replacement of spares in operating the Vessel, provided, that could none of the Companies will enter into any Contract for the drydocking or repair of the Vessel where the estimated cost thereof is in excess of $1,000,000 unless, in the case of this clause (D), such work cannot prudently be an Seller Plan that would impose any Liability on Purchaser after deferred and is required to preserve the Closing;safety and seaworthiness of such Vessel; or (oxix) make any new, authorize or change any existing, Tax elections, in each case, that would impose enter into a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets Contract or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise arrangement to take any of the foregoing actions; or actions described in clauses (ri) take or suffer to be taken any action that would result in any breach through (xviii) of any representation or warranty set forth in this Section 4.16(b) if such representations and warranties were made through the Closing Date7.1(b).

Operation of the Business. Except as required by From the date of this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, Seller covenants that, in respect of the Business, until the Closing it willoccurs, and it Sellers will cause the Other Sellers to, use commercially reasonable efforts to continue, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects Assets, in the ordinary course. Except as otherwise required by this Agreement or as disclosed course of business consistent with past practice, (i) in Section 6.1 of the Disclosure Lettermaterial compliance with all applicable Laws, including, without limiting limitation, Environmental Laws, and (ii) in material compliance with all Basic Documents, in the generality case of both (i) and (ii), subject to any matters set forth on any schedules attached to this Agreement. From the foregoingdate hereof until Closing, Seller shall not each Seller, jointly and shall cause the Other Sellers severally with other Seller, agrees not to, without the Purchaser’s prior written approval of Purchaser (consent, which approval shall not be unreasonably withheld or delayed), take any of the following actions with respect to the Business: (a) transferexpend any funds in excess of $1,000,000 per operation or per well, sellor make any commitments to expend funds in excess of $1,000,000 per operation, lease, license or otherwise convey incur any other obligations or dispose of, or subject to any Lien, any of the Purchased Assets other than (i) sales of inventory in the ordinary course of business, (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted Liens; (b) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Planliabilities, other than in the ordinary course of business and as would a prudent operator, except in the event of an emergency requiring immediate action to protect life, prevent environmental contamination, or as required to preserve the Assets (including without limitation where needed to comply with any drilling obligations needed to maintain any Mineral Interest), provided that Sellers shall forward to Purchaser the applicable authorization for expenditure with respect to any operation under $1,000,000 but greater than $250,000; (b) (i) fail to comply with any drilling obligations needed to maintain any Mineral Interest (provided that the Parties agree that Sellers will drill one well (and only one well) during the period from the date of this Agreement until Closing occurs), or (ii) except where necessary to prevent the termination of a Mineral Interest or where needed to comply with any drilling obligations needed to maintain any Mineral Interest, propose the drilling of any additional xxxxx, or propose the deepening, plugging back or reworking of any existing xxxxx, or propose the abandonment of any xxxxx relating to the Oil & Gas Interests; (c) sell, transfer, mortgage, abandon or otherwise encumber any portion of the Assets other than sales and dispositions of Hydrocarbons and items of materials, supplies, Equipment, improvements or other personal property or fixtures forming a part of the Assets that have become obsolete or unusable; (d) enter into, terminate or modify any new Material Contract, other than any such Material Contract that terminates according to its terms other than a termination resulting from a breach by applicable LawSellers or their Affiliates with respect to such Material Contract; (e) fail to maintain any Governmental Authorization affecting the Assets; (f) cancel, compromise, release or assign enter into any settlement of any material indebtedness owed issues with respect to it any assets or any material claims held by it, audit or any material rights that would otherwise be part of the Purchased Assets other administrative or Businessjudicial proceeding with respect to Taxes for which Purchaser may have liability; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification let lapse any of any such Contract) Sellers’ insurance in any material force with respect to the terms of any Assumed Material ContractAssets; (h) selllet lapse any (i) Mineral Interest, transferor (ii) Surface Interest, license except where any such Mineral Interest or otherwise convey or dispose Surface Interest terminates pursuant to its existing terms through no fault of any Transferred Business Intellectual Property, other than in the ordinary course of business;Sellers; or (i) enter into any material financing arrangementauthorize or agree, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business; (j) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to any Lien (other than Permitted Liens), other than in the ordinary course of business; (k) make any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise otherwise, to take any of the actions prohibited in this Section 7.3. Notwithstanding the foregoing, Sellers will be free to do any of the foregoing actions; or without the consent of Purchaser where needed to comply with Sellers’ HSSE policies. Requests for approval of any action restricted by this Section 7.3 shall be delivered to the following individual, who shall have full authority to grant or deny such requests for approval on behalf of Purchaser: Xxxxx Xxxx Email: xxxxx@xxxxxxxxx.xxx Phone: (r000) take 000-0000 Fax: (713) (000) 000-0000 Purchaser’s approval of any action restricted by this Section 7.3 shall not be unreasonably withheld or suffer delayed and shall be considered granted within 10 days (unless a shorter time, not to be taken less than 48 hours, is reasonably required by the circumstances and such shorter time is specified in Sellers’ notice) of Sellers’ notice to Purchaser requesting such consent unless Purchaser notifies Sellers to the contrary during that period. Notwithstanding the foregoing provisions of this Section 7.3, in the event of an emergency, any Seller or any member of Seller Group may take such action that would result in any breach as reasonably necessary and shall notify Purchaser of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through the Closing Dateaction promptly thereafter.

Operation of the Business. Except From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with Article VIII hereof, except as required expressly contemplated by this Agreement or as disclosed in Section 6.1 of Agreement, the Disclosure Letter, Seller covenants thatCompany shall and shall cause its Subsidiaries to, in respect of each case, to the extent relating to the Business, until conduct the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts to continue, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged Business in the Business through the Closingordinary course of business and use Commercially Reasonable Efforts, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, lessors, licensees, contract counterparts, customers and others having material business relationships with it them with a view toward preserving for Purchaser and its Designees, after the Closing Date, Date the Business, Business and the Purchased Assets and (it being understood that nothing in this Section 6.01 shall in any way limit the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 Company’s or its Subsidiaries’ operation of the Disclosure Letter, until the Closing, Seller shall, and Retained Business) (provided that it shall cause the Other Sellers in respect will not be a breach of the Business toforegoing for the Company and its Affiliates to take, continue without Purchaser’s consent, any actions that the Company determines in good faith to operate and conduct the Business be reasonably necessary in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 light of the Disclosure Letter, without then-current operating conditions and developments with respect to the Company and its Subsidiaries as a result of COVID-19; further provided that the Company shall use its Commercially Reasonable Efforts to consult with Purchaser prior to the implementation of any such actions resulting from COVID-19). Without limiting the generality of the foregoing, Seller shall not and shall cause subject to (a) applicable Law, except as expressly contemplated by this Agreement, (b) as set forth on Schedule 6.01, or (c) pursuant to the Other Sellers not to, without the prior written approval consent of Purchaser (which approval consent shall not be unreasonably withheld withheld, conditioned or delayed), from and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with Article VIII hereof, Parent and the Company shall not, and shall cause their respective Subsidiaries not to, take any of the following actions with respect to the BusinessBusiness or the Purchased Assets: (ai) transferacquire (by merger, sellconsolidation, leaseacquisition of stock or assets or otherwise), license directly or otherwise convey or dispose of, or subject to any Lienindirectly, any businesses, divisions of the Purchased Assets other than (i) sales businesses or material portion of inventory in the ordinary course of business, assets thereof; (ii) except as required by applicable Law or pursuant to a Contract in effect as of the date hereof that has been made available to Purchaser, (A) adopt, grant, enter into, amend, modify or terminate any retention, change in control, severance, termination or similar compensation with any Business Employee in a manner that impacts any Business Employee differently than it impacts other transfersemployees of the Company, leases(B) terminate (except for cause) or modify the terms and conditions of employment of any Business Employee (including any transfer of employment or reallocation of duties of any Business Employee so that such Business Employee ceases to be a Business Employee) or (C) modify the salaries, licenses and dispositions made wage rates, bonus or other compensation or benefits of any Business Employee, in each case other than those Business Employees who are not Offer Employees; (iii) enter into any Contract outside of the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted Liens; (b) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant a Material Contract if entered into on or prior to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable Law; (f) cancel, compromise, release or assign any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (other than by expiration) ), relinquish, or amend or modify in any material respect any material term (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (hiv) sell(A) enter into any collective bargaining agreement, transferor (B) recognize or certify any labor union, license labor organization, works council, or otherwise convey group of employees of the Company or dispose any of its Subsidiaries as the bargaining representative for any Business Employees; (v) fail to maintain, or allow to lapse, or abandon, including by failure to pay the required fees in any jurisdiction, any Transferred Registered IP; (vi) to the extent that it would be reasonably likely to adversely affect the Purchased Assets or the Business Intellectual Propertyin any Post-Closing Tax Period, (A) except as required by GAAP or applicable Law, make, change or rescind any material election relating to Taxes or make any material change in any Tax accounting or reporting principles, methods or policies, (B) settle or compromise any material Tax liability, claim or assessment, (C) apply to a Governmental Authority for any Tax ruling or determination, or (D) except as required by applicable Law, file any amended foreign, federal, state or local income Tax Return or any other material amended Tax Return; (vii) institute, settle or offer or agree to settle any Proceeding relating to or affecting the Business, the Purchased Assets or Assumed Liabilities before any court or other Governmental Authority (other than settlements of Proceedings (A) involving solely the payment of money damages and (B) not involving an admission of liability); (viii) change the general level of pricing of services and products of the Business, other than in the ordinary course of business or in connection with any changes to pricing related to employee wages under the Transferred Contracts renegotiated to preserve the Business’ margin; (ix) waive any of their material rights under the confidentiality, non-solicit or non-compete provisions of any Contracts relating to the Business, except in the ordinary course of business; (ix) enter into terminate, suspend or modify in any material financing arrangementrespect, agreement or undertaking with any customer Governmental Authorizations necessary for the ownership and operation of the Business Business, except (A) as required by applicable Law or any financial institution, leasing company a Governmental Authority or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into (B) in the ordinary course of business;; or (jxi) mortgage agree, resolve or pledge commit to do any of the Purchased Assets foregoing; provided, however, that Purchaser’s consent will not be required for the Company to take, or subject fail to take, any action set forth in any of the Purchased Assets to any Lien foregoing clauses (other than Permitted Liensii), other than (iii) and (viii) if the Company determines in good faith that such action or inaction is reasonably necessary in light of the ordinary course of business; (k) make any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices then-current operating conditions and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding developments with respect to the Business; Company or its Subsidiaries as a result of COVID-19. From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with Article VIII hereof, Parent and the Company shall not, and shall cause their respective Subsidiaries not to, (mx) issue, deliver or sell, or authorize the issuance, delivery or sale, of any stock options, restricted stock units or other equity or equity-based compensation in respect of the equity interests of the Company and its Subsidiaries to any Identified Business Employee or (y) take any action to cause amend or waive any vesting criteria or accelerate the Purchased Assets not to be in good repairvesting, orderexercisability or settlement of any stock options, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, restricted stock units or other arrangement that could be an Seller Plan that would impose equity or equity-based compensation awards held by any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets or the Identified Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise to take any Employee as of the foregoing actions; or (r) take or suffer to be taken any action that would result in any breach date of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through the Closing Datethis Agreement.

Operation of the Business. Except (i) as required set forth on Schedule 5.1, (ii) as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, Seller covenants that, in respect of the Business, until the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts to continue, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except (iii) as otherwise disclosed consented to by Buyer in Section 6.1 of writing, such consent not to be unreasonably withheld, from the Disclosure Letter, Execution Date until the Closing, Seller shallshall (and, where applicable, shall cause CITERCO to): (a) afford to Buyer and its agents, advisors and representatives reasonable access to Seller’s and CITERCO’s properties, personnel, documents and records, except those documents and records subject to attorney-client privilege or other confidentiality restrictions, and it shall cause furnish such information about Seller and CITERCO as Buyer shall reasonably request, all upon reasonable notice to Seller and in a manner that does not interfere in any material respect with the Other Sellers in respect normal operations of the Business; (b) operate the Business toin the ordinary course consistent with past practice or as otherwise provided on Schedule 5.1, continue to including maintenance of Inventory in amounts consistent with past practice; (c) keep and preserve the Business and the Transferred Assets in good condition and repair; (d) operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed accordance with all applicable Laws currently in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, Seller shall not and shall cause the Other Sellers not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld or delayed), take any of the following actions with respect to the Business:effect; (ae) transfertimely file all Tax returns and all reports required to be filed with any Governmental Authority; (f) use commercially reasonable efforts to preserve beneficial relationships with agents, selllessors, leasesuppliers, license customers, employees and others having business relationships with Seller or otherwise convey or dispose ofCITERCO; (g) refrain from making, or subject committing to any Lienmake, any of the Purchased Assets other than (i) sales of inventory in the ordinary course of businessbonus, (ii) other transferspension, leasesretirement, licenses welfare or insurance payment or arrangement to or with any such Persons except those that may have already been accrued, and dispositions made bonus and insurance payments in the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted Liens; (b) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection consistent with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable Law; (f) cancel, compromise, release or assign any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contractpast practices; (h) sellnot incur any obligations for borrowed money or purchase money indebtedness, transferwhether or not evidenced by a note, license bond, debenture or otherwise convey similar instrument, nor enter into any guarantees, which indebtedness is secured by some or dispose all of any the Transferred Business Intellectual Property, other than Assets except indebtedness that will be paid in full at or prior to the ordinary course of businessClosing; (i) enter into not sell, assign, lease, mortgage, pledge, create or assume or permit to exist any material financing arrangementLien upon, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed LiabilitySeller’s or CITERCO’s assets, other than such amounts that are not material individually or in the aggregate except for Permitted Liens and that are entered into sales of Inventory in the ordinary course of business; (j) mortgage except in the ordinary course consistent with past practice, not destroy or pledge remove any Books and Records; (k) promptly notify Buyer of any material emergency or other material change in the Business or any of the Purchased Assets or subject Transferred Assets; (l) not enter into any of the Purchased Assets to any Lien (other than Permitted Liens), Contract other than in the ordinary course of businessbusiness consistent with past practice or any Contract having a commitment for expenditure over $50,000; (km) make not amend, modify or terminate any changes in the pricingMaterial Contract or Authorization, billingor otherwise waive, collectionrelease or assign any material rights, reimbursementClaims or benefits of Seller under any Material Contract or Authorization or enter into any derivative, discount option, hedge or warranty policiesfutures contracts, practices and procedures for the Business except any derivative, option, hedge or its operations, other than non-material changes futures contracts entered into in the ordinary course of business; (l) institute or settle any material legal proceeding business consistent with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Businesspast practice; (n) establish, adopt, or enter into not make any Seller Plan or any plan, agreement, program, policy, trust, fund, capital expenditure or other arrangement that could commitment for expenditure over $50,000 for which Buyer would be an Seller Plan that would impose any Liability on Purchaser after the Closingresponsible; (o) make any new, or change any existing, Tax elections, maintain CITERCO’s organizational documents in each case, that would impose a Tax Liability their form on Purchaser after the Closingdate of this Agreement; (p) take not adopt any action to cause the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable theretoSeller Benefit Plan; (q) agree not hire or terminate any Employees except in writing or otherwise to take the ordinary course of business consistent with past practices, and not enter into any of the foregoing actionsContract with any Employee (other than at-will employment arrangements); orand (r) take not agree, resolve or suffer commit to be taken do any action that would result in any breach of any representation or warranty set forth the actions prohibited in Section 4.16(b) if such representations and warranties were made through 5.1 that would, or the Closing Dateeffects of which would, survive the Closing.

Operation of the Business. Except as required contemplated by this Agreement or as disclosed in on Section 6.1 of the Disclosure LetterSchedule (such exceptions and disclosed matters herein referred to as “Permitted Transactions”), Seller covenants that, in respect of the Business, until the Closing it willshall, and it will shall cause the Other Sellers Acquired Business to, use commercially all reasonable and good faith efforts (i) to continue, in a manner consistent with the past practice practices of the Acquired Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Acquired Business in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 , and (ii) not to take any of the Disclosure Letter, without limiting the generality following actions in connection with or on behalf of the foregoing, Seller shall not and shall cause the Other Sellers not to, Acquired Business without the prior written approval of Purchaser the Buyer (which approval shall not be unreasonably withheld withheld, conditioned or delayed), take any of the following actions with respect to the Business:): (a) transfer, sell, lease, license transfer or otherwise convey dispose of or dispose of, or subject to any Lien, encumber (other than Permitted Liens) (i) any of the Purchased Assets properties or assets of the Business, other than (i) sales sale of inventory in the ordinary course of business, or (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business that are any property or asset which is not material individually to the results of operations, financial condition or in business of the aggregate, or (iii) Permitted LiensBusiness; (b) directly cancel any debts or indirectly, through waive any officer, director claims or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating rights pertaining to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; Acquired Business in each case involving more than One Hundred Thousand Dollars (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind$100,000), except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable Law; (f) cancel, compromise, release or assign any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than in the ordinary course of business; (c) grant any increase in any material respect in the compensation of officers or employees, except for increases (i) enter into resulting from or related to the transaction bonuses disclosed on Section 6.1(c) of the Disclosure Schedule, (ii) in the ordinary course of business and consistent with past practice, (iii) as a result of collective bargaining, (iv) as required by any material financing arrangementBenefit Plan or agreement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into (v) as required by Law; (d) except in the ordinary course of business; (j) mortgage , incur, assume or pledge guarantee any of the Purchased Assets or subject any of the Purchased Assets to any Lien (indebtedness for borrowed money other than Permitted Liens)(i) purchase money borrowings, other than (ii) refunding of existing indebtedness, (iii) indebtedness to an Affiliate incurred in the ordinary course of business, and (iv) other indebtedness for borrowed money that is not material to the results of operations or financial condition of the Acquired Business taken as a whole; (ke) issue, sell or grant any shares of capital stock of any of the Acquired Entities, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares of such capital stock; (f) make any changes voluntary investments in or acquisitions on behalf of or for the Acquired Business (by purchase of securities or assets, merger or consolidation, or otherwise) of other Persons, businesses or divisions thereof for consideration in excess of Five Million Dollars ($5,000,000) in the pricingaggregate for all such investments and acquisitions, billing, collection, reimbursement, discount except for acquisitions in settlement of outstanding debts or warranty policies, practices and procedures for pursuant to bankruptcy or restructuring plans of entities of which any Acquired Entity is a creditor; (g) make loans or advances to any Person relating to the Acquired Business or its operations, (other than non-material changes travel and similar advances to its employees and trade credit to customers in the ordinary course of business) to any Person, except for those loans or advances not in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate outstanding at any time without taking into account any Permitted Transactions; (lh) institute amend the organizational or settle charter documents of any material legal proceeding with respect to of the BusinessAcquired Entities; (mi) take any action to cause the Purchased Assets not to be in good repairadopt a plan or agreement of complete or partial liquidation, orderdissolution, and conditionrestructuring, reasonable wear and tear exceptedrecapitalization, or cancel or terminate the insurance with respect to the Business; (n) establishmerger, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, consolidation or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders reorganization of any Governmental Authorities applicable thereto; Acquired Entity (qother than as contemplated hereby or acquisitions permitted under clause (f) agree in writing or otherwise to take any of the foregoing actionsabove); or (rj) take agree, whether in writing or suffer otherwise, to be taken do any action that would result in any breach of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through the Closing Dateforegoing.

Operation of the Business. Except (a) During the Pre-Closing Period: except (A) as required by under this Agreement or as disclosed required by applicable Laws, (B) any action or omission taken, pursuant to Pandemic Measures (in each case, after written notice to and, to the extent practicable under the circumstances, good faith consultation with, Parent), (C) with the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (D) as set forth in Section 6.1 6.2(a) of the Company Disclosure Letter, Seller covenants that, the Company shall use its reasonable best efforts to (i) conduct in respect all material respects its business and operations in the ordinary course of business and (ii) preserve intact the material components of the Business, until the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts to continue, in a manner consistent with the past practice current business organization of the BusinessCompany, including by using its reasonable best efforts to keep available the services of current officers and key employees and maintaining their respective employees engaged in the Business through the Closing, to maintain relations and preserve intact the Business in goodwill with all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers licensors, material customers, Governmental Bodies and others having other material business relationships relations (it being agreed that with it with a view toward preserving for Purchaser respect to the matters specifically addressed and its Designeespermitted by any provision of Section 6.2(b), after such specific provisions shall govern over the more general provision of this Section 6.2(a)). (b) During the Pre-Closing DatePeriod, the Business, the Purchased Assets and the goodwill associated therewith. Except except (i) as required or otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by expressly contemplated under this Agreement or as disclosed required by applicable Laws, (ii) any action or omission taken pursuant to Pandemic Measures (in Section 6.1 each case, after written notice to and, to the extent practicable under the circumstances, consultation with, Parent), (iii) with the written consent of the Disclosure Letter, without limiting the generality of the foregoing, Seller shall not and shall cause the Other Sellers not to, without the prior written approval of Purchaser Parent (which approval consent shall not be unreasonably withheld withheld, conditioned or delayed) or (iv) as set forth in Section 6.2(b) of the Company Disclosure Letter, the Company shall not: (i) amend or permit the adoption of any amendment to the Company’s certificate of incorporation and bylaws; (ii) (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) or (B) repurchase, redeem or otherwise reacquire any of its shares of capital stock (including any Company Common Stock), take or any rights, warrants or options to acquire any shares of its capital stock, other than: (1) repurchases or reacquisitions in a manner consistent with past practice of Shares outstanding as of the Agreement Date pursuant to the Company’s obligation (under written commitments in effect as of the Agreement Date) to purchase or reacquire Shares held by a Company Associate only upon termination of such associate’s employment or engagement by the Company; (2) repurchases in a manner consistent with past practice of Company Stock Awards (or shares of capital stock issued upon the exercise or vesting thereof) outstanding on the Agreement Date (in cancellation thereof) pursuant to the terms of any such Company Stock Award (in effect as of the Agreement Date) between the Company and a Company Associate only upon termination of such Person’s employment or engagement by the Company; or (3) in connection with withholding to satisfy the exercise price or Tax obligations with respect to Company Stock Awards; (iii) split, combine, subdivide or reclassify any Shares or other equity interests; (iv) issue, sell, grant, deliver, pledge, transfer, encumber or authorize the issuance, sale, grant delivery, pledge, transfer or encumbrance of any Company Equity Securities (except that (A) the Company may issue Shares as required to be issued upon the exercise of Company Options and vesting of the Company RSU Awards or Company PSU Awards that are outstanding as of the date of this Agreement, in each case, pursuant to their existing terms, and (B) the Company may issue Company Stock Awards to new hires who were offered Company Stock Awards as part of offer letters that were executed prior to the Agreement Date; provided that no such issuances shall be made following January 3, 2023); (v) except as expressly contemplated by Section 3.8, (A) establish, adopt, enter into, terminate, amend or modify any Employee Plan (or any plan, program, arrangement, practice or agreement that would be an Employee Plan if it were in existence on the Agreement Date), (B) amend or waive any of its rights under, or accelerate the vesting under, any provision of any of the following actions Employee Plans (or any plan, program, arrangement, practice or agreement that would be an Employee Plan if it were in existence on the Agreement Date), (C) grant any Company Associate any increase in compensation, wages, bonuses, incentives, severance pay or other compensation, or pension or other benefits, or pay any bonus to, or grant any loan to, any Company Associate, except that the Company may (1) in connection with respect its annual review of compensation, provide increases in annual base salaries and wages (and any corresponding increases in target cash bonus opportunities) to Company Associates with annual base compensation of $200,000 or less in the ordinary course of business or as provided in an Employee Plan, and (2) pay annual or quarterly cash bonus and sales commissions pursuant to Employee Plans for all or any portion of calendar year 2022 that was in effect prior to the Business: (a) transferdate of this Agreement, sellin each case, lease, license or otherwise convey or dispose of, or subject to any Lien, any of the Purchased Assets other than (i) sales of inventory in the ordinary course of business, (iiD) grant any equity awards, change in control, severance or entitlements to termination pay (or any increase thereof), (E) change any actuarial or other transfersassumption used to calculate funding obligations with respect to any Employee Plan, leasesenter into any trust, licenses and dispositions made annuity or insurance Contract or similar agreement with respect to any Employee Plan other than in the ordinary course of business that renewing such Contract or similar arrangement, or change the manner in which contributions to any Employee Plan are not material individually made or the basis on which such contributions are determined or (F) take any action to fund, accelerate the time of payment or vesting or in any other way secure the aggregatepayment of compensation or benefits under any plan, agreement, contract or arrangement with any Company Associate or any Employee Plan (iii) Permitted Liensor any award thereunder); (bvi) directly (A) enter into any change-of-control, retention, employment, severance, consulting or indirectlyother material agreement with any Company Associate, through (B) hire any officerCompany Associate with an annual compensation in excess of $200,000, director other than to replace a departed Company Associate with substantially similar compensation and terms as applied to the departed Company Associate or agent(C) terminate or furlough any Company Associate other than for cause; (vii) form any Subsidiary, solicit inquiries acquire any equity interest in any other Entity or proposals enter into any joint venture, partnership, collaboration or similar arrangement; (viii) make or authorize any capital expenditure, except that constitutethe Company may make capital expenditures (A) that are provided for in the Company’s capital expense budget either delivered or made available to Parent prior to the Agreement Date, which expenditures shall be in accordance with the categories set forth in such budget; or are intended (B) solely for purposes of maintaining, repairing or replacing equipment used in the manufacturing process, that do not exceed $250,000 individually or $1,000,000 in the aggregate during any fiscal quarter; (ix) acquire, lease, license, sublicense, pledge, sell or otherwise dispose of, divest or spin-off, abandon, waive, relinquish or permit to lead lapse, transfer, assign, guarantee, mortgage or otherwise subject to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person material Encumbrance (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agentsPermitted Encumbrances) that involves, directly or indirectly, any sale material right or other disposition of the Business material asset or property (other than Company IP, which is the subject of Section 6.2(b)(xvii)), except, in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt case of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) entering into non-exclusive license agreements in the ordinary course of business, (B) required as a result pursuant to dispositions of collective bargaining obsolete, surplus or other agreements with such employees as worn-out assets that are no longer useful in effect on the date hereof conduct of the business of the Company or (C) as required by applicable Law capital expenditures permitted under Section 6.2(b)(viii); (x) lend money or by make capital contributions or advances to or make investments in, any Seller Plan as in effect on the date hereofPerson, or incur or guarantee any Indebtedness, except for (iiA) hire new employeesshort-term borrowings, or (iii) enter intoof not more than $250,000 in the aggregate, adopt or amend any Seller Plan, other than incurred in the ordinary course of business or as required by applicable Law; (fB) cancel, compromise, release or assign any material indebtedness owed advances to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (employees and consultants for travel and other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than business-related expenses in the ordinary course of business; (ixi) except as required by applicable Law: (A) make, change or revoke any material Tax election; (B) adopt, change or request to change any method of Tax accounting or period; (C) consent to the extension or waiver of the statutory period of limitations applicable to any material amount of Tax (other than pursuant to an automatic extension of the due date for filing a Tax Return); (D) settle or compromise any material Tax liability or surrender any right to claim a material Tax refund; (E) request any Tax ruling; (F) fail to pay any material Taxes that are due and payable, other than Taxes contested in good faith by appropriate proceedings and for which appropriate reserves have been established in the consolidated financial statements of the Company; (G) prepare any material Tax Return in a manner which is inconsistent with past practice; or (H) take any action that would reasonably be expected to result in a material increase in the Tax liability of the Company; (xii) settle, release, waive or compromise any Legal Proceeding, other than those involving de minimis amounts in controversy; provided that any such settlement, release, waiver or compromise does not contain any (A) admission of wrongdoing or product liability or (B) obligation or limitations on the Company’s conduct; provided, further, that for the avoidance of doubt, any such settlement, release, waiver or comprise of Legal Proceedings involving the incurrence by the Company or its successors of payment liabilities maturing more than one year after the Agreement Date shall not be deemed Legal Proceedings “involving de minimis amounts in controversy” for purposes of this clause (xii); (xiii) enter into any material financing arrangement, collective bargaining agreement or undertaking other agreement with any customer of labor organization (except to the Business extent required by applicable Laws); (xiv) adopt or implement any financial institution, leasing company stockholder rights plan or similar business that permits recourse to Purchaser arrangement; (xv) adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xvi) make any of its Subsidiaries which would constitute an Assumed Liabilitymaterial change in financial accounting policies, practices, principles, methods or procedures, other than such amounts that are not material individually as required by GAAP or in Regulation S-X promulgated under the aggregate Exchange Act or other applicable rules and that are regulations of the SEC or applicable Law; (xvii) (A) assign, sell, lease, license, dispose, cancel, abandon, grant rights to or fail to renew, maintain or diligently pursue applications for, or defend, any Company IP, other than pursuant to any non-exclusive license agreement entered into in the ordinary course of business, or (B) disclose to any third party, other than under a confidentiality agreement or to representatives of Parent, any trade secrets included in the Company IP; (jxviii) mortgage enter into, amend or pledge 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 outside of the Purchased Assets or subject any of the Purchased Assets to any Lien (other than Permitted Liens), other than in the ordinary course of business; (kxix) make any changes material change in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect to the Business; (m) take any action to cause regular price, credit or distribution policies of the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear exceptedCompany Product, or cancel engage in any other activity or terminate the insurance practice not consistent with respect to the Business; (n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each casepast practice, that would impose a Tax Liability on Purchaser after reasonably be considered “channel stuffing”, “trade loading” or that reasonably would be expected to result in an increase, temporary or otherwise, in the Closing; (p) take any action to cause the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise to take any demand for inventories of the foregoing actionsCompany Product but not the use of such inventory; or (rxx) take authorize any of, or suffer agree or commit to be taken take, any action that would result of the actions described in any breach clauses (i) through (xix) of any representation this Section 6.2(b). (c) Nothing contained herein shall give to Parent or warranty set forth Purchaser, directly or indirectly, rights to control or direct the operations of the Company prior to the Effective Time, and nothing contained in Section 4.16(b) if such representations this Agreement is intended to give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations. Prior to the Effective Time, each of Parent and warranties were made through the Closing DateCompany shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its and its Subsidiaries’, as applicable, respective operations.

Operation of the Business. Except as required contemplated by this Agreement or as disclosed expressly agreed to in Section 6.1 writing by Acquiror, during the period from the date of the Disclosure Letter, Seller covenants that, in respect of the Business, until the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts this Agreement to continue, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and Acquiree will conduct the Business in all material respects its operations only in the ordinary coursecourse of business consistent with sound financial, operational and regulatory practice, and will take no action which would have a Material Adverse Effect on its ability to consummate the Transactions. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without Without limiting the generality of the foregoing, Seller except as otherwise expressly provided in this Agreement or related Schedules, prior to the Closing Date, Acquiree will not, and Shareholders shall not and shall cause the Other Sellers not or permit Acquiree to, without the prior written approval consent of Purchaser Acquiror: (which approval shall not be unreasonably withheld a) amend its Charter Documents or delayedbylaws (or similar organizational documents); (b) authorize for issuance, take issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares of its capital stock or any other securities; (c) recapitalize, 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 combination thereof) in respect of its capital stock; or purchase, redeem or otherwise acquire any of its securities or modify any of the following actions with respect to the Business: terms of any such securities; (ad) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien, any of the Purchased Assets other than (i) sales create, incur, assume or permit to exist any long-term debt or any short-term debt for borrowed money other than under existing notes payable, lines of inventory credit or other credit facilities or in the ordinary course of business, ; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted Liens; (b) directly make any loans, advances or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information capital contributions to, or initiate any discussions or negotiations or cooperate withinvestments in, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; Person; (e) (i) grant any material increase in any manner the rate of compensation of any Transferred Employeesof its directors, officers or other employees everywhere, (ii) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Acquiree Benefit Plans, except for increases holiday bonuses in an aggregate amount not to exceed holiday bonuses for the compensation prior year, or (iii) amend, terminate or enter into any employment, consulting, severance, change in control or similar agreements or arrangements with any of such employees its directors, officers or other employees; (Af) enter into any material agreement, commitment or contract, except agreements, commitments or contracts for the purchase, sale or lease of goods or services in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable Law; (f) cancel, compromise, release or assign any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business; ; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than in the ordinary course of business; (i) enter into any material financing arrangement, agreement authorize, recommend, propose or undertaking with any customer of the Business announce an intention to authorize, recommend or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business; (j) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to any Lien (other than Permitted Liens), other than in the ordinary course of business; (k) make any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adoptpropose, or enter into any Seller Plan Contract with respect to, any (i) plan of liquidation or any plandissolution, agreement(ii) acquisition of a material amount of assets or securities, program(iii) disposition or Encumbrance of a material amount of assets or securities, policy, trust, fund, (iv) merger or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; consolidation or (ov) make any new, or material change in its capitalization; (h) change any existing, material accounting or Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; procedure or practice; (pi) take any action the taking of which, or knowingly omit to take any action the omission of which, would cause any of the Purchased Assets or the Business representations and warranties herein to not comply fail to be true and correct in all material respects with all Laws as of the date of such action or omission as though made at and all orders as of any Governmental Authorities applicable thereto; the date of such action or omission; (qj) agree in writing compromise, settle or otherwise modify any material claim or litigation; (k) permit any existing insurance policy insuring Acquiree Assets to take terminate; or (l) commit, promise or agree to do any of the foregoing actions; or (r) take or suffer to be taken any action that would result in any breach of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through the Closing Dateforegoing.

Operation of the Business. (a) Except as required otherwise contemplated by this Agreement, during the period from the date of this Agreement or as disclosed in Section 6.1 of until the Disclosure LetterClosing, Seller covenants that, in respect of the Business, until the Closing it will, and it will cause the Other Sellers to, use commercially all reasonable efforts to continue, in a manner consistent with the past practice practices of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its material suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser Buyer, to and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 . (b) During the period from the date of the Disclosure Letter, this Agreement until the ClosingClosing Date, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed , and maintain its books and records in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, Seller shall not accordance with past practices and shall cause the Other Sellers not towill not, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld Buyer or delayed)as otherwise contemplated by this Agreement, take any of the following actions with respect actions: (i) sell, transfer or otherwise dispose of any of its properties or assets pertaining to the Business: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien, any of the Purchased Assets other than (iA) sales in the ordinary course of inventory business and, (B) any property or asset which is not material to the results of operations, financial condition or business of the Business taken as a whole; (ii) cancel any debts or waive any claims or rights pertaining to the Business, except in the ordinary course of business; (iii) grant any increase in the compensation of officers or employees primarily engaged in the Business, except for increases (iiA) other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually or in the aggregate, and consistent with past practice or (iiiB) Permitted Liensas required by any Benefit Plan (as defined in Section 3.12); (biv) directly or indirectly, through make any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, capital expenditure or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material pertaining to the Business individually or in excess of the amount set forth in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employeesbudget, except for increases in the compensation of such employees other than (A) in the ordinary course of business, (B) required as a result of collective bargaining pursuant to existing commitments or other agreements with such employees as in effect on the date hereof business plans or (C) which is not material to the results of operations, financial condition or business of the Business taken as required by applicable Law or by any Seller Plan as in effect on the date hereof, or a whole; (iiv) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than except with respect to endorsement of negotiable instruments in the ordinary course of business its Business, incur, assume or as required by applicable Law; (f) cancel, compromise, release or assign guarantee any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (for borrowed money other than by expiration(A) or amend or modify purchase money borrowings, (other than by automatic extension or renewal if deemed an amendment or modification of any such ContractB) in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than indebtedness for borrowed money incurred in the ordinary course of business, (C) refundings of existing indebtedness and (D) other indebtedness for borrowed money which is not material to the results of operations, financial condition, or business of the Business taken as a whole; (ivi) enter into delay the payment of any material financing arrangement, agreement payables or undertaking with accelerate the collection of any customer Accounts Receivable of the Business Business, whether by offering more favorable terms of payment or any financial institutionotherwise, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business;a manner inconsistent with past practice; or (jvii) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to any Lien (other than Permitted Liens)agree, other than in the ordinary course of business; (k) make any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree whether in writing or otherwise otherwise, to take do any of the foregoing actions; or (r) take or suffer to be taken any action that would result in any breach unless such agreement is expressly conditioned upon the approval of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through the Closing DateBuyer.

Operation of the Business. Except as required contemplated by this Agreement or as disclosed expressly agreed to in Section 6.1 writing by Harmony, during the period from the date of this Agreement to the Disclosure LetterEffective Time, Seller covenants that, in respect of the Business, until the Closing it will, and it Nixxo will cause the Other Sellers to, use commercially reasonable efforts to continue, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with conduct its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects operations only in the ordinary coursecourse of business consistent with sound financial, operational and regulatory practice, and will take no action which would materially adversely affect its ability to consummate the Transactions. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without Without limiting the generality of the foregoing, Seller shall not and shall cause except as otherwise expressly provided in this Agreement or except as disclosed in the Other Sellers not toNixxo Disclosure Schedule, prior to the Effective Time, Nixxo will not, without the prior written approval consent of Purchaser (which approval shall not be unreasonably withheld or delayed), take any of the following actions with respect to the BusinessHarmony: (a) transferamend its Charter Documents or bylaws (or similar organizational documents); (b) authorize for issuance, issue, sell, leasedeliver, license grant any options for, or otherwise convey agree or dispose ofcommit to issue, sell or subject to deliver any Lienshares of its capital stock or any other securities, other than as described in this Agreement; (c) recapitalize, 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 combination thereof) in respect of its capital stock; or purchase, redeem or otherwise acquire any of its securities or modify any of the Purchased Assets other than terms of any such securities; (d) (i) sales create, incur, assume or permit to exist any long-term debt or any short-term debt for borrowed money other than under existing notes payable, lines of inventory credit or other credit facilities or in the ordinary course of business, ; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other transfersPerson or as otherwise may be contractually required and disclosed in the Nixxo Disclosure Schedule; or (iii) make any loans, leasesadvances or capital contributions to, licenses and dispositions made or investments in, any other Person; (i) amend any Nixxo Benefit Plan or (ii) except in the ordinary course of business that are not material individually consistent with usual practice or in the aggregate, or established policy (iiia) Permitted Liens; (b) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage increase in any material transaction concerning manner the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement rate of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employeesof its directors, officers or other employees everywhere, except for increases in the compensation ordinary course of such employees business; (Ab) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Nixxo Benefit Plans disclosed in the Nixxo Disclosure Schedule or in the ordinary course of business; or (c) amend, (B) required as a result terminate or enter into any employment, consulting, severance, change in control or similar agreements or arrangements with any of collective bargaining its directors, officers or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable Law; (f) cancel, compromise, release or assign enter into any material indebtedness owed to it agreement, commitment or any material claims held by itcontract, except agreements, commitments or any material rights that would otherwise be part contracts for the purchase, sale or lease of the Purchased Assets goods or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than services in the ordinary course of business; (ig) enter into any material financing arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business; (j) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to any Lien (other than Permitted Liens), other than in the ordinary course of business; (k) make any changes in the pricing, billingauthorize, collectionrecommend, reimbursementpropose or announce an intention to authorize, discount recommend or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adoptpropose, or enter into any Seller Plan Contract with respect to, any (i) plan of liquidation or any plandissolution, agreement(ii) acquisition of a material amount of assets or securities, program(iii) disposition or Encumbrance of a material amount of assets or securities, policy, trust, fund, (iv) merger or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closingconsolidation or (v) material change in its capitalization; (oh) make any new, or change any existing, material accounting or Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closingprocedure or practice; (pi) take any action the taking of which, or knowingly omit to take any action the omission of which, would cause any of the Purchased Assets or the Business representations and warranties herein to not comply fail to be true and correct in all material respects with all Laws as of the date of such action or omission as though made at and all orders as of any Governmental Authorities applicable theretothe date of such action or omission; (qj) agree in writing compromise, settle or otherwise to take modify any of material claim or litigation not identified in the foregoing actionsNixxo Disclosure Schedule; or (rk) take commit or suffer agree to be taken do any action that would result in any breach of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through the Closing Dateforegoing.

Operation of the Business. Except as required by From the date of this Agreement or as disclosed in Section 6.1 of until the Disclosure LetterClosing, Seller covenants thatParties, except as otherwise agreed to by the Parties in respect writing, will (and shall cause each other Group Company to): (a) conduct the Business only in the Ordinary Course of the Business, until the Closing it will, and it will cause the Other Sellers to, (b) use commercially reasonable efforts to continuepreserve intact each Group Company’s business organization and relationships (contractual or otherwise) with third parties (including lessors, in a manner consistent with the past practice of the Businesslicensors, suppliers, distributors, and patients) and employees, (c) use commercially reasonable efforts to keep available the services of their respective its current officers, directors, employees engaged in the Business through the Closingand consultants, to maintain and (d) preserve intact the Business in all material respects its present Assets, (e) comply with all applicable Legal Requirements, including pursuant to the Disclosed Contracts, (f) pay all applicable Taxes as such Taxes become due and payable, (g) maintain all existing licenses and Permits material to maintain its operations and businesses, (h) make all capital expenditures in all material respects the ordinary Ordinary Course of Business, and customary relationships (i) consult with Buyer prior to taking any action or entering into any transaction that may be of strategic importance to any Group Company or Buyer or that could otherwise prevent, enjoin, or materially alter or delay the Transactions, or that could reasonably be expected to have a Material Adverse Effect, and Seller Parties shall refrain from (and cause the Group Companies to refrain from) taking any action that would result in the change in the capitalization structure of the Business with its suppliersGroup Companies as set forth on Schedule 3.5(a). Without limiting the generality of this Section 5.2, customers Seller shall not (and others having material business relationships with it with a view toward preserving for Purchaser and its DesigneesSeller Parties will cause the Group Companies not to), after from the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 date of the Disclosure Letter, this Agreement until the Closing, Seller shalldirectly or indirectly, and it shall cause the Other Sellers in respect do, or agree to do, any of the Business to, continue to operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, Seller shall not and shall cause the Other Sellers not to, following without the prior written approval of Purchaser (which approval shall not be unreasonably withheld or delayed), take any consent of the following actions with respect to the BusinessBuyer: (a) transfer, sell, lease, license (as licensor), assign, dispose of or otherwise convey or dispose of, or subject transfer (including transfers to any Lien, of a Group Company’s respective employees or Affiliates) any of the Purchased its Assets other than (i) whether tangible or intangible), except for sales of inventory in the ordinary course Ordinary Course of business, (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted LiensBusiness; (b) directly mortgage, pledge or indirectlysubject to any Encumbrance any portion of its Assets, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoingPermitted Encumbrances; (c) engage in make, commit to make or authorize any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kindcapital expenditures, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregateOrdinary Course of Business; (d) grant acquire (including by merger, consolidation, license or sell sublicense) any option interest in any Person or right to purchase any substantial portion of the Purchased Assets that are material to the Business individually or in the aggregatebusiness of any Person; (e) (i) grant incur any material increase in Debt, including any refinancing of existing Debt or increasing the compensation outstanding obligations on any letter of credit, or assume, guarantee or endorse the obligations or enter into any agreements to maintain the fiscal condition of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable LawPerson; (f) cancelenter into, compromiseamend, release modify, terminate or assign any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or BusinessDisclosed Contract; (g) terminate (issue, sell, pledge, dispose of, encumber or transfer the Interests, any Ownership Interests, securities convertible, exchangeable or exercisable into Ownership Interests, or warrants, or any options or other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification rights to acquire Ownership Interests, of any such Contract) in any material respect the terms of any Assumed Material ContractGroup Company; (h) selldeclare, transferset aside, license or otherwise convey distribute any dividend or dispose other distribution (whether payable in cash, stock, property or a combination thereof), or enter into any agreement with respect to the voting of the Ownership Interests of any Transferred Business Intellectual Property, other than in the ordinary course of businessGroup Company; (i) enter into waive, release, assign, settle or compromise any material financing arrangementrights or claims, agreement or undertaking with any customer of the Business or any financial institution, leasing company material litigation or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of businessarbitration; (j) mortgage (i) hire or pledge terminate any employee, manager, director or independent contractor except in the Ordinary Course of the Purchased Assets Business, (ii) increase any form of Compensation payable or subject any of the Purchased Assets to become payable to any Lien equity holder of any Group Company or any Affiliate of any such equity holder, any current or former director, manager, or officer, employee, consultant or other service provider of a Group Company, including without limitation, any increase or change pursuant to any Company Plan, (iii) grant or increase any rights to change in control, severance, retention or termination payments or benefits to, or enter into any employment, consulting, change in control, retention or severance agreement with, any director, manager, officer, employee, consultant or other service provider of a Group Company, (iv) accelerate the vesting or payment of any compensation or benefits under any Company Plan (other than Permitted Liens)any such acceleration, other than vesting or payments required pursuant to the terms of such Company Plan in connection with the ordinary course Transaction contemplated herein, all of businesswhich have been provided to Buyer prior to the date hereof, if any) or (v) establish, adopt, enter into, amend, modify or terminate any Company Plan; (k) make any changes in the pricingloans or advances to, billing, collection, reimbursement, discount or warranty policies, practices and procedures guarantees for the Business benefit of, or its operationsany investments in, other than non-material changes in the ordinary course of businessany Person; (l) institute forgive any loans to managers, directors, officers, employees or settle any material legal proceeding with respect to the Businessof their respective Affiliates; (m) take make any action to cause the Purchased Assets not to be material change in good repairaccounting policies, orderpractices, and conditionprinciples, reasonable wear and tear exceptedmethods or procedures, other than as required by GAAP or cancel or terminate the insurance with respect to the Businesschanges in Law; (ni) establishaccelerate or delay collection of receivables in advance of or beyond their regular due dates or the dates when the same would have been collected in the Ordinary Course of Business, adopt(ii) delay or accelerate payment of any Liability in advance of its due date or the date such Liability would have been paid in the Ordinary Course of Business, (iii) make any material changes to cash management policies, (iv) delay or postpone the ordinary course repair or maintenance of properties or Assets or (v) vary any inventory purchase practices in any material respect from past practices; (i) make any Tax election, settle or compromise any Action, including any claim, notice, audit report or assessment, in respect of Taxes, (ii) change any annual Tax accounting period, (iii) adopt or change any method of Tax accounting, (iv) file any amended Tax Return, (v) enter into any Seller Plan or any plan, Tax allocation agreement, programTax sharing agreement, policyTax indemnity agreement or closing agreement relating to any Tax, trust, fund(vi) surrender any right to claim a Tax refund, or other arrangement that could be an Seller Plan that would impose (vii) consent to any Liability on Purchaser after extension or waiver of the Closing; (o) make statute of limitations period applicable to any new, Tax claim or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closingassessment; (p) take any action to cause for the Purchased winding up, liquidation, dissolution or reorganization of any Group Company or for the appointment of a receiver, administrator or administrative receiver, trustee or similar officer of its Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable theretorevenues; (q) agree amend the Organizational Documents of any Group Company; (r) lay off or terminate employees that could result in writing Liability under the WARN Act; (s) fail to keep in force insurance policies or otherwise replacement or revised provisions providing insurance coverage with respect to the Assets, operations, activities and Business of the Group Companies as are currently in effect; (t) take or omit to take any action that which, individually or in the aggregate, could reasonably be expected to (i) result in any representation or warranty of any Seller Party to be untrue in any material respect, result in a material breach of any covenant made by any Seller Party in this Agreement, (ii) if taken or omitted to be taken between January 1, 2020 and the date of this Agreement would have been required to be disclosed on Schedule 3.8 of this Agreement, or (iii) could reasonably be expected to result in any condition set forth in Article VI not being satisfied; (u) cancel any Debt owed to any Group Company or waive any claims or rights of value; (v) request or accept any advance payments or funding from Medicare or any Governmental Authority pursuant to any CARES Act stimulus fund programs or other COVID-19 Measures, or participate in any other governmental stimulus subsidy or similar programs, without the prior written consent of Buyer; (w) utilize, transfer, pay or otherwise administer (and maintain accounting records associated with) cash paid, distributed or funded to any Group Company from the CARES Act Relief Fund except in strict compliance with all of the foregoing actionsterms and conditions of the CARES Act Relief Fund program and all Legal Requirements applicable thereto, including all applicable Provider Relief Fund payment terms and conditions; or (rx) take agree or suffer commit to be taken do any action that would result of the foregoing. Seller Parties, on the one hand, and the Buyer, on the other hand, acknowledge and agree that: (a) nothing contained in this Agreement shall give the Buyer, directly or indirectly, the right to control or direct any breach of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through Group Company’s operations prior to the Closing Date, (b) prior to the Closing Date, each of the Group Companies and the Buyer shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its respective operations, and (c) none of the restrictions in this Section 5.2 shall restrict the ability of the any Group Company to take any action or fail to take any action at the written request or with the prior written consent of the Buyer.

Operation of the Business. Except as required by From and after the date of this Agreement or as disclosed in Section 6.1 through the earlier of the Disclosure LetterClosing or the termination of this Agreement, Seller covenants thatexcept with Buyer’s prior written consent (which consent shall not be unreasonably withheld, in respect conditioned or delayed and shall be provided or withheld within five (5) Business Days of the Business, until the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts to continue, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the ClosingSeller’s request), Seller shall, and it shall cause the Other Sellers in respect of the Business its Affiliates to, continue to operate and (i) conduct the Business in all material respects in the ordinary coursecourse of business consistent with past practice, and (ii) use commercially reasonable efforts to preserve substantially intact the Purchased Assets, retain the services of and maintain and preserve their relationship with the Business Employees and maintain relationships with all Governmental Authorities, customers, vendors, suppliers, commercial partners, employees and other business relations, in each case, with respect to or otherwise relating to the Business, the Purchased Assets and the Assumed Liabilities. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without Without limiting the generality of the foregoing, from the date hereof until the Closing Date, Seller shall not shall, and shall cause the Other Sellers not its Affiliates to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld or delayed)in each case, take any of the following actions with respect to or otherwise relating to the Business, the Purchased Assets and the Assumed Liabilities: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject preserve and maintain all Permits necessary to any Lien, any of conduct the Purchased Assets other than (i) sales of inventory in the ordinary course of business, (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted LiensBusiness as presently conducted; (b) directly or indirectlypay its debts, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement Taxes and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoingobligations when due; (c) engage perform all of its obligations under all Assigned Contracts in all material respects and not amend, modify, terminate or waive the performance of any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement term of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable Law; (f) cancel, compromise, release or assign any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Assigned Contract) in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than in the ordinary course of business; (id) enter into any comply in all material financing arrangement, agreement or undertaking respects with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into all applicable Laws; (e) except in the ordinary course of businessbusiness consistent with past practices, in reasonable consultation with Buyer, and taking into account an individual Business Employee’s annual performance: (i) not increase the compensation or benefits payable to or to become payable to any Selected Sales Employee (other than benefits pursuant to benefit plans of general applicability); provided, that any aggregate increase in compensation or benefits payable to the Selected Sales Employees taken as a whole shall not exceed three percent (3%) of the aggregate current compensation or benefits of the Selected Sales Employees as of the date hereof (other than benefits pursuant to benefit plans of general applicability or pursuant to an existing Contract or benefit plan, in each case, as disclosed in the Disclosure Schedules hereto); and (ii) not increase the compensation or benefits payable to or to become payable to any Other Selected Employee (other than benefits pursuant to benefit plans of general applicability); provided, that any aggregate increase in compensation or benefits payable to the Other Selected Employees taken as a whole shall not exceed three percent (3%) of the aggregate current compensation or benefits of the Other Selected Employees as of the date hereof (other than benefits pursuant to benefit plans of general applicability or pursuant to an existing Contract or benefit plan, in each case, as disclosed in the Disclosure Schedules hereto); (jf) mortgage or pledge any except in the ordinary course of business and except as set forth in Section 6.06(f) of the Purchased Assets Disclosure Schedules, not enter into any agreement or subject any of the Purchased Assets arrangement involving rebate or similar arrangements payable with respect to any Lien Product in excess of $100,000 annually; (other than Permitted Liens), g) other than in the ordinary course of businessbusiness consistent with past practice, not (i) materially modify the customer or supplier pricing, or offer any material discounts, rebates or promotions, (ii) engage in channel stuffing or trade loading (i.e. increased sales of Products that is materially inconsistent with past practices or historical data); (kh) make not subject any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, Purchased Assets to any Encumbrances (other than non-material changes in the ordinary course of businessa Permitted Encumbrance); (li) institute or settle any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that binding commitment relating to the Business which would impose an obligation on Buyer to pay or incur any Liability on Purchaser expense, which expense is in excess of $250,000; provided that separate purchase orders and/or contracts entered into after the Closing; (o) make any newdate hereof with the same counterparty will be aggregated such that if two or more purchase orders and/or contracts with the same counterparty, or change any existingtaken in the aggregate, Tax elections, in each case, that would impose a Tax Liability on Purchaser after upon Buyer an obligation to pay or incur expenses of greater than $250,000, the Closing; (p) take any action purchase order and/or contract which results in the aggregate obligations of Buyer to cause pay or incur expenses greater than $250,000 shall be deemed to be the Purchased Assets purchase order and/or contract which imposes upon Buyer an obligation to pay or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise to take any of the foregoing actionsincur expenses greater than $250,000; or (rj) take or suffer settle any litigation controlled by Seller relating to be taken any action that would result in any breach of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through the Closing DateIntellectual Property Assets.

Operation of the Business. Except as required by this Agreement or as disclosed in Section 6.1 of (a) During the Disclosure LetterInterim Period, Seller covenants that, in respect of the Company shall and shall cause its Subsidiaries to (x) carry on the Business, until the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts to continue, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliersrespects, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects in the ordinary course. Except course of business, consistent with past practices, except as otherwise required by this Agreement or as disclosed in Section 6.1 of applicable Law and (y) use all reasonable endeavors to maintain the Disclosure Letterbusiness organization, without operations and goodwill of, and to preserve the present relationships with, its and its Subsidiaries’ executive officers and other employees and material customers, Material Advertisers, Material Suppliers, and Material Aggregators and other material business partners. Without limiting the generality of the foregoing, Seller during the Interim Period, the Company shall not take, and shall cause the Other Sellers not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld or delayed), take any of the following actions with respect its Subsidiaries to the Business: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien, any of the Purchased Assets other than (i) sales of inventory in the ordinary course of businessrefrain from taking, (iiA) other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted Liens; (b) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions action that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause required to be terminated any existing activities or negotiations with any parties conducted heretofore with respect disclosed on Sections 3.10(a), (b), (d), (e), (f), (g) (without regard to any of the foregoing; (c) engage in any material transaction concerning the Business “Material Adverse Effect” or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, “other than in the ordinary course of business business” qualifications in such clause (g)) or (h) of the Company Disclosure SchedulesSECTION 1.1(g)) if such action were taken since December 31, 2018 and prior to the execution of this Agreement and (B) any of the following actions, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), save as required by applicable Lawset forth on Section 5.3 of the Company Disclosure Schedules: (i) enter into any labor or Collective Bargaining Agreement or any contract or arrangement with any trade union or labor union; (fii) cancel, compromise, release or assign commence any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, Proceeding other than in the ordinary course of business; (iiii) enter fail to make any estimated or other Tax payments required by applicable Law when due (without taking into account any material financing arrangement, agreement deductions or undertaking other Tax Assets associated with any customer consummation of the Business transactions contemplated by this Agreement or the other Transaction Documents) save for any financial institution, leasing company or similar business that permits recourse to Purchaser or any non-payment in respect of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually disputed in good faith, or in the aggregate and that are entered into in incur any Tax outside the ordinary course of business; (jiv) mortgage institute any general layoff of employees or implement any early retirement plan or announce the planning of such a program or otherwise conduct any “plant closing” or “mass layoff” which would trigger any notification or other requirements under the WARN Act; (v) amend or voluntarily fail to continue in full force and effect without material modification all existing policies or binders of insurance or, other than scheduled renewals or otherwise in the ordinary course of business, enter into new insurance policies; (vi) purchase or acquire any real property or rights therein in excess of $5,000,000 in the aggregate; (vii) except as expressly required by the terms of this Agreement, change cash management practices in any material respects (including any policies regarding extensions of credit, prepayments, pricing, sales, collections, billing, receivables, rebates, or refunds), in bad faith with the purpose of (A) accelerating to pre-Closing periods invoicing or collection of accounts receivable from billing aggregators, advertisers or others that would have otherwise been expected to occur post-Closing; or (B) delaying payment or satisfaction of accounts payable beyond its regular due date or the date when the same would have otherwise been paid or satisfied, as applicable; (viii) acquire by merging or consolidating with or otherwise, or by acquiring, directly or indirectly, any equity interest in or material portion of the assets of, any business or Person or division thereof; provided, however, that this Section 5.3(a)(viii) shall not prohibit the Bumble Fund from acquiring by merger or consolidating with or otherwise, or acquiring, directly or indirectly, any equity interest in or material portion of the assets of, any business or Person or division thereof as a result of investments disclosed to Parent prior to the date hereof; (ix) enter into any joint venture, partnership, strategic alliance or similar arrangement with a value in excess of $10,000,000, other than any joint venture, partnership, strategic alliance or similar arrangement involving the Bumble Fund disclosed to Parent prior to the date hereof; (x) adopt a plan or agreement of, or resolutions providing for or authorizing, any complete or partial liquidation or dissolution (except for a solvent liquidation of a dormant Subsidiary), merger, consolidation, restructuring, recapitalization or other reorganization under local or foreign Law; (xi) amend (or waive any provision of) any Organizational Documents of the Company or its Subsidiaries; (xii) make any change in the Company or any of its Subsidiaries’ authorized share capital or change, modify, issue, transfer, subject to a Lien, sell or pledge, or authorize the issuance, sale or pledge of, additional equity interests or Equity Rights (including Company Shares or Options), except for (i) issuances of Company Shares as may result from the exercise of Vested Options outstanding as of the date of this Agreement, and (ii) issuances of shares in a Subsidiary to its parent company; (xiii) pay or agree to pay, grant, increase, fund or accelerate the vesting or payment of any pension, retirement allowance or other employee benefit not contemplated by any Benefit Plan to any director, officer or employee, whether past or present, in excess of $300,000, other than as required by applicable Law or Contract in effect on the date hereof; (xiv) (A) increase the compensation or benefits (including severance benefits) payable or provided to any employees, officers, directors or other individual service providers of the Company and its Subsidiaries, other than increases made in the ordinary course of business, consistent with past practice with respect to any employee whose target annual cash compensation does not exceed $300,000; (B) take any action to amend or waive any performance or vesting criteria or accelerate the vesting, exercisability, funding or payment or benefit under any Benefit Plan, including under Unvested Options or Unvested Growth Shares; (C) grant or provide any additional rights to, or enter into any agreement providing for, severance, retention, change-in-control or termination pay or other termination benefit to any employees, officers, directors or other individual service providers of the Company and its Subsidiaries, otherwise than in the ordinary course of business, consistent with past practice, all of which arrangements shall be treated as Transaction Expenses hereunder (where consistent with such definition); (D) create, enter into or adopt any new Benefit Plan or amend, terminate or otherwise make any material change to any existing Benefit Plan (including all sales commission and similar plans) (or any plan, agreement or arrangement that would be a Benefit Plan if in effect on the date hereof) in each case where such activity would be reasonably expected to result in a Liability to the Company and its Subsidiaries in excess of $300,000 per annum; (E) fail to make any contributions to any Benefit Plan when due (except as would not result in a material Liability to the Company or any of its Subsidiaries); or (F) hire any officer or other employee whose target annual cash compensation exceeds $300,000, or terminate the Purchased Assets employment of any current officer or subject other employee whose target annual cash compensation exceeds $300,000, other than for “cause”; (xv) make any of the Purchased Assets material adverse change to any Lien (privacy policy or the operation or security of any material IT Systems, other than Permitted Liensas required by Law; (xvi) (A) other than in the ordinary course of business, enter into any Contract that would be a Material Contract (if in existence on the date of this Agreement), (B) waive, release or assign any material right, claim or remedy under any Material Contract, or (C) amend, voluntarily cancel, voluntarily fail to renew or otherwise prematurely terminate any Material Contract, other than in the ordinary course of business; provided, however, that if Parent fails to respond to the Company’s written request for approval of any such action (which response may include a request for additional information) within three Business Days of receipt of any such request, Parent shall be deemed to have given its written consent to such action, and further provided that this clause (xvi) shall not apply in respect of any Contract that would be a Material Contract only pursuant to Section 3.11(a)(viii), to the extent that such Contract is terminated prior to the Measurement Time); (kxvii) make enter into any changes new line of business; (xviii) enter into, modify or amend, any Contract, or engage in the pricingany dealings or transaction, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operationswith any Related Party, other than non-material changes Contracts with employees or consultants in the ordinary course of businessbusiness consistent with past practice or any Contract terminated prior to the Measurement Time; (lxix) institute settle, compromise or settle consent to the entry of any material legal proceeding Order with respect to the BusinessMatch Litigation, in each case save (A) in respect of any settlement of the Match Litigation where (x) such settlement provides only for the payment of monetary damages (and does not impose any conditions or restrictions on the Company or any of its Subsidiaries in respect of the future operations of their respective business), and (y) there is no admission of Liability on the part of, and no finding or admission of any violation of any Law or any violation of the rights of any Person by, the Company or any of its Subsidiaries, (B) in respect of consent to the entry of an Order, where the Company has requested consent from Parent, a delay in Parent’s response will prejudice the Company with respect to such Order and Parent has not provided or refused such consent within 24 hours of the request being made; (mxx) acquire an interest in any U.S. entity (including, for the avoidance of doubt, forming any new entity that is a U.S. entity), other than any such entity treated as a disregarded entity for U.S. federal income tax purposes; or (xxi) agree or commit to do any of the foregoing. (b) Nothing in this Section 5.3 shall prevent or restrict the Company or any of its Subsidiaries from: (i) taking any action or omitting to take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, extent required by applicable Law or cancel or terminate the insurance with respect to the Businessrequired by a regulatory authority of competent jurisdiction; (nii) establish, adopt, or enter into taking any Seller Plan action to the extent required by an emergency situation which impacts the Company or any planof its Subsidiaries, agreement, program, policy, trust, fund, where the Company has requested consent to such action from the Parent and such consent has not been provided or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closingrefused within 2 (two) Business Days; (oiii) make taking any newaction to the extent required by this Agreement or any other Transaction Document (including, for the avoidance of doubt, entering into any of the Transaction Documents, the consummation of the Pre-Closing Restructuring, the Finam Transactions and any other transactions contemplated by the Finam Transaction Documents, the Quack Acquisition Agreement or change any existing, Tax electionsthe Rollover Agreements, in each case, that would impose a Tax Liability on Purchaser after in accordance with the Closing; (p) take terms of this Agreement and any action to cause the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise to take any of the foregoing actionsTransaction Documents); or (riv) take or suffer taking any action with HMRC in respect of the ongoing VAT audit disclosed on Section 3.9(c) of the Company Disclosure Schedules , including the settlement of such audit, provided that the Company shall provide reasonably prompt notice to the Parent of any material developments regarding such audit and, and shall reasonably consult with the Parent regarding any material decisions to be taken in respect of such audit and shall take into account the reasonable comments of the Parent to the extent that the Tax liability is reasonably expected to result in an increase of the Tax Liability of the Company or any of its Subsidiaries, for the Pre-Closing Tax Period. (c) Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the operations of the Company or its Subsidiaries prior to Closing, and, prior to the Closing, the Company and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their respective businesses and operations. (d) Notwithstanding anything to the contrary in this Agreement, (i) between the Measurement Time and the Closing, none of the Company or its Subsidiaries shall take any action that would result (or omit to take any action) with the purpose of modifying the Net Cash Amount or Net Working Capital (in any breach of any representation or warranty set forth in Section 4.16(b) each case as if such representations amounts were measured as of immediately prior to the Closing rather than as of the Measurement Time) in order to increase the Closing Merger Consideration payable to the Sellers and warranties were made through (ii) during the two (2) week period prior to the Closing Date, the Company and/or its Subsidiaries shall not put any Cash on short-term deposit. (e) From the date of this Agreement until Closing, neither the Parent nor any of its Affiliates shall, pursuant to this Agreement, be entitled to: (i) receive detailed commercially sensitive information about the Business other than the information included in the Data Room or pursuant to reasonably necessary and appropriate “clean team” arrangements which comply with applicable Laws; or (ii) without the prior consent of Company, which the Company shall not unreasonably withhold, condition or delay, contact any known suppliers to, or known customers of the Business in connection with or with respect to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby. For the avoidance of doubt nothing in this clause Section 5.3(d) shall prevent the Parent or any of its Affiliates from contacting any person in the ordinary course of its business or for any reason unconnected with the transactions contemplated by this Agreement. (f) During the Interim Period the Company shall use all reasonable endeavours to procure resignations, effective as of the Effective Time, of such directors of the Company and its Subsidiaries as notified to the Company in writing not later than 20 Business Days prior to Closing.

Operation of the Business. Except as required by otherwise expressly provided in this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, each Seller Party covenants that, in respect of the Business (it being understood that nothing in this Section 6.1 shall in any way limit any Seller Party’s or any of their Subsidiaries’ operation of the Retained Business), from the date of this Agreement until the Closing it they will, and it will cause the Other Sellers their Subsidiaries to, use commercially reasonable efforts to continue, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closingefforts, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its their suppliers, customers and others having material business relationships with it them with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, Date the Purchased Assets and the goodwill associated therewith. Except Subject to applicable Law and except as otherwise disclosed expressly provided in this Agreement or Section 6.1 of the Disclosure Letter, from the date of this Agreement until the Closing, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed), the Seller Parties shall, and it shall cause the Other Sellers their Subsidiaries in respect of the Business to, continue to operate and conduct the Business in all material respects in the ordinary coursecourse of business consistent with past practice. Except Without limiting the generality of the foregoing, except as otherwise required by expressly provided in this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting and subject to applicable Law, the generality Seller Parties, from the date of this Agreement until the foregoingClosing, Seller shall not and shall cause the Other Sellers their Subsidiaries not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld withheld, conditioned or delayed), take any of the following actions with respect to the BusinessPurchased Assets: (a) transfer, sell, lease, assign, license or otherwise convey or dispose of, or subject suffer to exist any LienLien (other than Permitted Liens) on, any of the Purchased Assets Assets, the Owned Real Property or Assigned Real Property, other than (i) sales of inventory in the ordinary course of business, (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually or in the aggregateconsistent with past practices, or (iiiii) Permitted Liens; (b) directly or indirectlyterminate any Business Employee, through grant any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person leave of absence greater than two weeks (other than as required by applicable Law in which case Purchaser need only be notified of the reason for such leave and its Subsidiaries and their respective officersthe approved length), transfer any Business Employee, hire any new employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation or benefits arrangements of an Business Employee or under any Transferred EmployeesSeller Plan, except for increases in the compensation or benefits of such employees employees: (A) in the ordinary course of businessbusiness consistent with past practices, or (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law from time to time in effect or by any employee benefit plan, program or arrangement sponsored by any Seller Plan as Party or one of their Affiliates in effect on the date hereof; (c) cancel, compromise, release or (ii) hire new employeesassign any Indebtedness owed to the Business or any claims held by the Business, or (iii) enter into, adopt or amend any Seller Planin each case that would otherwise constitute Purchased Assets, other than in the ordinary course of business or as required by applicable Lawconsistent with past practice and in any event not in excess of $500,000 in the aggregate; (fd) cancel, compromise, release or assign enter into any material indebtedness owed to it or any material claims held by it, or any material rights Contract that would otherwise be part deemed to be a Transferred Material Contract if it were in existence as of the Purchased Assets date of this Agreement or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contractcontract) in any material respect the terms of any Assumed Transferred Material Contract; (h) sell, transfer, license Contract or otherwise convey or dispose of any Transferred Business Intellectual Property, either Assigned Lease other than in the ordinary course of businessbusiness consistent with past practice; (ie) enter into any material Contract containing a covenant not to compete or any other covenant restricting the development, manufacture, marketing or distribution of the products or services of the Business or that would adversely affect Purchaser’s ability to use, deploy, exploit, market, distribute, sell or otherwise develop the Purchased Assets or amend or extend in a manner adverse to the Business any such covenant in any existing Transferred Contract; (f) 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 otherwise acquire any assets (other than Inventory) that are material, individually or in the aggregate, to the Business; (g) (i) institute, settle or agree to settle any pending demand or Proceeding relating to or affecting the Purchased Assets or Assumed Liabilities (other than settlements of Proceedings (1) not involving Intellectual Property or Tax matters, (2) involving solely the payment of money damages (3) not involving an admission of liability) and (4) settled for less than US$150,000, or (ii) waive or surrender any rights related to any pending or threatened litigation to the extent relating to or affecting the Purchased Assets or Assumed Liabilities; (h) enter into any financing or guarantee arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries Affiliates which would constitute an Assumed Liability, Liability (other than such amounts that are not material individually or in the aggregate and that are entered into accounts payable incurred in the ordinary course of businessbusiness consistent with past practice); (i) grant any allowances or discounts outside the ordinary course of business or sell inventory (1) materially in excess of reasonably anticipated consumption for the near term, or (2) outside the ordinary course of business and inconsistent with past practice; (j) mortgage make or pledge change any material election in respect of Taxes, enter into any closing agreement in respect of Taxes, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the Purchased Assets or subject any of the Purchased Assets limitation period applicable to any Lien (other than Permitted Liens), other than claim or assessment in the ordinary course respect of business;Taxes; or (k) make any changes in the pricing, billing, collection, reimbursement, discount agree or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect commit to the Business; (m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise to take do any of the foregoing actions; or (r) take or suffer to be taken any action that would result in any breach of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through the Closing Dateforegoing.

Operation of the Business. Except as otherwise expressly permitted or required by this Agreement, between the date of this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, Seller covenants that, in respect of the Business, until and the Closing Date the Seller Parties acknowledge that: (a) Seller shall conduct the Business only in the ordinary course and shall continue to collect all Accounts Receivable in a manner consistent with past practice; (b) Seller shall maintain in working condition and service the Purchased Assets consistent with past practice and preserve intact the Business as it will, and it will cause the Other Sellers to, is currently organized; (c) Seller shall use commercially reasonable efforts to continuepreserve the goodwill of its suppliers, in a manner consistent contractors, licensors, employees, customers, distributors and others having business relations with the past practice Business; (d) Seller shall perform in all respects all of its obligations under, and not default or suffer to exist any event or condition that with notice or lapse of time or both could constitute a default under, any Contract; (e) Seller shall, at its own expense, maintain all insurance covering the Business, to keep available employees and Purchased Assets in full force and effect until 12:01 A.M. on the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after first day following the Closing DateDate with responsible companies, comparable in amount, scope and coverage to that in effect on the Businessdate hereof; (f) each Seller Party will use their reasonable best efforts to obtain in writing as promptly as possible all Seller Required Consents; (g) Seller shall not: (i) incur any Liability which would be an Assumed Liability, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects except in the ordinary course. Except as otherwise required by this Agreement course consistent with past practice; (ii) enter into, amend, modify, terminate (partially or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, Seller shall not and shall cause the Other Sellers not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld or delayedcompletely), take grant any of the following actions waiver under or give any consent with respect to the Business: (a) transfer, sell, lease, license any Contract or otherwise convey or dispose of, or subject to incur any Lien, any of the Purchased Assets other than (i) sales of inventory in Liability outside the ordinary course of business; (iii) Default under, or take or fail to take any action that (iiwith or without notice or lapse of time or both) other transferswould constitute a Default under any term or provision of any Contract; or (iv) create any Encumbrance on any of the Purchased Assets; (h) Seller shall comply with all applicable Laws, leasesordinances, licenses codes, rules and dispositions made regulations; (i) Seller shall not (i) sell, rent, lease or otherwise dispose of any of its Assets, except in the ordinary course of business that are not material individually consistent with past practice; (ii) make any payment or in the aggregate, or (iii) Permitted Liens; (b) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information distribution to, or initiate enter into any discussions or negotiations or cooperate transaction with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kindAffiliate, except for without the consent sales of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than Inventory in the ordinary course of business consistent with past practice; (iii) institute any increase or as required by applicable Law; amendment to any Plan, or adopt any new profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan or arrangement with respect to its employees; (fiv) cancelmake any change in the accounting, compromise, release Tax accounting or assign cash management policies and practices of Seller or revoke any material indebtedness owed to it Tax elections; or (v) enter into any material claims held by itContract with any Person who is a director, officer or any material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification Affiliate of any such Contract) in any material respect the terms Seller Party, except for sales of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than Inventory in the ordinary course of businessbusiness consistent with past practice; (j) except in the ordinary course of business consistent with past practice, Seller shall not (i) enter into any material financing arrangementContract, agreement (ii) incur any indebtedness for money borrowed (other than advances which constitute Unassumed Liabilities), (iii) make any capital expenditures or undertaking with commitments for capital expenditures, (iv) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any customer other Person, (v) increase the rate of the Business compensation payable or to become payable by it to any officer or any financial institutionother executive employee or make any general increase in the compensation or rate of compensation payable or to become payable to hourly employees or salaried employees, leasing company (vi) accrue or similar business that permits recourse pay to Purchaser or any of its Subsidiaries which would constitute an Assumed Liabilityofficers or employees any bonus, profit-sharing, retirement pay, insurance, death benefit, fringe benefit or other than such amounts that are not material individually or compensation, except as disclosed in the aggregate and that are entered into in the ordinary course of business; Schedules hereto or (jvii) mortgage or pledge make any of the Purchased Assets or subject any of the Purchased Assets advances to any Lien (other than Permitted Liens), other than in the ordinary course of businessits employees; (k) make any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-Seller shall confer with Buyer concerning operational matters of a material changes in the ordinary course of businessnature; (l) institute or settle any material legal proceeding with respect Seller shall otherwise report periodically to Buyer concerning the status of the Business;, operations and finances of Seller; and (m) no Seller Party shall, without the prior consent of Buyer, take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear exceptedaffirmative action, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise fail to take any reasonable action within their or its control, as a result of which any of the foregoing actions; or (r) take changes or suffer to be taken any action that would result in any breach of any representation or warranty set forth events listed in Section 4.16(b) if such representations and warranties were made through the Closing Date4.24 is likely to occur.

Operation of the Business. (a) Except (i) as required otherwise expressly contemplated by this Agreement or as disclosed in Section 6.1 any of the Disclosure LetterRelated Agreements, Seller covenants thator (ii) during the Interim Period, in respect of the Business, until the Closing it will, Sunoco shall (and it will shall cause the Other Sellers its Contributing Subsidiaries to, ): (i) use commercially their reasonable efforts to continue, conduct and operate the Refinery Business in a manner the ordinary course of business consistent with past custom and practice, including the past practice incurrence of the Business, to keep available the services capital expenditures and completion of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects maintenance in the ordinary course. Except as otherwise required by this Agreement or as disclosed ; (ii) use their reasonable efforts to operate the Refinery Business and maintain the Refinery Assets in Section 6.1 accordance with all applicable Laws currently in effect in all material respects; and (iii) use their reasonable efforts to (A) preserve, protect and keep intact beneficial relationships including those with agents, lessors, suppliers and customers and (B) preserve, protect and keep intact the present business operations, organization and goodwill of the Disclosure LetterRefinery Business. Notwithstanding anything to the contrary in this Section 8.1 or in any other provision of this Agreement, without if on or following September 1, 2012, Sunoco determines in good faith that its failure to cease ordering Upstream Inventory or other goods or services for the Refinery and/or take other actions to prepare for a possible closure of the Refinery would be reasonably likely to have material adverse economic effect on it or the Contributing Subsidiaries, Sunoco may or may cause any of the Contributing Subsidiaries to cease such orders or take such other actions from and after two (2) Business Days after Sunoco has provided notice to TCG of its intent to rely on this sentence, it being understood and agreed that Sunoco and each of the Contributing Subsidiaries shall continue to use their reasonable efforts to conduct and operate the Refinery Business in the ordinary course of business consistent with past custom and practice, subject to the foregoing provisions of this sentence. (b) Without limiting the generality of the foregoing, Seller shall not and shall cause during the Other Sellers not toInterim Period, without the prior written approval of Purchaser except (i) as otherwise expressly contemplated by this Agreement or set forth on Schedule 8.1(b) or (ii) as otherwise consented to by TCG in writing (which approval consent shall not be unreasonably withheld or delayedwithheld), take or (iii) as is otherwise required by Law or as is taken as any of Emergency Response Situation, during the following actions Interim Period, Sunoco shall not (and shall cause each its Contributing Subsidiaries not to), with respect to the Refinery Business: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien, any of the Purchased Assets other than (i) sales of inventory (A) except in the ordinary course of business, (ii) other transfersincur or assume any letters of credit, leasesperformance bonds, licenses and dispositions made in cash collateral or escrow requirements or similar credit support that would be binding on any of NewCo, the ordinary course of business that are not material individually Refinery Assets or in the aggregateRefinery Business after the Closing, or (iiiB) Permitted Liens; (b) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable Law; (f) cancel, compromise, release or assign any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than in the ordinary course of business; (i) enter into any material financing arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business; (j) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to grant any Lien (other than Permitted Liens), other than ) on any asset relating to or used (or held for use) in connection with the Refinery Business; (ii) except in the ordinary course of business, destroy or remove any Refinery Books and Records; (kiii) make any changes except in the pricingordinary course of business enter into any Contract that would have been a Material Contract if it would have been in effect on the date hereof and would be binding on any of NewCo, billing, collection, reimbursement, discount the Refinery Assets or warranty policies, practices and procedures for the Refinery Business or its operations, after the Closing other than non-material changes any replacement of any Material Contract on then current market terms; (iv) except in the ordinary course of business; (l) institute , amend, modify, renew or settle terminate any Material Contract, or otherwise waive, release or assign any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repairrights, order, and condition, reasonable wear and tear excepted, Claims or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan benefits of Sunoco or any planof the Contributing Subsidiaries under any Material Contract outside the ordinary course of business, agreementother than any extension of any Material Contract on then current market terms, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose be binding on any Liability on Purchaser of NewCo, the Refinery Assets or the Refinery Business after the Closing; (ov) enter into any other collective bargaining agreements, memorandums of understanding or any other labor agreements relating to the Refinery Employees; (vi) except in the ordinary course of business, authorize, make or commit to make any newmaterial capital expenditures related to the Refinery Business, the cost of which would be payable by any of NewCo or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Refinery Business following the Closing; (pvii) except in the ordinary course of business (including with respect to the sale of inventory), sell, assign, license, transfer, convey, lease, rent or otherwise dispose of or encumber any of the Refinery Assets or any material properties or assets of the Refinery Business; (viii) except in the ordinary course of business, increase in any manner the base compensation or other fringe, incentive, equity incentive, pension, retirement allowance, welfare or other employee benefits payable or to become payable to, or enter into any new employee benefits agreement or arrangement with, any Refinery Employee; (ix) except in the ordinary course of business, take any action to cause the Purchased Assets or the Business which could reasonably be expected to cause, any Refinery Employee who would otherwise be an Acquired Employee not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable theretoto be a Refinery Employee (other than termination for cause); (qx) agree in writing enter into any new Consent Decree with the United States Environmental Protection Agency or otherwise the United States Department of Justice that pertains to take any the Refinery and that will affect or limit operations of the foregoing actionsRefinery so as to cause a Material Adverse Effect; or (rxi) take agree, resolve or suffer commit to be taken do any action that would result of the actions prohibited in any breach of any representation or warranty set forth in this Section 4.16(b) if such representations and warranties were made through the Closing Date8.1(b).

Operation of the Business. Except as required by From the date of this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, Seller covenants that, in respect of the Business, until the Closing it willoccurs, Seller will continue to operate the Assets operated by Seller in the ordinary course of business consistent with past practice, (i) in material compliance with all applicable Laws, including, without limitation, Environmental Laws, and it will cause the Other Sellers to, use commercially reasonable efforts to continue(ii) in material compliance with all Basic Documents, in a manner consistent with the past practice case of both (i) and (ii), subject to any matters set forth on any schedules attached to this Agreement. From the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, date hereof until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, Seller shall not and shall cause the Other Sellers agrees not to, without the Purchaser’s prior written approval of Purchaser (consent, which approval shall not be unreasonably withheld or delayed), take any of the following actions with respect to the Business: (a) transferexcept as set forth in the second sentence of Section 7.3(b) below, sellexpend any funds in excess of $500,000 per operation or per well, leaseor make any commitments to expend funds in excess of $500,000 per operation or per well, license or otherwise convey incur any other obligations or dispose of, or subject to any Lien, any of the Purchased Assets other than (i) sales of inventory in the ordinary course of business, (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted Liens; (b) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Planliabilities, other than in the ordinary course of business and as would a prudent operator, except in the event of an emergency requiring immediate action to protect life, prevent environmental contamination, or as required preserve the Assets; (b) except where necessary to prevent the termination of a Mineral Interest, propose (i) the drilling of any additional wxxxx, (ii) the deepening, plugging back or reworking of any existing Wxxxx, or (iii) the abandonment of any Wxxxx. The foregoing shall in no way restrict Seller’s ability to participate in or choose to not participate in any proposals from the Purchaser for the foregoing (i)-(iii) and Seller may act upon any such third party proposal without the consent of Purchaser; provided, that with respect to any other proposal Seller shall obtain Purchaser’s consent; (c) sell, transfer, encumber, or abandon any portion of the Assets operated by applicable LawSeller other than sales and dispositions of Hydrocarbons and items of materials, supplies, Equipment, improvements or other personal property or fixtures forming a part of the Assets that have become obsolete or unusable; (d) allow any Material Contract to expire or be terminated, or amend any Material Contract or enter into any new contract that would be a Material Contract if in existence on the date of this Agreement; (e) fail to maintain any Governmental Authorization affecting the Assets operated by Seller; (f) cancel, compromise, release or assign enter into any settlement of any material indebtedness owed issues with respect to it any assets or any material claims held by it, audit or any material rights that would otherwise be part of the Purchased Assets other administrative or Businessjudicial proceeding with respect to Taxes for which Purchaser may have liability; (g) terminate (other than by expiration) fail or amend or modify (other than by automatic extension or renewal refuse to participate in any proposed operation on the Properties if deemed an amendment or modification the effect of such failure would result in the loss of any such Contract) interest in the Properties or any material respect the terms of any Assumed Material Contract;opportunity thereon; or (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than in the ordinary course of business; (i) enter into any material financing arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business; (j) mortgage or pledge do any of the Purchased Assets or subject foregoing. Notwithstanding the foregoing, each Seller will be free to do any of the Purchased foregoing, at such Seller’s expense, without the consent of Purchaser where needed to comply with Seller’s HSSE policies. Notwithstanding the foregoing, until the Closing: SWEPI will suspend its workover program on the SWEPI Assets; and SWEPI will suspend its project to modify the surface equipment located on the SWEPI Assets in connection with the new Pinedale Field low pressure gathering system. Requests for approval, in the case of ULTRA as Purchaser, of any action restricted by this Section 7.3 shall be delivered to the following individual, who shall have full authority to grant or deny such requests for approval on behalf of Purchaser: UPL Pinedale, LLC c/o Ultra Resources, Inc. 300 Xxxxxxxxx Xxx Xxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Attention: Bxxx Xxxxxxx Email: bxxxxxxx@xxxxxxxxxxxxxx.xxx Phone: (000) 000-0000 Requests for approval, in the case of SWEPI as Purchaser, of any Lien action restricted by this Section 7.3 shall be delivered to the following individual, who shall have full authority to grant or deny such requests for approval on behalf of Purchaser: SWEPI LP 2000 Xxxxxxxxxx Xx Xxxxxxxxx, XX 00000 Attention: Wxxxx Xxx Email: wxxxx.xxx@xxxxx.xxx Phone: (other 000) 000-0000 Purchaser’s approval of any action restricted by this Section 7.3 shall be considered granted within 10 days (unless a shorter time is reasonably required by the circumstances and such shorter time is specified in Seller’s notice, but in no event less than Permitted Liens48 hours) of Seller’s notice to Purchaser requesting such consent unless Purchaser notifies Seller to the contrary during that period. Notwithstanding the foregoing provisions of this Section 7.3, in the event of an emergency, Seller or any member of Seller Group may take such action as reasonably necessary and shall notify Purchaser of such action promptly thereafter. PURCHASER RELEASES SELLER AND EACH MEMBER OF SELLER GROUP FROM ANY LIABILITY FOR SELLER’S OR SELLER GROUP MEMBER’S OWN NEGLIGENCE, INCLUDING SELLER’S OR SELLER GROUP MEMBER’S SOLE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), other than in the ordinary course of business; (k) make any changes in the pricingIN ANY CAPACITY, billingOR FROM ANY LIABILITY TO PURCHASER EXISTING BY OPERATION OF STATUTE OR UNDER STRICT LIABILITY, collectionARISING OUT OF, reimbursementCONNECTED WITH OR RELATED TO, discount or warranty policiesSELLER’S OPERATION, practices and procedures for the Business or its operationsOWNERSHIP OR CONTROL OF THE ASSETS FROM THE EFFECTIVE TIME UNTIL THE CLOSING DATE; PROVIDED, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repairHOWEVER, orderTHIS RELEASE DOES NOT INCLUDE BREACHES OF THE SPECIFIC COVENANTS SET OUT IN THIS SECTION 7.3, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise to take any of the foregoing actions; or (r) take or suffer to be taken any action that would result in any breach of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through the Closing DateAND PURCHASER DOES NOT RELEASE THE RESPECTIVE SELLER FROM THE CONTRACTUAL OBLIGATIONS UNDERTAKEN BY SUCH SELLER IN THIS SECTION 7.3.

Operation of the Business. Except (i) as required set forth on Section 6.01 of the Disclosure Schedule, (ii) to the extent consented to by Buyer (such consent not to be unreasonably withheld, conditioned, or delayed), or (iii) for actions or omissions contemplated by this Agreement, during the period from the date hereof and continuing until the earlier of the termination of this Agreement or as disclosed in Section 6.1 of the Disclosure LetterClosing, Seller covenants that, in respect of the Business, until the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts Company to continue, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact conduct the Business in all material respects and to maintain the ordinary course in all material respects respects, including Seller shall cause the ordinary Company to seek to maintain the Owned Real Property in its present order and customary relationships condition in all material respects. Between the date of the Business with its suppliers, customers this Agreement and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except except (i) as otherwise disclosed in set forth on Section 6.1 6.01 of the Disclosure LetterSchedule, until (ii) to the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue extent consented to operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, Seller shall Buyer (such consent not and shall cause the Other Sellers not to, without the prior written approval of Purchaser (which approval shall not to be unreasonably withheld withheld, conditioned, or delayed), take any of or (iii) for actions or omissions contemplated by this Agreement, Seller will cause the following actions with respect to the BusinessCompany not to: (a) amend or otherwise change the Company’s certificate of incorporation or bylaws; (b) repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other equity interests of the Company; (c) transfer, sellissue, leasepledge, license or otherwise convey encumber, assign, sell or dispose of, or subject grant options, warrants or other rights to any Lienpurchase or otherwise acquire, any shares of capital stock or securities convertible, exchangeable or exercisable therefor of the Purchased Assets other than (i) sales of inventory in the ordinary course of business, (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted Liens; (b) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale Company or other disposition equity interests of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregateCompany; (d) grant effect any recapitalization, reclassification, reorganization or sell any option or right to purchase any like change in the capitalization of the Purchased Assets that are material to the Business individually or in the aggregateCompany; (e) (iother than as set forth on Section 6.01(e) grant of the Disclosure Schedule, declare, set aside or pay any material increase dividend or distribution in the compensation any property in respect of any Transferred Employees, except for increases in interest of the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable LawCompany; (f) cancel, compromise, release or assign any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than in the ordinary course of business; (i) enter into any material financing arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business; (j) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to any Lien (other than Permitted Liens), other than in the ordinary course of business; (k) make any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise to take any of the foregoing actions; or (r) take or suffer to be taken permit any action that would result in cause any breach of any representation the changes, events or warranty set forth conditions described in Section 4.16(b4.07(d), (f), (g), (h), (j), (k), (l), or (n) if such representations and warranties were made through the Closing Dateto occur.

Operation of the Business. Except At all times from and after the date of this Agreement until the Effective Time or the earlier termination of this Agreement, the Company agrees as follows (except as expressly contemplated or permitted by this Agreement, as required by this Agreement Law or as disclosed set forth on Schedule 6.2, or to the extent that Parent otherwise consents in Section 6.1 writing): (a) The Company and its Subsidiaries shall conduct the Business only in, and the Company and its Subsidiaries shall not take any action except in, the ordinary course consistent with past practices. Further, the Company shall not, and shall not permit any of its Subsidiaries to, (i) take any action that would make any representation and warranty of the Disclosure LetterCompany hereunder inaccurate in any material respect at, Seller covenants that, in respect or as of the Business, until the Closing it will, and it will cause the Other Sellers any time prior to, the Effective Time or (ii) omit to take any action necessary to prevent any such representation or warranty from being inaccurate in any material respect at any such time. (b) Without limiting the generality of Section 6.2(a): (i) the Company and its Subsidiaries shall use their commercially reasonable efforts to continuepreserve their respective present business organizations, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain key officers and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, Seller shall not and shall cause the Other Sellers not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld or delayed), take any of the following actions with respect to the Business: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien, any of the Purchased Assets other than (i) sales of inventory in the ordinary course of business, (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted Liens; (b) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives maintain their assets and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable Law; (f) cancel, compromise, release or assign any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than in the ordinary course of business; (i) enter into any material financing arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business; (j) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to any Lien (other than Permitted Liens), other than in the ordinary course of business; (k) make any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be properties in good repair, order, working order and condition, reasonable condition (ordinary wear and tear excepted), or cancel or terminate the maintain insurance on their tangible assets and business in such amounts and against such risks and losses as are currently in effect, preserve their relationships with respect to the Business; (n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets or the Business to not customers and suppliers and others having significant business dealings with them and comply in all material respects with all Laws applicable to them, and all orders (ii) the Company shall not, and shall not permit any of any Governmental Authorities applicable theretoits Subsidiaries to: (i) amend its Certificate of Incorporation or Bylaws; (qii) agree in writing split, combine or reclassify any outstanding shares of its capital stock or repurchase, redeem or otherwise acquire any shares of its capital stock or declare or pay any dividends on such shares; (iii) form any subsidiary or acquire any equity interest in any other Person; (iv) issue, sell or grant any additional shares of its capital stock or any options, warrants, convertible securities, subscription rights, conversion rights, exchange rights or other Contracts relating to take the issuance or sale of any shares of its capital stock, other than Company Common Stock issued as a result of the foregoing actionsproper exercise of Company Options or the Company Warrants outstanding as of the date of this Agreement; or (rv) take adjust or suffer to be taken any action that would result in any breach change the price or otherwise change the terms of any representation options, warrants or warranty set forth in Section 4.16(bother convertible securities (including the Company Options and the Company Warrants) if such representations and warranties were made through outstanding as of the Closing Date.date of this Agreement;

Operation of the Business. Except as required by this Agreement or as disclosed in Section 6.1 (a) Until the earlier of the Disclosure LetterFinal Closing or a Termination Event: (i) Seller shall continue to conduct the Business for its own account in the ordinary course consistent with Seller’s past practice (including, Seller covenants thatwithout limitation, in respect of the Businesspromotional and marketing activities), until the Closing it willwithout interruption, and it will cause the Other Sellers towithout any input or influence from Buyer, and shall use commercially its reasonable efforts to continue, in a manner consistent preserve intact its relationships with the past practice of the Business, to third parties and keep available the services of their respective employees engaged in the Business through Employees; (ii) Seller shall be solely responsible for, and shall timely pay and discharge, all costs and expenses arising from the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships day-to-day use of the Business with its suppliers, customers Real Property and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, operation of the Business, including, without limitation, all operating expenses, salaries, wages, taxes, insurance costs, and repair and maintenance costs; (iii) Seller shall not incur any Indebtedness with respect to the Purchased Assets Business (including any purchase money financing or capital leases of new or replacement equipment), except upon the prior written consent of Buyer; and (iv) Seller shall not distribute any cash to its shareholder, except for unrestricted cash available after funding of a reserve sufficient to pay (without duplication) current operating expenses of the Business, one-twelfth of the annual property taxes of the Business, one-twelfth of applicable annual insurance premiums of the Business, and the goodwill rent payment next due and the associated therewith. maintenance reserve holdback under the Lease. (b) Except as otherwise disclosed for sales of inventory to third parties in accordance with the provisions of Section 6.1 3(a)(i) of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoingAmendment, Seller shall not not, and shall cause the Other Sellers Retained Subsidiaries not to, sell, transfer, assign or otherwise dispose of any of the Purchased Assets without the prior written approval consent of Purchaser Buyer (which approval shall not to be unreasonably withheld or delayed), take any of the following actions with respect to the Business: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien, any of the Purchased Assets other than (i) sales of inventory in the ordinary course of business, (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted Liens; (b) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable Law; (f) cancel, compromise, release or assign any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than in the ordinary course of business; (i) enter into any material financing arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business; (j) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to any Lien (other than Permitted Liens), other than in the ordinary course of business; (k) make any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise to take any of the foregoing actions; or (r) take or suffer to be taken any action that would result in any breach of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through the Closing Date.

Operation of the Business. (a) Except as required by otherwise expressly provided in this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, Seller covenants that, in respect of the Business, until the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts to continue, in a manner consistent with the past practice prior written consent of Buyer, between the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain date hereof and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect Company and the Subsidiaries to: (i) conduct the respective businesses of the Business toCompany and the Subsidiaries only in the Ordinary Course of Business; (ii) use their commercially reasonable efforts to (A) preserve the present business operations, organization (including officers and employees) and goodwill of the Company and the Subsidiaries and (B) preserve the present relationships with Persons having business dealings with the Company and the Subsidiaries (including customers and suppliers); (iii) maintain (A) all of the assets and properties of, or used by, the Company and the Subsidiaries in their current condition, ordinary wear and tear excepted, and (B) insurance upon all of the properties and assets of the Company and the Subsidiaries in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (iv) (A) maintain, in accordance with GAAP, the books, accounts and records of the Company and the Subsidiaries in the Ordinary Course of Business, (B) continue to operate collect accounts receivable and conduct pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts other than in the Business Ordinary Course of Business, and (C) comply with all contractual and other obligations of the Company and the Subsidiaries; (v) comply with the capital expenditure plan of the Company and the Subsidiaries for 2005, including making such capital expenditures in the amounts and at the times set forth in such plan; and (vi) comply in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without with all applicable laws. (b) Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or with the prior written consent of Buyer (which may be withheld in Buyer’s sole discretion), between the date hereof and the Closing, Seller shall not and shall cause the Other Sellers Company and the Subsidiaries not to, without except as set forth on Schedule 5.3: (i) declare, set aside, make or pay any dividend or other distribution in respect of the prior written approval capital stock of, or other ownership interests in, the Company (whether in cash or in kind) or repurchase, redeem or otherwise acquire any outstanding shares of Purchaser (which approval shall not be unreasonably withheld the capital stock or delayed)other securities of, take or other ownership interests in, the Company or any of the following actions Subsidiaries; (ii) transfer, issue, sell, pledge, encumber or dispose of any shares of capital stock or other securities of, or other ownership interests in, the Company or any of the Subsidiaries or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of, or other ownership interests in, the Company or any of the Subsidiaries; (iii) effect any recapitalization, reclassification, stock split, combination or like change in the capitalization of the Company or any of the Subsidiaries, or amend the terms of any outstanding securities of the Company or any Subsidiary; (iv) amend the certificate of incorporation or by-laws or equivalent organizational or governing documents of the Company or any of the Subsidiaries; (v) (A) increase the salary or other compensation of any director, officer or employee of the Company or any of the Subsidiaries, except for normal increases as part of the Person’s annual review process consistent with past practice, except that with respect to any employee having compensation in excess of $125,000, no such increase shall exceed 7%; (B) grant any unusual or extraordinary bonus, benefit or other direct or indirect compensation to any director, officer, employee or consultant; (C) increase the coverage or benefits available under any (or create any new) severance pay, termination pay, vacation pay, Company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan or arrangement made to, for, or with any of the directors, officers, employees, agents or representatives of the Company or any of the Subsidiaries or otherwise modify or amend or terminate any such plan or arrangement; or (D) enter into any employment, deferred compensation, severance, special pay, consulting, non-competition or similar agreement or arrangement with any directors or officers of the Company or any Subsidiary (or amend any such agreement to which the Company or any of the Subsidiaries is a party); (vi) except in the Ordinary Course of Business (A) issue, create, incur, assume, guarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently or otherwise) any Indebtedness; (B) pay, repay, discharge, purchase, repurchase or satisfy any Indebtedness; or (C) materially modify the terms of any Indebtedness; (vii) subject to any Lien or otherwise encumber except for Permitted Liens and Liens being contested in good faith, any of the properties or assets (whether tangible or intangible) of, or used by, the Company or any of the Subsidiaries; (viii) 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 and the Subsidiaries, other than in the Ordinary Course of Business; (ix) enter into or agree to enter into any merger or consolidation with any corporation or other entity, engage in any new line of business, or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities, of any other Person; (x) cancel or compromise any debt or claim or waive or release any material right of the Company or any of the Subsidiaries except in the Ordinary Course of Business; (xi) enter into any commitment for capital expenditures of the Company and the Subsidiaries in excess of $100,000 for any individual commitment and $500,000 for all commitments in the aggregate; (xii) enter into, modify or terminate any labor or collective bargaining agreement of the Company or any of the Subsidiaries or, through negotiation or otherwise, make any commitment or incur any liability to any labor organization with respect to the Business: (a) transfer, sell, lease, license Company or otherwise convey or dispose of, or subject to any Lien, any of the Purchased Assets Subsidiaries; (xiii) introduce any material change with respect to the operation of the Company or any of the Subsidiaries, including any material change in the Policies of the Company or any of the Subsidiaries in effect as of the date of this Agreement, Cardholder Agreements, collection practices, pricing, or credit line increases; (xiv) make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Material Contract with any Related Persons; (xv) enter into any contract, understanding or commitment that restrains, restricts, limits or impedes the ability of the Company or any Subsidiary to compete with or conduct any business or line of business in any geographic area or solicit the employment of any persons; (xvi) enter into, terminate, amend, restate, supplement or waive any material rights under any Material Contract, Real Property Lease, Personal Property Lease or Intellectual Property License, other than (i) sales of inventory in the ordinary course Ordinary Course of businessBusiness; (xvii) settle or compromise any pending or threatened legal proceeding or any claim or claims for, (ii) other transfersor that would result in a loss of annual revenue of, leasesan amount that would, licenses and dispositions made in the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted Liensreasonably be expected to be greater than $100,000; (bxviii) directly materially change or indirectlymodify its credit, through collection or payment policies, procedures or practices, including acceleration of collections or receivables (whether or not past due) or fail to pay or delay payment of payables or other liabilities; (xix) implement or adopt any officerchange in accounting principles, director practices or agentmethods used by the Company or its Subsidiaries, solicit inquiries other than as may be required by GAAP or proposals that constituteby any Governmental Body; (xx) make, change or revoke any material Tax election, settle or compromise any material Tax claim or liability or enter into a settlement or compromise, or are intended change (or make a request to lead any Taxing Authority to a proposal or offer from, provide change) any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and material aspect of its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition method of accounting for Tax purposes which would have the effect of increasing the Tax liability of the Business Company or any Subsidiary or decreasing the Tax attributes of the Company or any Subsidiary; (other than xxi) amend any Tax Return; prepare or file any Tax Return unless such Tax Return shall have been prepared in connection a manner consistent with transactions that past practice except as otherwise required by applicable law; (xxii) take any action which would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s the ability of the parties to consummate the transactions contemplated herebyby this Agreement; (xxiii) or otherwise knowingly facilitate or encourage any effort or attempt agree to do or seek (A) anything prohibited by Section 5.3(b)(v) to (vii), (x) to (xiii), (xvi), (xviii) and (xxii), (B) which would make any of the foregoing. representations and warranties of Seller will cease and cause to be terminated any existing activities in this Agreement or negotiations with any parties conducted heretofore with respect to any of the foregoing;Seller Documents untrue or incorrect in any material respect or would result in any of the conditions to the Closing not being satisfied or (C) that would be reasonably expected to have a Material Adverse Effect.; and (xxiv) agree to do (A) anything prohibited by Section 5.3(b)(i) to (iv), (viii), (ix), (xiv), (xv), (xvii), (xix) and (xxi). (c) engage Notwithstanding anything to the contrary herein, between the date hereof and the Closing Seller shall, and shall cause the Company and the Subsidiaries to, disclose to Buyer all opportunities any one of them wishes to pursue for the purchase of a portfolio of credit card receivables or credit card accounts at a price in excess of Ten Million Dollars ($10,000,000). If Buyer declines to consent to waive any of the restrictions contained in this Agreement that would prohibit such purchase, Buyer shall, or shall cause its Affiliate to, offer to the Company or its Subsidiaries the option to participate (on the same terms as Buyer or its Affiliates, as applicable) in any material transaction concerning the Business or the Purchased Assets, including attempt by making any material expenditure, investmentBuyer, or commitment or entering into any material agreement or arrangement of any kindits Affiliates, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right thereafter to purchase any of the Purchased Assets that are material to the Business individually portfolio or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable Law; (f) cancel, compromise, release or assign any material indebtedness owed to it or any material claims held by itaccounts, or any material rights that would otherwise be part of portions thereof, disclosed by the Purchased Assets or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than in the ordinary course of business; (i) enter into any material financing arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser Company or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business;to Buyer under this Section 5.3(c). (jd) mortgage or pledge any Seller shall cause the Company and it Subsidiaries to use commercially reasonable efforts to minimize the cost of the Purchased Assets or subject claims arising from the CardSystems Data Breach and to consult with Buyer prior to settling any of the Purchased Assets to any Lien (other than Permitted Liens), other than in the ordinary course of business; (k) make any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise to take any of the foregoing actions; or (r) take or suffer to be taken any action that would result in any breach of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through the Closing Dateclaims.

Operation of the Business. Except as required by this Agreement or as disclosed in Section 6.1 of Through the Disclosure LetterClosing, Seller covenants that, in respect of the Business, until the Closing it willeach KA Party shall, and it will shall cause its Subsidiaries to: (v) carry on its business only in the Other Sellers toordinary course, (w) use commercially reasonable efforts to continuepreserve its current business organizations and relationships (including preserving its rights, in a manner consistent franchises, goodwill, Permits and relationships with the past practice of the BusinessClients, KA Fund Investors, Governmental Entities and others with whom it conducts business), (x) use commercially reasonable efforts to keep available the services of their respective its officers, key employees engaged and subadvisors (if any), (y) pay all of its Liabilities as and when they become due, and (z) maintain and keep its assets (including back offices and systems) in good repair and condition, and keep in full force and effect the Policies. Without limiting the foregoing, except (i) as set forth in the Business corresponding subsection of Section 6.1 of the KA Disclosure Schedule, (ii) as otherwise specifically required by the Transaction Documents or (iii) as required by applicable Law, through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships none of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller KA Parties shall, and it each KA Party shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, Seller shall not and shall cause the Other Sellers its Subsidiaries not to, engage in, or take any action with respect to, any of the following without the prior written approval consent of Purchaser the Buyers (which approval shall not be unreasonably withheld withheld, conditioned or delayed), take any of the following actions ; provided that with respect to the Business:actions set forth in clauses (d), (e)(iii) and (e)(iv) below, the Buyers may withhold, condition or delay such consent in their sole discretion): (a) transfer, sell, lease, license any amendment or otherwise convey or dispose other modification of, or subject failure to comply with, the Organizational Documents of any Lien, any of the Purchased Assets other than KA Entity or KA Fund; (b) (i) sales of inventory in the ordinary course of businessany issuance, sale, repurchase, transfer, disposition, redemption or other acquisition of, (ii) any creation of any Lien (other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually or in the aggregatethan Permitted Liens) on, or (iii) Permitted Liens; (b) directly any subdivision, reclassification, combination or indirectly, through any officer, director modification to the terms or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate withrights of, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, equity interests of any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoingKA Entity; (c) engage making, declaring, setting aside or establishing a record date for payment of, any dividend or other distribution on or in respect of, any equity interests in any material transaction concerning KA Entity, unless (A) such dividend or distribution reduces Working Capital and (B) after any such dividend or distribution, the Business or Estimated Working Capital is greater than the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregateTarget Working Capital; (d) grant any (i) material change in any accounting methods, practices or sell policies, or in any option Tax accounting methods, practices, policies or right to purchase procedures, of any KA Entity, except as required by GAAP or (ii) revaluation of any of the Purchased Assets that are assets of any KA Entity, including the write-off of notes or accounts receivable in any material to the Business individually or amount, other than in the aggregateordinary course; (e) (i) grant entering into any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as closing agreement with a result of collective bargaining or other agreements Governmental Entity with such employees as in effect on the date hereof or (C) as required by applicable Law or respect to Taxes payable by any Seller Plan as in effect on KA Entity or KA Fund where the date hereofamount at issue is greater than $100,000, or (ii) hire new employeessettling any Tax litigation or administrative Action in respect of Taxes payable by any KA Entity or KA Fund where the amount at issue is greater than $100,000, or (iii) enter intoconsenting to any extension or waiver of the limitation period applicable to any Action or assessment in respect of Taxes payable by any KA Entity or KA Fund or (iv) making, adopt changing or amend revoking any Seller Plan, other than in the ordinary course Tax election of business any KA Entity or as required by applicable LawKA Fund; (f) cancelany cancellation, compromisemodification, release amendment, extension, renewal or assign assignment with respect to, or waiver of any right of any KA Entity under, any material indebtedness owed Indebtedness owing to it or any material claims held by itKA Entity, or other than any material rights cancellation of Indebtedness that would otherwise be part of the Purchased Assets or Businessreduces Working Capital; (g) terminate any acquisition, disposition, transfer or lease of, or creation of a Lien (other than by expirationPermitted Liens) on, any business or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification material asset of any such Contract) KA Entity, or any merger, consolidation, reorganization, liquidation or dissolution of, or entry into any new line of business by, any KA Entity or making or incurring any capital expenditures in any material respect excess of $1,000,000 in the terms of any Assumed Material Contractaggregate; (h) sellany investment in, transferacquisition of the equity interests or assets of, license or otherwise convey any loan or dispose of capital contribution or commitment to, any Transferred Business Intellectual PropertyPerson, in each case, other than in the ordinary course of business; provided that no new capital commitments shall be made to any KA Fund by a KA Entity; (i) enter into other than as required by applicable Laws, (i) any material financing arrangementincrease in (or acceleration of vesting of) the aggregate compensation (including equity, agreement bonus opportunities and Carried Interest) or undertaking with benefits of any customer director, manager, officer, employee or consultant, of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed LiabilityKA Entity, other than any acceleration of vesting of compensation pursuant to the Organizational Documents of such amounts KA Entity, (ii) hiring any director, manager, officer or employee (other than hiring a replacement for a vacant position with aggregate annual compensation that does not exceed by more than 10% that of the former Person holding such position), (iii) entering into any new, or extension, amendment or establishment of the terms under any existing, Contract with any director, manager, officer or employee of any KA Entity, in each case, in which (x) the compensation and benefits paid, or to be paid, to such Person are, or are not material individually reasonably expected to be, greater than $200,000 annually, or (y) any severance, change in the aggregate and that are entered into in the ordinary course control or similar payment could exceed $200,000, or (iv) adoption, establishment, amendment, entry into, or termination of businessany Benefit Plan (or any Contract thereunder); (j) mortgage (i) entering into any Contract that would have been (x) a Material Contract or pledge any (y) required to have been disclosed pursuant to Section 4.15, in each case, had such Contract been entered into as of the Purchased Assets date of this Agreement, or subject materially amending (including with respect to the fees payable thereunder) or terminating any such Contract or (ii) modifying, amending, extending, renewing, assigning or terminating, or granting any waiver of, any material provision of any Material Contract, Contract set forth in Section 4.15 of the Purchased Assets to any Lien (other than Permitted Liens), other than in the ordinary course of businessKA Disclosure Schedule or Permit; (k) make (i) cancelling or waiving any claims or rights of, or compromising or settling any Action relating to, any KA Entity or KA Fund, in each case, involving (x) claims, rights or payments in excess of $200,000 or (y) any material conditions on, or material changes in or restrictions relating to, the pricingbusiness, billingoperations or Taxes of any KA Entity or KA Fund post-Closing, collectionor (ii) responding to any material, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in routine inquiry of a Governmental Entity prior to providing notice to, and obtaining consent from, the ordinary course of businessBuyers (to the extent permitted by Law); (l) institute or settle any material legal proceeding with respect to the Business;forming a KA Fund; and (m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter entering into any Seller Plan Contract or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action commitment to cause the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise to take do any of the foregoing actions; or (r) take or suffer to be taken any action that would result in any breach of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through the Closing Dateforegoing.

Operation of the Business. (a) Except (i) as required otherwise expressly contemplated by this Agreement or as disclosed in Section 6.1 any of the Disclosure LetterRelated Agreements, Seller covenants thator (ii) during the Interim Period, in respect of the Business, until the Closing it will, Sunoco shall (and it will shall cause the Other Sellers its Contributing Subsidiaries to, ): (i) use commercially their reasonable efforts to continue, conduct and operate the Refinery Business in a manner the ordinary course of business consistent with past custom and practice, including the past practice incurrence of the Business, to keep available the services capital expenditures and completion of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects maintenance in the ordinary course. Except as otherwise required by this Agreement or as disclosed ; (ii) use their reasonable efforts to operate the Refinery Business and maintain the Refinery Assets in Section 6.1 accordance with all applicable Laws currently in effect in all material respects; and (iii) use their reasonable efforts to (A) preserve, protect and keep intact beneficial relationships including those with agents, lessors, suppliers and customers and (B) preserve, protect and keep intact the present business operations, organization and goodwill of the Disclosure LetterRefinery Business. Notwithstanding anything to the contrary in this Section 8.1 or in any other provision of this Agreement, without if on or following September 1, 2012, Sunoco determines in good faith that its failure to cease ordering Upstream Inventory or other goods or services for the Refinery and/or take other actions to prepare for a possible closure of the Refinery would be reasonably likely to have material adverse economic effect on it or the Contributing Subsidiaries, Sunoco may or may cause any of the Contributing Subsidiaries to cease such orders or take such other actions from and after two (2) Business Days after Sunoco has provided notice to TCG of its intent to rely on this sentence, it being ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. understood and agreed that Sunoco and each of the Contributing Subsidiaries shall continue to use their reasonable efforts to conduct and operate the Refinery Business in the ordinary course of business consistent with past custom and practice, subject to the foregoing provisions of this sentence. (b) Without limiting the generality of the foregoing, Seller shall not and shall cause during the Other Sellers not toInterim Period, without the prior written approval of Purchaser except (i) as otherwise expressly contemplated by this Agreement or set forth on Schedule 8.1(b) or (ii) as otherwise consented to by TCG in writing (which approval consent shall not be unreasonably withheld or delayedwithheld), take or (iii) as is otherwise required by Law or as is taken as any of Emergency Response Situation, during the following actions Interim Period, Sunoco shall not (and shall cause each its Contributing Subsidiaries not to), with respect to the Refinery Business: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien, any of the Purchased Assets other than (i) sales of inventory (A) except in the ordinary course of business, (ii) other transfersincur or assume any letters of credit, leasesperformance bonds, licenses and dispositions made in cash collateral or escrow requirements or similar credit support that would be binding on any of NewCo, the ordinary course of business that are not material individually Refinery Assets or in the aggregateRefinery Business after the Closing, or (iiiB) Permitted Liens; (b) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable Law; (f) cancel, compromise, release or assign any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than in the ordinary course of business; (i) enter into any material financing arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business; (j) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to grant any Lien (other than Permitted Liens), other than ) on any asset relating to or used (or held for use) in connection with the Refinery Business; (ii) except in the ordinary course of business, destroy or remove any Refinery Books and Records; (kiii) make any changes except in the pricingordinary course of business enter into any Contract that would have been a Material Contract if it would have been in effect on the date hereof and would be binding on any of NewCo, billing, collection, reimbursement, discount the Refinery Assets or warranty policies, practices and procedures for the Refinery Business or its operations, after the Closing other than non-material changes any replacement of any Material Contract on then current market terms; (iv) except in the ordinary course of business; (l) institute , amend, modify, renew or settle terminate any Material Contract, or otherwise waive, release or assign any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repairrights, order, and condition, reasonable wear and tear excepted, Claims or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan benefits of Sunoco or any planof the Contributing Subsidiaries under any Material Contract outside the ordinary course of business, agreementother than any extension of any Material Contract on then current market terms, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose be binding on any Liability on Purchaser of NewCo, the Refinery Assets or the Refinery Business after the Closing; (ov) enter into any other collective bargaining agreements, memorandums of understanding or any other labor agreements relating to the Refinery Employees; (vi) except in the ordinary course of business, authorize, make or commit to make any newmaterial capital expenditures related to the Refinery Business, the cost of which would be payable by any of NewCo or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Refinery Business following the Closing; (pvii) except in the ordinary course of business (including with respect to the sale of inventory), sell, assign, license, transfer, convey, lease, rent or otherwise dispose of or encumber any of the Refinery Assets or any material properties or assets of the Refinery Business; (viii) except in the ordinary course of business, increase in any manner the base compensation or other fringe, incentive, equity incentive, pension, retirement allowance, ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. welfare or other employee benefits payable or to become payable to, or enter into any new employee benefits agreement or arrangement with, any Refinery Employee; (ix) except in the ordinary course of business, take any action to cause the Purchased Assets or the Business which could reasonably be expected to cause, any Refinery Employee who would otherwise be an Acquired Employee not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable theretoto be a Refinery Employee (other than termination for cause); (qx) agree in writing enter into any new Consent Decree with the United States Environmental Protection Agency or otherwise the United States Department of Justice that pertains to take any the Refinery and that will affect or limit operations of the foregoing actionsRefinery so as to cause a Material Adverse Effect; or (rxi) take agree, resolve or suffer commit to be taken do any action that would result of the actions prohibited in any breach of any representation or warranty set forth in this Section 4.16(b) if such representations and warranties were made through the Closing Date8.1(b).

Operation of the Business. (a) Except as (A) required by applicable Law, Order or a Governmental Entity, (B) set forth in Section 4.01 of the Seller Parent Disclosure Letter, (C) consented to in advance by Buyer in writing (which consent shall not be unreasonably withheld, delayed or conditioned) or (D) required by the terms of this Agreement or as disclosed in Section 6.1 of any other Transaction Document (including the Disclosure Letter, Seller covenants that, in respect of the Business, until the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts to continue, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships implementation of the Business Internal Reorganization in accordance with its suppliersthe Business Steps Plan), customers between the date of this Agreement and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller shallParent shall (solely with respect to the Business), and it shall cause each Business Company and, solely with respect to the Other Sellers in respect Business, each of its other Subsidiaries (including the Business to, continue Acquired Companies) to (x) operate and conduct the Business in all material respects in the ordinary course. Except course of business consistent with past practice and (y) use reasonable best efforts to (1) preserve intact its business organizations (except in connection with the implementation of the Business Internal Reorganization), (2) preserve the Business’s relationship with its customers (including the Business Key Customers) and suppliers (including the Business Key Suppliers), (3) keep in full force and effect the material Business Intellectual Property as otherwise is reasonably necessary for the conduct of the Business and (4) maintain its material tangible Transferred Assets in their present state of repair as is reasonably necessary for the conduct of the Business (except for depletion in the ordinary course of business and ordinary wear and tear); provided that no action with respect to matters specifically addressed by Section 4.01(b) shall be deemed to be a breach of this Section 4.01(a) unless such action would constitute a breach of Section 4.01(b). (b) Without limiting the foregoing, except in respect of matters (A) required by this Agreement applicable Law, Order or as disclosed a Governmental Entity, (B) set forth in Section 6.1 4.01 of the Seller Parent Disclosure Letter, without limiting the generality of the foregoing, Seller shall not and shall cause the Other Sellers not to, without the prior written approval of Purchaser (C) consented to in advance by Buyer in writing (which approval consent shall not be unreasonably withheld withheld, delayed or delayedconditioned other than with respect to subsections (ii), take (vii), (ix) or (x) below), or (D) required by the terms of this Agreement or any other Transaction Document (including the implementation of the following actions Business Internal Reorganization in accordance with the Business Steps Plan, subject to Section 1.09), between the date of this Agreement and the Closing, Seller Parent shall not (solely with respect to the Business), and shall cause each Business Company and, solely with respect to the Business, each of its other Subsidiaries (including each Seller) not to: (ai) transferin the case of any Business Company, (A) adjust, split, subdivide, combine or reclassify any of its capital stock or other equity interests or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for its capital stock or other equity interests or (B) purchase, redeem or otherwise acquire or offer to purchase, redeem or otherwise acquire, directly or indirectly, any of its capital stock or other equity interests, voting interests or Stock Rights; (ii) in the case of any Business Company, (A) issue, deliver, sell, leasepledge, license or otherwise convey or dispose of, encumber or subject grant any equity interests, voting interests or Stock Rights or (B) otherwise admit any new equityholders into such Business Company; (iii) in the case of any Business Company, establish a record date for, declare, set aside for payment, authorize or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any Lienof its capital stock or other equity interests, in each case, with a record date prior to the Closing and a payment date after the Closing; (iv) amend the organizational or similar documents of any Business Company; (v) (A) acquire (including by merger, consolidation, acquisition of the Purchased stock or assets or any other business combination) any corporation, partnership or other business organization from any third party or (B) acquire any material Transferred Assets for a purchase price or other monetary commitment, other than (i) sales purchases of inventory Inventory and other asset purchases in the ordinary course of business, ; (iivi) other transfers, leases, licenses and dispositions made make any capital expenditures or commitments for capital expenditures in the ordinary course an amount in excess of business that are not material individually or $125,000,000 (one hundred twenty-five million dollars) in the aggregate, or (iii) Permitted Liens; (b) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable LawContracts in effect as of the date hereof; (fvii) cancel, compromise, release enter into any joint venture or assign other strategic partnership with any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Businessthird party; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (hviii) sell, transfer, assign, lease, license or otherwise convey dispose of, or make subject to a Lien (other than Permitted Liens), any of the Transferred Assets (including capital stock or other equity interests in any Business Subsidiary) other than (A) in the ordinary course of business or (B) obsolete, worn-out or excess assets; (ix) adopt or enter into any plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of, or otherwise liquidate, dissolve, reorganize or wind up the business and operations of, any Business Company; (x) list any equity interests or other securities of any Business Company on any stock exchange; (xi) (A) enter into any Contract that would be a Business Material Contract if entered into prior to the date of this Agreement or (B) terminate, extend or materially modify or amend any Business Material Contract, in the case of each of clause (A) and (B), other than (1) in connection with the expiration of such Business Material Contract (or a related Business Material Contract) in accordance with its terms, (2) any Contract, the subject matter of which is specifically addressed by another clause of this Section 4.01(b) (which, for the avoidance of doubt, shall be subject to such other clause of this Section 4.01(b)) or (3) except with respect to the Contracts set forth on Section 9.02(j) of the Seller Parent Disclosure Letter, in the ordinary course of business; (xii) other than any Assumed Indebtedness in accordance with Section 5.13(a), if applicable, (A) incur, assume, or otherwise become liable for any Indebtedness, (B) enter into any swap or hedging transaction or other derivative agreements other than in the ordinary course of business or (C) make any loans or capital contributions to any Person (except for extensions of trade credit and advances to employees in the ordinary course of business), in the case of each of clauses (A), (B) and (C), that will not be terminated prior to the Closing and that relates to any Business Company; (xiii) purchase, license, sell, abandon, cancel, let lapse, fail to renew, fail to continue to prosecute, fail to maintain, or otherwise dispose of any Transferred material Business Intellectual Property, other than in the ordinary course of business; (ixiv) enter into settle, or offer or propose to settle, any material financing arrangement, agreement Action made or undertaking with any customer of pending against the Business (whether or not Seller Parent or its Subsidiaries are party to such Action), that is material to the Business, other than the settlement of any financial institutionAction that requires payments following the Closing (net of insurance proceeds) in an amount not to exceed $2,500,000 individually or $10,000,000 in the aggregate; provided, leasing company or similar business however, that permits recourse to Purchaser this Section 4.01(b)(xiv) shall not permit the Seller Parent or any of its Subsidiaries which to settle any Action that would constitute an Assumed Liabilityinvolve material injunctive or equitable relief against the Business or the Business Companies or impose any material restrictions on the operations of the Business or the Business Companies or involve any license, other than such amounts that are not cross license or similar arrangement with respect to material individually or in the aggregate and that are entered into Business Intellectual Property; (xv) except (A) in the ordinary course of businessbusiness consistent with past practice, (B) as required pursuant to the terms of any Business Benefit Plan or Business Collective Bargaining Agreement as in effect as of the date of this Agreement or adopted, established, entered into or amended after the date of this Agreement not in violation of this Agreement or (C) actions that apply uniformly to Anticipated Business Employees and other employees of Seller Parent and its Subsidiaries or for which Seller Parent and its Subsidiaries will bear all liabilities, enter into or amend any Business Benefit Plan or Business Collective Bargaining Agreement; (jxvi) mortgage (A) make, change or pledge revoke any income or other material Tax election; (B) change any material annual Tax accounting period; (C) file any amended income or other material Tax return; (D) enter into any closing agreement with respect to income or other material Taxes; or (E) settle or surrender any material Tax claim, audit or assessment; (xvii) authorize or make any material change to the scope of the Purchased Assets Business; (xviii) enter into any new, or subject modify any of the Purchased Assets to any Lien existing, Business Intercompany Contract that is not terminable upon no more than thirty (other than Permitted Liens), other than 30) days’ notice and without penalty; (xix) except (A) in the ordinary course of businessbusiness consistent with past practice, (B) as required pursuant to the terms of any Business Benefit Plan or Business Collective Bargaining Agreement as in effect as of the date of this Agreement or adopted, established, entered into or amended after the date of this Agreement not in violation of this Agreement or (C) actions that apply uniformly to Anticipated Business Employees and other employees of Seller Parent and its Subsidiaries or for which Seller Parent and its Subsidiaries will bear all liabilities, increase the compensation or benefits payable or to become payable to any Anticipated Business Employee or Contingent Worker (to be assessed individually and in the aggregate); (kxx) make cause or permit any changes in the pricingPerson to become employed by, billing, collection, reimbursement, discount transferred to or warranty policies, practices and procedures for otherwise engaged by the Business or its operations, other than non-material changes in the ordinary course of business;Companies; or (lxxi) institute authorize, commit or settle any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise to take any of the foregoing actions; oractions described in this Section 4.01(b). (rc) take Notwithstanding anything to the contrary herein, (i) nothing contained in this Agreement or suffer to be taken any other Transaction Document shall prevent Seller Parent or its Subsidiaries (including the Business Companies) from taking any action that would result or failing to take any action in response to COVID-19 or COVID-19 Measures to the extent reasonably necessary to (A) address health or human safety concerns and to the extent reasonably consistent with any such action (or failure to take any such action) as Seller Parent and its Subsidiaries have taken in response thereto prior to the date hereof or (B) comply with COVID-19 Measures and (ii) no such actions or failure to take such actions shall be deemed to violate or constitute a breach of this Agreement; provided that, to the extent reasonably practicable, Seller Parent shall consult with Buyer prior to taking any such material actions or failing to take any such material actions. (d) Nothing contained in this Agreement or any other Transaction Document shall give Buyer, directly or indirectly, the right to control or direct the operations of Seller Parent or its Subsidiaries (including any Business Company) prior to the Closing. Prior to the Closing, Seller Parent and its Subsidiaries (including the Business Companies) shall exercise, consistent with the terms and conditions of this Agreement (including, for the avoidance of doubt, Annex D, which relates to planning for the post-Closing operation of the Business) and the other Transaction Documents, complete unilateral control and supervision over their respective business operations (including the Business). (e) For the avoidance of doubt, nothing contained in this Agreement or any other Transaction Document shall in any breach event limit or restrict Seller Parent or any of its Subsidiaries from (i) taking any actions or failing to take any actions with respect to any matter to the extent unrelated to the Business or (ii) declaring, setting aside or making any cash dividends or distributions in respect of any representation outstanding equity interests in Seller Parent or warranty set forth in Section 4.16(bany of its Subsidiaries (including the Business Companies) if such representations and warranties were made through on or prior to the Closing, except for dividends or distributions by a Business Company with a record date prior to the Closing Datebut a payment date after the Closing.

Operation of the Business. Except as required contemplated by this Agreement or as disclosed expressly agreed to in Section 6.1 writing by Purchaser, during the period from the date of the Disclosure Letter, Seller covenants that, in respect of the Business, until the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts this Agreement to continue, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and Target will conduct the Business in all material respects its operations only in the ordinary coursecourse of business consistent with sound financial, operational and regulatory practice, and will take no action which would have a Material Adverse Effect on its ability to consummate the Transactions. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without Without limiting the generality of the foregoing, Seller except as otherwise expressly provided in this Agreement or except as disclosed in the Target Disclosure Schedule, prior to the Closing Date, Target will not, and Shareholders shall not and shall cause the Other Sellers not or permit Target to, without the prior written approval consent of Purchaser (which approval shall not be unreasonably withheld or delayed), take any of the following actions with respect to the BusinessPurchaser: (a) transferamend its Charter Documents or bylaws (or similar organizational documents); (b) except as set forth in the Shareholders Disclosure Schedule, authorize for issuance, issue, sell, leasedeliver, license grant any options for, or otherwise convey agree or dispose ofcommit to issue, sell or subject to deliver any Lienshares of its capital stock or any other securities; (c) recapitalize, 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 combination thereof) in respect of its capital stock; or purchase, redeem or otherwise acquire any of its securities or modify any of the Purchased Assets other than terms of any such securities; (d) (i) sales create, incur, assume or permit to exist any long-term debt or any short-term debt for borrowed money other than under existing notes payable, lines of inventory credit or other credit facilities or in the ordinary course of business, ; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted Liensmake any loans, advances or capital contributions to, or investments in, any other Person; (b) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant amend any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Target Benefit Plan as in effect on the date hereof, or (ii) hire new employees(a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Target Benefit Plans, except for holiday bonuses in an aggregate amount not to exceed holiday bonuses for the prior year, or (iiic) amend, terminate or enter intointo any employment, adopt consulting, severance, change in control or amend similar agreements or arrangements with any Seller Planof its directors, officers or other than in the ordinary course of business or as required by applicable Lawemployees; (f) cancel, compromise, release or assign enter into any material indebtedness owed to it agreement, commitment or any material claims held by itcontract, except agreements, commitments or any material rights that would otherwise be part contracts for the purchase, sale or lease of the Purchased Assets goods or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than services in the ordinary course of business; (ig) enter into any material financing arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business; (j) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to any Lien (other than Permitted Liens), other than in the ordinary course of business, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any Contract with respect to, any (i) plan of liquidation or dissolution, (ii) acquisition of a material amount of assets or securities, (iii) disposition or Encumbrance of a material amount of assets or securities, (iv) merger or consolidation or (v) material change in its capitalization; (h) change any material accounting or Tax procedure or practice; (i) take any action the taking of which, or knowingly omit to take any action the omission of which, would cause any of the representations and warranties herein to fail to be true and correct in all material respects as of the date of such action or omission as though made at and as of the date of such action or omission; (j) compromise, settle or otherwise modify any material claim or litigation; (k) make permit any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business;existing insurance policy insuring Target Assets to terminate; or (l) institute commit, promise or settle any material legal proceeding with respect agree to the Business; (m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise to take do any of the foregoing actions; or (r) take or suffer to be taken any action that would result in any breach of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through the Closing Dateforegoing.

Operation of the Business. Except as required by From the date of this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, Seller covenants that, in respect of the Business, until the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts to continue, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closingoccurs, Seller shall, and it shall cause the Other Sellers in respect of the Business to, will continue to operate and conduct the Business in all material respects Assets in the ordinary course. Except as otherwise required by this Agreement or as disclosed course of business and in Section 6.1 of the Disclosure Lettermaterial compliance with all applicable Laws, including, without limiting limitation, Environmental Laws, and in material compliance with all Basic Documents. From the generality date hereof until Closing, except (i) as required in Seller’s reasonable judgment in the event of an emergency to protect life, property or the foregoingenvironment, Seller shall not and shall cause the Other Sellers not to(ii) as set forth on Schedule 1.2, without the prior written approval of Purchaser Schedule 6.1(o) or Schedule 7.3, or (iii) as expressly consented to in writing by Purchaser, which approval shall not be unreasonably withheld or delayed), take any of the following actions delayed (except with respect to the Businessclauses (c), (d), (e) and (g) below, in respect of which Purchaser’s consent may be withheld at its sole discretion), Seller shall: (a) transfernot expend any funds in excess of Two Hundred Fifty Thousand Dollars ($250,000) per operation or per well, sellor make any commitments to expend funds in excess of Two Hundred Fifty Thousand Dollars ($250,000) per operation, lease, license or otherwise convey incur any other obligations or dispose of, or subject to any Lien, any of the Purchased Assets other than (i) sales of inventory in the ordinary course of business, (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted Liens; (b) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Planliabilities, other than in the ordinary course of business and as would a prudent operator, except (i) to the extent such matters are set forth on Schedule 7.3, to preserve the Assets (including without limitation where needed to comply with any drilling obligations needed to maintain any Mineral Interest), (ii) Seller shall be free to continue its leasing, lease renewal or extension program in accordance with Seller’s past practice and as described on Schedule 1.2, and (iii) to the extent necessary to comply with applicable Laws; (b) not, except where necessary to prevent the termination of a Mineral Interest or where needed to comply with any drilling obligations needed to maintain any Mineral Interest, propose the drilling of any additional xxxxx, or propose the deepening, plugging back or reworking of any existing xxxxx; (c) not sell, transfer or abandon any portion of the Assets other than sales and dispositions of Hydrocarbons and items of materials, supplies, Equipment, improvements or other personal property or fixtures forming a part of the Assets that have become obsolete or unusable and except for any abandonment that is required by applicable Law, order or regulation; (d) not terminate (unless the term thereof expires pursuant to the provisions existing therein) or materially amend any Mineral Interest or Surface Interest; (e) not enter into any agreement which would constitute a Material Contract or terminate, cancel or materially amend the terms of any Material Contract; (f) cancel, compromise, release or assign not fail to maintain any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of Governmental Authorization affecting the Purchased Assets or BusinessAssets; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification not enter into any settlement of any such Contract) in material issues with respect to any material assets or audit or other administrative or judicial proceeding with respect the terms of any Assumed Material Contractto Taxes for which Purchaser may have liability; (h) sell, transfer, license or otherwise convey or dispose not commence participation in any “multiemployer plan” (as defined in Section 3(37) of ERISA) on behalf of any Transferred Business Intellectual Property, other than in the ordinary course of businessEmployee; (i) not, unless required by Law, (i) enter into into, amend, extend or terminate any material financing arrangementCBA covering any Business Employee or (ii) recognize or certify any labor union, agreement labor organization or undertaking with group of employee as the bargaining representative for any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of businessEmployees; (j) mortgage or pledge not commit to do any of the Purchased Assets or subject any of the Purchased Assets to any Lien foregoing actions contained in clauses (other than Permitted Liensa) through (g), other than in the ordinary course of business; (k) make any changes pay or cause to be paid all Taxes, Property Expenses, and Burdens, in each case, with respect to the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of businessAssets operated by Seller; (l) institute or settle any material legal proceeding with respect to maintain insurance coverage on the BusinessAssets in the amounts and types currently in force; (m) take any action use commercially reasonable efforts to cause maintain in full force and effect all Mineral Interests and Surface Interests, except where a reasonably prudent operator would not maintain the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Businesssame; (n) establishprovide Purchaser a monthly report, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after describing the Closingoperations with respect to the Assets during such calendar month; (o) make any new, renew or change any existing, Tax elections, in each case, that would impose a Tax Liability extend those Mineral Interests described on Purchaser after the Closing;Schedule 7.3(q); and (p) take any action prepare, in cooperation with Purchaser, (i) Exhibit A-3 of the NFG Midstream Assignment setting forth the Midstream Surface Interests to cause be conveyed to NFG Midstream pursuant to the Purchased Assets or NFG Midstream Assignment and (ii) Exhibit A-3 of the Business Seneca Assignment setting forth the Surface Interests to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise be conveyed to take Seneca pursuant to the Seneca Assignment. Notwithstanding the foregoing, Seller will be free to do any of the foregoing actions; or (r) take or suffer without the consent of Purchaser where needed to be taken comply with Seller’s HSSE policies. Requests for approval of any action that would result in any breach restricted by this Section 7.3 shall be delivered to the following individual, who shall have full authority to grant or deny such requests for approval on behalf of Purchaser: Name: Xxx Xxxxxx Email: XxxxxxX@xxxx.xxx Phone: (000) 000-0000 Purchaser’s approval of any representation action restricted by this Section 7.3 shall not be unreasonably withheld or warranty delayed (except as set forth in this Section 4.16(b7.3) if and shall be considered granted within ten (10) days (unless a shorter time is reasonably required by the circumstances and such representations shorter time is specified in Seller’s notice) of Seller’s notice to Purchaser requesting such consent unless Purchaser notifies Seller to the contrary during that period. Notwithstanding the foregoing provisions of this Section 7.3, in the event of an emergency, Seller or any member of Seller Group may take such action as reasonably necessary and warranties were made through the Closing Dateshall notify Purchaser of such actions as soon as reasonably possible after taking such actions.

Operation of the Business. Except as required otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure LetterSchedule 6.1, Seller covenants that, in respect of the Business, until the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts to continue, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closingemployees, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers (including dealers and distributors) and others having material business relationships with it with a view toward preserving for Purchaser to and its Designees, after the Closing Date, Date the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise provided in this Agreement or as disclosed in Section 6.1 of the Disclosure LetterSchedule 6.1, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects in the ordinary coursecourse consistent with past practice. Except as otherwise required contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure LetterSchedule 6.1, without limiting the generality of the foregoing, Seller shall not and shall cause the Other Sellers not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld or delayedwithheld), take any of the following actions with respect to the Purchased Assets or the Business: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien, any of the Purchased Assets (other than Business Intellectual Property, which is covered by Sections 6.1(j), (k) and (l)) other than (i) sales of inventory in the ordinary course of business, business or (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted Liensconsistent with past practice; (b) directly or indirectly, through any officer, director director, agent or agentotherwise, solicit solicit, initiate or encourage the initiation of inquiries or proposals that constitute, or are intended to could lead to a proposal or offer from, provide any confidential information to, or initiate participate in any discussions or negotiations or cooperate with, any corporation, partnership, Person or other entity or group (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business Purchased Assets (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s 's ability to consummate the Purchase and the other transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage make any acquisition of assets having a purchase price of $5 million or more in any material transaction concerning the Business or aggregate and which would become part of the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements business consistent with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, past practice or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable Law; (f) cancel, compromise, release or assign any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than in the ordinary course of business; (i) enter into any material financing arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business; (j) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to any Lien (other than Permitted Liens), other than in the ordinary course of business; (k) make any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise to take any of the foregoing actions; or (r) take or suffer to be taken any action that would result in any breach of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through the Closing Date.connection

Operation of the Business. Except as required otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure LetterAgreement, each Seller Party covenants that, in respect of the Business (it being understood that nothing in this Section 6.1 shall in any way limit any Seller Party’s or any of their Subsidiaries’ operation of the Retained Business), from the date of this Agreement until the Closing it they will, and it will cause the Other Sellers their Affiliates to, use commercially reasonable efforts to continue, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closingefforts, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its their suppliers, customers and others having material business relationships with it them with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, Date the Purchased Assets and the goodwill associated therewith. Except Subject to applicable Law and except as otherwise disclosed provided in this Agreement or as expressly provided in Section 6.1 of the Disclosure Letter, from the date of this Agreement until the Closing, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed), the Seller Parties shall, and it shall cause the Other Sellers their Subsidiaries in respect of the Business to, continue to operate and conduct the Business in all material respects in the ordinary coursecourse of business consistent with past practice. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement and subject to applicable Law, the Seller Parties, from the date of this Agreement until the Applicable Closing, shall not and shall cause the Other Sellers their Subsidiaries not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld withheld, conditioned or delayed), take any of the following actions with respect to the BusinessPurchased Assets: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject suffer to exist any LienLien (other than Permitted Liens) on, any of the Purchased Assets or the Assigned Real Property, other than (i) sales of inventory in the ordinary course of business, or (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted Liens; (b) directly or indirectlyterminate any Business Employee, through grant any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person leave of absence greater than two weeks (other than as required by applicable Law in which case Purchaser need only be notified of the reason for such leave and its Subsidiaries and their respective officersthe approved length), transfer any Business Employee, hire any new employees, representatives and agentsor grant any increase in the compensation or benefits arrangements of a Business Employee or under any Seller Plan, except for increases in the compensation or benefits of such employees: (A) that involvesin the ordinary course of business consistent with past practices (excluding severance or bonuses, directly or indirectly, in either case payable by any sale or other disposition Seller Party upon consummation of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated herebyby this Agreement, for Business Employees covered by parts (i) and (iii), but not part (ii) of such definition), or otherwise knowingly facilitate (B) as required by applicable Law from time to time in effect or encourage by any effort employee benefit plan, program or attempt to do arrangement sponsored by any Seller Party or seek any one of their Affiliates in effect on the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoingdate hereof; (c) engage in cancel, compromise, release or assign any material transaction concerning Indebtedness owed to the Business or any claims held by the Business, in each case that would otherwise constitute Purchased Assets, including by making other than in the ordinary course of business consistent with past practice and in any material expenditure, investment, or commitment or entering into any material agreement or arrangement event not in excess of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell enter into any option or right Contract that would be deemed to purchase any be a Transferred Material Contract if it were in existence as of the Purchased Assets that are material to the Business individually date of this Agreement or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable Law; (f) cancel, compromise, release or assign any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contractcontract) in any material respect the terms of any Assumed Transferred Material Contract or the Assigned Lease; (e) enter into any Contract containing a covenant not to compete or any other covenant restricting the development, manufacture, marketing or distribution of the products and services of the Business or that would adversely affect Purchaser’s ability to use, deploy, exploit, market, distribute, sell or otherwise develop the Purchased Assets or amend or extend in a manner adverse to the Business any such covenant in any existing Transferred Contract; (hf) sellacquire by merging or consolidating with, transferor by purchasing a substantial portion of the assets of, license or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise convey or dispose of acquire any Transferred Business Intellectual Property, assets (other than inventory sold to Flextronics) that are material, individually or in the ordinary course of businessaggregate, to the Business; (g) (i) institute, settle or agree to settle any Proceeding relating to or affecting the Purchased Assets or Assumed Liabilities before any court or other Governmental Authority (other than settlements of Proceedings (1) not involving Intellectual Property or Tax matters, (2) involving solely the payment of money damages and (3) not involving an admission of liability) or (ii) waive or surrender any rights related to any pending or threatened litigation to the extent relating to or affecting the Purchased Assets or Assumed Liabilities; (h) enter into any material financing or guarantee arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries Affiliates which would constitute an Assumed Liability, other than such amounts that are not material individually ; (i) grant any allowances or discounts outside the ordinary course of business or sell inventory materially in excess of reasonably anticipated consumption for the aggregate and that are entered into in near term outside the ordinary course of business; (j) mortgage or pledge any of fail to maintain its books and records with respect to the Purchased Assets or subject any of Assets, the Purchased Assets to any Lien (other than Permitted Liens), other than Assumed Liabilities and the Assigned Real Property in the ordinary course of businessaccordance with past practice; (k) make or change any changes material election in respect of Taxes, enter into any closing agreement in respect of Taxes, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the pricing, billing, collection, reimbursement, discount limitation period applicable to any claim or warranty policies, practices and procedures for the Business or its operations, other than non-material changes assessment in the ordinary course respect of business;Taxes; or (l) institute agree or settle commit to do any material legal proceeding of the foregoing. Not less than five (5) Business Days prior to the Closing, Seller shall deliver to Purchaser a supplement to Section 4.6(a) of the Disclosure Letter, which shall identify those Contracts with respect to the Business; (m) take Business entered into by any action to cause Seller Party or any of their respective Affiliates after the Purchased Assets date of this Agreement not to be in good repair, orderviolation of the terms hereof which would have constituted “Transferred Material Contracts” if such Contracts had been in effect as of the date hereof, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect such Contracts identified on such supplement to the Business; (nSection 4.6(a) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise to take any of the foregoing actions; or (rDisclosure Letter shall be deemed “Transferred Material Contracts” for all purposes hereof so long as such Contracts were entered into in accordance with the terms hereof. Seller shall also deliver to Purchaser a true, complete and correct copy of each such Contract no later than the time at which Seller delivers such supplement to Section 4.6(a) take or suffer to be taken any action that would result in any breach of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through the Closing DateDisclosure Letter.

Operation of the Business. Except (a) Between the Effective Date and the Closing Date, unless otherwise agreed in writing in advance by Parent or Buyer, Seller shall: (i) except as otherwise allowed or required by pursuant to the terms of this Agreement or Agreement, conduct the Business in the usual, regular and ordinary course in substantially the same manner as disclosed in Section 6.1 heretofore conducted; (ii) pay the debts, trade payables and Taxes of the Disclosure Letter, Seller covenants that, in respect of the Business, until the Closing it will, Business when due and it will cause the Other Sellers to, use commercially reasonable efforts to continue, in a manner consistent with prior practices; (iii) pay or perform other obligations of the past practice Business when due; (iv) preserve intact the current business organization of Seller relating to the Business, to keep available the services of their respective employees engaged in the Business through Designated Employees, and maintain the Closing, to maintain relations and preserve intact goodwill with the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers customers, distributors, licensors, licensees, landlords, trade creditors, Employees, agents, and others having material business relationships with it Seller relating to the Business, with a view toward the goal of preserving for Purchaser unimpaired the goodwill and its Designeesongoing business of the Business; (v) maintain all of the Transferred Assets in their current condition, after ordinary wear and tear excepted, and, in the event of any damage to or destruction of any of the Transferred Assets prior to the Closing Date, promptly replace, repair or restore such Transferred Assets; (vi) promptly notify Parent and Buyer in writing of any event or occurrence not in the usual, regular and ordinary course of the operation of the Business, or that has resulted, will result, or is reasonably likely to result, in the Purchased Assets and failure to satisfy any of the goodwill associated therewith. conditions specified in this Section 5.1 hereof; (b) Except as otherwise disclosed in Section 6.1 of expressly permitted by this Agreement, between the Disclosure Letter, until Effective Date and the ClosingClosing Date, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, Seller shall not and shall cause the Other Sellers not towill not, without the prior written approval consent of Purchaser (which approval shall not be unreasonably withheld Parent or delayed), take any of the following actions with respect to the BusinessBuyer: (ai) transfer, sell, lease, license lease or otherwise convey transfer or dispose of, or subject to enter into any Lien, any of the Purchased Assets other than (i) sales of inventory in the ordinary course of business, (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted Liens; (b) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore outbound license agreement with respect to any of the foregoingTransferred Assets; (cii) engage take any action to impair, encumber, create a Lien against or otherwise adversely affect the Transferred Assets; (iii) revalue any of the Transferred Assets, including without limitation writing down the value of any inventory; (iv) amend or modify, or violate the terms of, any of the Transferred Contracts; (v) make or change any election in respect of Taxes, adopt or change any material transaction concerning accounting method in respect of Taxes, enter into any closing agreement, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, in each case relating to the Business, the Transferred Products or the Transferred Assets; (vi) create, incur or assume any Liability that would materially and adversely affect the Business, the Transferred Assets or Parent’s and Buyer’s ability to conduct the Business in substantially the same manner and condition as conducted by Seller on the Effective Date; (vii) commence or settle any legal actions or proceedings or obtain any releases of threatened actions or proceedings involving or relating to the Business or the Purchased Transferred Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (dviii) grant accelerate any accounts receivable or sell defer any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable Law; (f) cancel, compromise, release or assign any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) accounts payable in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than in manner outside the ordinary course of business; (i) enter into any material financing arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business; (j) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to any Lien (other than Permitted Liens), other than in the ordinary course of business; (k) make any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect to the Business; (mix) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear exceptedaction, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise fail to take any of the foregoing actions; or (r) take or suffer to be taken any action action, that would result in any breach of any representation or warranty the representations and warranties set forth in Section 4.16(b) Article 3 not being true and correct on and as of the Closing Date with the same force and effect as if such representations and warranties were had been made through on and as of the Closing Date; or (x) agree to take any action described in subsection (i) through (ix) above.

Operation of the Business. (a) Except (i) as contemplated by this Agreement including the consent process set forth in Section 4.4, (ii) as required by this Agreement or applicable law, (iii) as disclosed provided in Employee Benefit Plans in effect as of the date hereof, (iv) as set forth in Section 6.1 4.2 of the Disclosure LetterSchedule, Seller covenants thator (v) as consented to in writing by the Buyer, in respect during the period from the date of this Agreement until the earlier of the Business, until the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts to continue, in a manner consistent with the past practice Date or proper termination of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Datethis Agreement, the Business, Seller shall conduct the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 operations of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, and without limiting the generality of the foregoing, the Seller shall not not, and shall cause the Other Sellers Canadian Subsidiary not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld or delayed), take any of the following actions with respect to the Business:Business and without written consent provided by the Buyer (which consent may be withheld in Buyer’s sole discretion): (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien, any of the Purchased Assets other than (i) sales of inventory in sell, assign or transfer any Sponsor Contract, Manager Contract or Acquired Asset (notwithstanding the ordinary course of businessforegoing, (ii) other transfers, leases, licenses it is understood and dispositions made agreed that the Seller shall be permitted to replace obsolete or worn-out Equipment in the ordinary course of business that are not material individually or in the aggregate, or (iiiand to make updates to Schedule 1.1(a)(iii) Permitted Liensto reflect such replacement); (bii) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating knowingly consent to the equity or debt imposition of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable Law; (f) cancel, compromise, release or assign any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than in the ordinary course of business; (i) enter into any material financing arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business; (j) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to any Lien (other than a Permitted Liens)Lien) upon any of the Sponsor Contracts, other than in the ordinary course of businessManager Contracts or Acquired Assets; (kiii) make any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any contract similar to a Manager Contract unless such contract (A) allows the Seller Plan to terminate at will upon thirty (30) days’ or less notice, (B) does not require any plan, agreement, program, policy, trust, fund, or other arrangement obligations to be performed by Seller after the date that could be an is six (6) months after any termination notice is delivered thereunder and (C) includes a consent from the counterparty thereto that allows the Seller Plan that would impose any Liability on Purchaser after to assign such contract to the Buyer in connection with the consummation of the Closing; (oiv) enter into any contract similar to a Sponsor Contract unless such contract (A) allows the Seller to terminate at will upon thirty (30) days’ or less notice, (B) does not require any obligations to be performed by Seller after the date that is six (6) months after any termination notice is delivered thereunder and (C) includes a consent from the counterparty thereto that allows the Seller to assign such contract to the Buyer in connection with the consummation of the Closing; (v) make any newchange in its accounting systems, policies, principles, practices or change any existing, Tax electionsmethods, in each case, that would impose impact the method for calculating the Revenue Run-Rate for the Participating Sponsors; (vi) with respect to the Acquired Assets or the Business, (A) make, revoke or amend any Tax election (outside the ordinary course of business), (B) compromise any claim, investigation, audit or controversy related to any material amount of Taxes, (C) consent to or execute any waiver of restrictions on a Tax Liability on Purchaser after claim or assessment, (D) enter into or amend any Tax agreement with a Tax authority or (E) file any amended Tax Return or claim for a refund of material Taxes, in the case of each of the foregoing subclauses (A) through (E), in a manner that would reasonably be expect to increase the Buyer’s Tax liability with respect to the Acquired Assets or the Business following the Closing; (pvii) take grant any action rights to cause severance benefits, “stay-pay” or termination pay to any Scheduled Employee or increase the Purchased Assets compensation or other benefits payable or potentially payable to any Scheduled Employee, in each case, other than grants or increases that are required by applicable law or the Business to not comply in all material respects with all Laws and all orders terms of any Governmental Authorities existing contract or Employee Benefit Plan as in effect as of the date hereof (or as amended in a manner also applicable theretogenerally to similarly situated employees of Seller and/or its ERISA Affiliates who are not Scheduled Employees); (qviii) enter into any employment, compensation or deferred compensation agreement (or any amendment to any such existing agreement) with any Scheduled Employee whose annual rate of base compensation exceeds $125,000; (ix) (A) accelerate, terminate, modify, amend, waive or otherwise alter or change any of the terms or provisions of any Assigned Sponsor Contract or pay any material amount in connection therewith not required by law or by any such contract or (B) accelerate, terminate, modify, amend, waive or otherwise alter or change any of the terms or provisions of any Assigned Manager Contract outside of the ordinary course of business or pay any material amount in connection therewith not required by law or by any such contract, in the case of clauses (A) and (B), other than as contemplated hereby in connection with obtaining the required consents for the assignment thereof; or (x) agree in writing or otherwise to take any of the foregoing actions; or. (rb) During the period from the date of this Agreement until the earlier of the Closing Date or proper termination of this Agreement, (i) in the event that the Seller, with respect to the Business, (A) waives, releases or cancels any material claims against a Participating Sponsor or Participating Manager or debts owing to it by a Participating Sponsor or Participating Manager, (B) pays any material amount or agrees to pay any material amount or perform any obligation in settlement or compromise of any Action or claims of liability against the Seller or any of its directors, officers, employees or agents or (C) agrees in writing to take any of the actions described in the foregoing clauses (A) and (B) or suffer (ii) (A) a Participating Sponsor cancels a Sponsor Contract or indicates in writing that it intends to cease business with the Seller or to materially reduce such business or (B) the Business experiences a material net outflow of assets under administration by Participating Clients, in the case of the foregoing clauses (i) and (ii), the Seller shall provide prompt (and in any event, within five (5) Business Days) notice of the occurrence of such event to the Buyer. (c) In the event that, prior to the Closing, the Seller enters into a contract similar to a Manager Contract or a contract similar to a Sponsor Contract, as contemplated by clauses (iii) or (iv) of Section 4.2(a), the Seller shall provide prompt (and in any event, within five (5) Business Days) notice of its entry into such contract to the Buyer, together with a copy of any such contract. The Buyer shall have an opportunity to review such contract and object to such contract becoming an Assigned Manager Contract or Assigned Sponsor Contract, as applicable, for purposes hereof. If the Buyer does not notify the Seller within ten (10) Business Days of receiving a copy thereof that Buyer agrees that such contract shall be an Assigned Manager Contract or an Assigned Sponsor Contract, such contract shall be deemed to be taken any action that would result rejected by the Buyer and shall, in any breach the case of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through a contract similar to a Manager Contract, be terminated at the Closing Dateas contemplated by Section 5.2(h) or, in the case of a contract similar to a Sponsor Contract, be terminated at the Closing as contemplated by Section 5.2(h) or become subject to the MAPSA Subcontracting Agreement, as applicable, to the extent the Seller has any remaining obligations under such contract following the Closing.

Operation of the Business. Except as set forth on Schedule 6.3 or as otherwise expressly permitted or required by this Agreement, between the date of this Agreement or as disclosed and the Closing Date Seller acknowledges that solely with respect to the Totowa Property: (a) Seller shall conduct the Business in Section 6.1 the ordinary course in accordance with its past practice under the Existing Manufacturing Agreement, except that, without the written consent of the Disclosure LetterBuyer, Seller covenants that, shall not undertake any capital improvement or make any commitment for capital expenditures in respect excess of $15,000 in the Business, until aggregate. Seller shall maintain and service the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts to continue, in a manner Purchased Assets consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with as it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, Seller shall not and shall cause the Other Sellers not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld or delayed), take any of the following actions with respect to the Business: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien, any of the Purchased Assets other than (i) sales of inventory in the ordinary course of business, (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted Liensis currently operated; (b) directly For the avoidance of doubt, the Parties acknowledge and agree that (i) the DAS Agreement is not a Purchased Asset or indirectlyan Assumed Liability, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agentsii) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore Buyer shall have no obligation with respect to any the DAS Agreement, either before or after the Closing, and (iii) Seller shall be solely responsible for the performance of its obligations under the foregoingDAS Agreement; (c) engage Seller will use its Commercially Reasonable efforts to obtain in any material transaction concerning writing as promptly as possible all Seller Required Consents and all of the Business or Closing Consents, which consents shall be in a form reasonably acceptable to Buyer and its counsel and shall not be subject to the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement satisfaction of any kind, except for without the consent of Purchaser, which will condition that has not be unreasonably delayed been satisfied or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregatewaived; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) Seller shall not: (i) grant incur any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable Law; (f) cancel, compromise, release or assign any material indebtedness owed to it or any material claims held by it, or any material rights Liability that would otherwise be part of the Purchased Assets or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, Liability other than in the ordinary course of business; ; (iii) without the consent of Buyer, enter into into, amend, modify, terminate (partially or completely), grant any material financing arrangement, agreement waiver under or undertaking give any consent with respect to any customer of Seller Contract or incur any Liability Related to the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business; (j) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to any Lien (other than Permitted Liens), other than in the ordinary course of business; (iii) Default under, or take or fail to take any action that (with or without notice or lapse of time or both) would constitute a Default under any term or provision of any Seller Contract; or (iv) create or permit any Encumbrance (other than Permitted Encumbrances) on any of the Purchased Assets; (ke) make any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets or the Business to not shall comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto;Laws; and (qf) agree Seller shall not (i) hire any new employee at the Totowa Property or enter into any employment contract, or, (ii) except in writing the ordinary course of business consistent with past practice, increase the rate of compensation payable or otherwise to take become payable by it to any of personnel at the foregoing actions; or Totowa Property, or (riii) take amend, modify or suffer increase the benefits available to be taken employees at the Totowa Property under any action that would result in Plan, or (iv) introduce any breach of any representation new Plan or warranty set forth in Section 4.16(b) if benefit to such representations and warranties were made through the Closing Dateemployees.

Operation of the Business. Except (a) Until the Closing, except as expressly contemplated, permitted or required by this Agreement Agreement, as described in Section 5.2 of the Seller Disclosure Schedule or as disclosed otherwise consented to in Section 6.1 of writing by the Disclosure LetterPurchaser (which consent will not be unreasonably withheld, Seller covenants thatconditioned or delayed), in respect of the Business, until the Closing it Sellers will, and it will cause the Other Sellers Selling Affiliates and the Acquired Companies to, conduct the Business in the Ordinary Course of Business in all material respects, use their commercially reasonable efforts to continue, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects Employees and to maintain in all material respects preserve the ordinary and customary Business’ relationships of the Business with its suppliers, customers and others having material doing business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without it. (b) Without limiting the generality of the foregoingforegoing clause (a), from the date hereof until the Closing, except as expressly contemplated, permitted or required by this Agreement, as described in Section 5.2 of the Seller shall not and shall cause Disclosure Schedule or as otherwise consented to in writing by the Other Sellers not to, without the prior written approval of Purchaser (which approval shall consent will not be unreasonably withheld withheld, conditioned or delayed), take the Sellers will not, and will not cause or permit any of the following actions with respect to the BusinessSelling Affiliate or Acquired Company to: (ai) transfer, sell, lease, license amend the articles of incorporation or bylaws or other applicable charter or organizational documents of (A) any Acquired Company or (B) any Selling Affiliate in a manner that could be expected to delay or otherwise convey interfere with the consummation of the transactions contemplated by this Agreement; (ii) issue, sell or dispose ofpledge additional shares of the capital stock of any Acquired Company (or securities convertible into any such shares), or subject any options, warrants or rights to acquire any Liensuch shares or other convertible securities; (iii) purchase, redeem or otherwise acquire any outstanding shares or other equity securities of any Acquired Company; (iv) incur any Indebtedness for borrowed money of any Acquired Company (other than from another Acquired Company) or that constitutes an Assumed Liability, in each case other than in the Ordinary Course of Business; (v) place or allow the creation of any Encumbrance (other than a Permitted Encumbrance) on any of the Purchased Assets Assets, the Shares or the assets of the Acquired Companies (other than (i) sales of inventory in the ordinary course of business, (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted LiensRetained Assets); (b) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable Law; (f) cancel, compromise, release or assign any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (hvi) sell, transfer, license transfer or otherwise convey or dispose of any Transferred Business Intellectual Property, other than in the ordinary course of business; (i) enter into any material financing arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business; (j) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to any Lien (other than Permitted Liens)assets of the Acquired Companies, other than inventory in the ordinary course Ordinary Course of businessBusiness and Retained Assets; (kvii) make acquire, by merger or consolidation with, or by purchase of all or a substantial portion of the assets or stock of, or by any changes in the pricingother manner, billingany business or entity, collectionby any Acquired Company or which would constitute a Purchased Asset or Assumed Liability, reimbursementor enter into any joint venture, discount partnership or warranty policies, practices and procedures other similar arrangement for the Business or its operations, other than non-material changes in the ordinary course conduct of business; (l) institute or settle any material legal proceeding with respect to the Business; (mviii) take change the remuneration, benefits or other material terms of employment of any action Employee, other than (i) as required by Law, (ii) pay rises in the Ordinary Course of Business (provided any such pay rise is not in excess of 3% of the applicable employee’s compensation) or (iii) to cause satisfy a contractual commitment existing prior to the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepteddate of this Agreement; (ix) (A) hire or terminate (1) any Employee with an annual base salary of more than U.S.$100,000, or cancel (2) more than five Employees with an annual base salary less than U.S.$100,000, or terminate (B) transfer any employee into, or any Employee out of, any Acquired Company or Asset Selling Affiliate, except as contemplated by this Agreement; (x) enter into, extend, terminate, amend, fail to renew or modify in any material respect, any (A) Material Contract, (B) Seller Plan or (C) Lease, in each case except in the insurance Ordinary Course of Business; (xi) pay, discharge, satisfy, settle or waive, outside the Ordinary Course of Business, any Proceedings or Liabilities in excess of $100,000 in any one case with respect to the BusinessBusiness (other than Indebtedness or Intercompany Accounts); (nxii) establishinitiate any Proceeding, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, except where the amount in controversy does not exceed $25,000 and does not involve injunctive or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closingequitable relief; (oxiii) to the extent not otherwise required by Law, prepare or file any Tax Return of an Acquired Company inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods; (xiv) make any new, change (other than due to changes in GAAP or change any existing, Tax elections, as consistently applied by the Sellers throughout their corporate group) in each case, that would impose a Tax Liability on Purchaser after the Closingaccounting policies applied in the preparation of the Financial Statements; (pxv) take declare or pay any action dividends on or make any other distributions (whether in cash, shares or property); provided, however, that the Sellers may make, pay or distribute Cash and intercompany receivables other than any such Cash required to cause comply with the Purchased Assets or the Business Sellers’ obligations pursuant to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto;Section 5.2(a) hereof; or (qxvi) (i) agree in writing or otherwise to take any of the foregoing actions; or , (rii) intentionally take or suffer agree to be taken take any action which could reasonably be expected to render any of the Sellers’ representations and warranties contained in this Agreement untrue or inaccurate such that would result in any breach of any representation or warranty the condition set forth in Section 4.16(b6.1(a) if of this Agreement would not be satisfied, or (iii) intentionally take or agree to take any action which could reasonably be expected to prevent the Sellers (or any Selling Affiliate) from performing, or cause the Sellers (or any Selling Affiliate) not to perform, one or more covenants required hereunder to be performed by the Sellers (or any Selling Affiliate) such representations that the condition set forth in Section 6.1(b) of this Agreement would not be satisfied. (c) Notwithstanding the other provisions of this Section 5.2, the Sellers may cause the Reorganization (and warranties were made through all actions necessary for, or incidental to, the Reorganization) to occur prior to Closing Datein accordance with Section 5.11, and such Reorganization (or action) will not be considered a breach of Sections 5.2(a) or 5.2(b), or any other provision of this Agreement.

Operation of the Business. (a) Except (i) as contemplated by this Agreement including the consent process set forth in Section 4.4, (ii) as required by this Agreement or applicable law, (iii) as disclosed provided in Employee Benefit Plans in effect as of the date hereof, (iv) as set forth in Section 6.1 4.2 of the Disclosure LetterSchedule, Seller covenants thator (v) as consented to in writing by the Buyer, in respect during the period from the date of this Agreement until the earlier of the Business, until the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts to continue, in a manner consistent with the past practice Date or proper termination of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Datethis Agreement, the Business, Seller shall conduct the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 operations of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, and without limiting the generality of the foregoing, the Seller shall not not, and shall cause the Other Sellers Canadian Subsidiary not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld or delayed), take any of the following actions with respect to the Business:Business and without written consent provided by the Buyer (which consent may be withheld in Buyer’s sole discretion): (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien, any of the Purchased Assets other than (i) sales of inventory in sell, assign or transfer any Sponsor Contract, Manager Contract or Acquired Asset (notwithstanding the ordinary course of businessforegoing, (ii) other transfers, leases, licenses it is understood and dispositions made agreed that the Seller shall be permitted to replace obsolete or worn-out Equipment in the ordinary course of business that are not material individually or in the aggregate, or (iiiand to make updates to Schedule 1.1(a)(iii) Permitted Liensto reflect such replacement); (bii) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating knowingly consent to the equity or debt imposition of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable Law; (f) cancel, compromise, release or assign any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than in the ordinary course of business; (i) enter into any material financing arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business; (j) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to any Lien (other than a Permitted Liens)Lien) upon any of the Sponsor Contracts, other than in the ordinary course of businessManager Contracts or Acquired Assets; (kiii) make any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any contract similar to a Manager Contract unless such contract (A) allows the Seller Plan to terminate at will upon thirty (30) days’ or less notice, (B) does not require any plan, agreement, program, policy, trust, fund, or other arrangement obligations to be performed by Seller after the date that could be an is six (6) months after any termination notice is delivered thereunder and (C) includes a consent from the counterparty thereto that allows the Seller Plan that would impose any Liability on Purchaser after to assign such contract to the Buyer in connection with the consummation of the Closing; (oiv) enter into any contract similar to a Sponsor Contract unless such contract (A) allows the Seller to terminate at will upon thirty (30) days’ or less notice, (B) does not require any obligations to be performed by Seller after the date that is six (6) months after any termination notice is delivered thereunder and (C) includes a consent from the counterparty thereto that allows the Seller to assign such contract to the Buyer in connection with the consummation of the Closing; (v) make any newchange in its accounting systems, policies, principles, practices or change any existing, Tax electionsmethods, in each case, that would impose a Tax Liability on Purchaser after impact the Closingmethod for calculating the Revenue Run-Rate for the Participating Sponsors; (pvi) take with respect to the Acquired Assets or the Business, (A) make, revoke or amend any action Tax election (outside the ordinary course of business), (B) compromise any claim, investigation, audit or controversy related to cause any material amount of Taxes, (C) consent to or execute any waiver of restrictions on a Tax claim or assessment, (D) enter into or amend any Tax agreement with a Tax authority or (E) file any amended Tax Return or claim for a refund of material Taxes, in the Purchased case of each of the foregoing subclauses (A) through (E), in a manner that would reasonably be expect to increase the Buyer’s Tax liability with respect to the Acquired Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable theretofollowing the Closing; (q) agree in writing or otherwise to take any of the foregoing actions; or (r) take or suffer to be taken any action that would result in any breach of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through the Closing Date.

Operation of the Business. Except 8.1.1. From and after the date hereof and prior to the Closing or, if applicable, the date on which this Agreement is earlier terminated pursuant to Section 10.1 (the “Termination Date”), and except (a) as may be required by this Agreement or as disclosed applicable Legal Requirements; (b) with the consent in Section 6.1 writing of the Disclosure Letter, Seller covenants that, in respect of the Business, until the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts to continue, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, Seller shall not and shall cause the Other Sellers not to, without the prior written approval of Purchaser Buyer (which approval consent shall not be unreasonably withheld withheld, conditioned, or delayed); or (c) as may be required or contemplated by another provision of this Agreement, take any the Company covenants and agrees with the Buyer that the Group Companies shall (x) conduct their business in the ordinary course and consistent with past practice; (y) the Group Companies shall use reasonable best efforts to conduct their business in accordance with applicable Legal Requirements in all material respects; and (z) use reasonable best efforts to substantially preserve the tangible and intangible assets of their business and their present relations with their material Advisory Clients, suppliers, key employees, and other key business relations. 8.1.2. From and after the date hereof and prior to the Closing or the Termination Date, as applicable, and except (a) as may be required by applicable Legal Requirements; (b) with the consent in writing of the following actions Buyer (which consent shall not be unreasonably withheld, conditioned or delayed); (c) as may be required or contemplated by another provision of this Agreement (including in connection with respect to the BusinessRestructuring); or (d) as set forth on Section 8.1.2 of the Company Disclosure Letter, the Company covenants and agrees with the Buyer that none of the Group Companies shall: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to enter into any Lien, any of the Purchased Assets other than (i) sales of inventory in the ordinary course new line of business, (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted Liens; (b) directly adopt any amendments to or indirectlyotherwise change its Organizational Documents; (c) issue, through any officergrant, director or agentsell, solicit inquiries or proposals that constitutetransfer, assign, deliver, pledge, encumber, or are intended to lead to a proposal or offer from, provide any confidential information tootherwise dispose of, or initiate any discussions purchase, redeem, or negotiations otherwise retire or cooperate withacquire, any Person (other than Purchaser and its Subsidiaries and their respective officersor authorize the issuance, employeesgrant, representatives and agents) that involvessale, directly or indirectlytransfer, any sale assignment, delivery, pledge, encumbrance or other disposition of, or purchase, redemption or other retirement or acquisition of, any of the Business (other than in connection its Capital Stock or any rights with transactions respect thereto, or enter into any agreement, option, call, or commitment of any character that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt obligate it to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (cd) engage effect any merger, consolidation, liquidation, partial liquidation, dissolution, recapitalization, reclassification, stock split or similar change in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investmentcapitalization of, or commitment restructure or entering into reorganize, any material agreement Group Company, or arrangement of any kind, except adopt a plan or resolutions providing for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregateforegoing; (e) (i) grant sell, transfer, lease, offer to sell, abandon or make any material increase other disposition of, or (ii) purchase, lease, or otherwise acquire, any assets or properties (including any Real Property), in the compensation of any Transferred Employeeseach case, except for increases in the compensation of such employees (A) other than in the ordinary course of business; (f) grant any Encumbrance (other than Permitted Encumbrances) on any of their respective material assets, in each case; (Bg) required as a result acquire (by merger, consolidation, acquisition of collective bargaining stock or assets, or otherwise) any corporation, partnership, or other agreements business organization or Person; (h) except in connection with providing Investment Advisory Services, make any investment or acquire any interest in another Person or any division thereof, other than another Group Company; (i) make any loans, advances, or capital contributions to any Person, other than loans or advances to employees of the Group Companies in connection with the performance of their duties; (j) other than in the ordinary course of business consistent with past practice: (i) cancel, amend, modify, terminate, or grant a waiver of any material rights under any Material Contract or any Advisory Contract (including any amendment or agreement to reduce the fee rate or waive any fees payable to a Group Company under, or otherwise materially and adversely change the economic terms of or terminate, any Advisory Contract), other than as required under this Agreement or for the expiration of any such employees Material Contract or Advisory Contract pursuant to its terms as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on of the date hereof, or (ii) hire new employeesenter into any Contract that would constitute a Material Contract if in effect as of the date hereof (excluding any Advisory Contract); (k) increase the annual salary of, or (iii) enter intogrant any annual or special bonus to, adopt any director, executive officer, portfolio manager, or amend any Seller Planother member of the investment teams, other than in the ordinary course of business or as required by applicable Lawan existing Contract or Employee Plan; (fl) cancel(i) grant any equity-based compensation under any Group Company Plan; (ii) accelerate the vesting of or lapsing of restrictions, compromiseor amend the vesting requirements, release with respect to any equity-based compensation or assign other long-term incentive compensation under any material indebtedness owed Group Company Plan except in accordance with an existing Contract or Employee Plan; (iii) grant any new entitlement to it severance, change in control, retention benefit or any material claims held other similar award other than as required by itan existing Contract or Employee Plan; (iv) become a party to, establish, adopt, materially amend, commence participation in or terminate any material rights that would otherwise be part collective bargaining agreement or other agreement with a labor union; (v) terminate the employment of the Purchased Assets any Person, whose annual base salary exceeds $250,000 annually, other than for cause; or Business(vi) hire any Person whose annual base salary exceeds $250,000 annually; (gm) terminate (other than by expiration) adopt, terminate, or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect any Group Company Plan or any plan, program, arrangement, practice or agreement that would be a Group Company Plan if it were in effect on the terms of any Assumed Material Contract; (h) selldate hereof, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Propertyin each case, other than in the ordinary course of businessbusiness or to the extent required by applicable Legal Requirements or the terms of any Group Company Plan; (in) enter into terminate, allow to lapse, amend, or modify any material financing arrangementPermit in a manner that is material to the Group Companies; (o) declare, agreement set aside, make, or undertaking with pay any customer dividend or other distribution in respect of the Business or Capital Stock of any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, Group Company other than such amounts that are not material individually dividends or distributions payable solely in cash; (p) launch any new Public Fund, Private Fund, or investment strategy, or invest or provide additional seed capital to any Public Fund or Private Fund, in the aggregate and that are entered into in excess of $2,000,000; (q) (i) encumber (other than a Permitted Encumbrance), abandon, sell, transfer, or otherwise dispose of any right, title, or interest of any Group Company in any Group Company Intellectual Property (other than in the ordinary course of businessbusiness consistent with past practice); (ii) impair or fail to diligently maintain or protect any material Group Company Intellectual Property; (iii) license or sublicense any Group Company Intellectual Property (other than a non-exclusive license to a customer or contractor in the ordinary course of business consistent with past practice); or (iv) disclose or make accessible any Trade Secrets included in the Group Company Intellectual Property to any Person (other than disclosures or access made (A) in the ordinary course of business consistent with past practice and (B) subject to appropriate confidentiality obligations); (jr) mortgage pay, discharge, compromise, settle or pledge satisfy any Action that involves payment in excess of $100,000 in the aggregate by the Group Companies, or that is otherwise binding on, or affects the operation of, the business of the Purchased Assets or subject any of the Purchased Assets to any Lien Group Companies; (other than Permitted Liens), s) other than in the ordinary course of business, cancel or compromise any material debt to, or claim of, any Group Company, or waive or release any material right of any Group Company; (kt) make any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; as required by this Agreement, (li) institute or settle any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repairincur, ordercreate, and condition, reasonable wear and tear exceptedassume, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into otherwise become liable for any Seller Plan Debt or any planLiability of any third party (including Sellers or any of their Affiliates) that would remain outstanding after the Closing; (ii) issue or sell options, agreementwarrants, program, policy, trust, fundcalls, or other arrangement that could be an Seller Plan that would impose rights to acquire any Liability on Purchaser after the Closing; Debt of any Group Company; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (piii) take any action to cause the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise to take any of the foregoing actions; or (r) take or suffer to be taken any action that would result in any breach amendment, modification, or change of any representation term of any Debt of any Group Company that would prevent or warranty set forth impose penalties on the pre-payment of such Debt or require such Debt to remain outstanding after the Closing; or (iv) guarantee any Liability of any other Person; (u) (i) revoke or change any Tax election (except with respect to distributive share items reported on a Pass-Through Income Tax Return), adopt any material Tax election inconsistent with past practice (except with respect to distributive share items reported on a Pass-Through Income Tax Return), change any accounting period or accounting method, adopt any accounting period or accounting method inconsistent with past practice, or amend any Tax Return (other than a Pass-Through Income Tax Return); (ii) enter into any closing agreement or settle any Tax Action; (iii) prepare or file any Tax Return inconsistent with past practice (except as otherwise required by applicable Legal Requirements; (iv) incur any Liability for Taxes other than in the ordinary course of business consistent with past practice; or (v) request any ruling or similar guidance from any Governmental Authority in respect of Taxes or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment (other than an extension in connection with extensions of the due date for filing Tax Returns); (v) make, commit to or authorize any capital expenditures in excess of $500,000 in the aggregate; (w) enter into any Contract for the purchase of real property or to lease any material real property; or (x) agree or commit to take, or make any omission that would result in, any of the foregoing actions. 8.1.3. For the avoidance of doubt, nothing in this Agreement, including this Section 4.16(b8.1, shall forbid the Sellers or any Group Company from, or otherwise require any consent of, or notice to, the Buyer for, (a) if any dividend or distribution paid in Cash from any Group Company, directly or indirectly, to the Sellers or any of their Affiliates; (b) paying or repaying any Liability that is owed by one or more Group Companies, on the one hand, to the Sellers or any of their Affiliates, on the other hand; (c) taking any COVID-19 Actions that are substantially consistent with any such representations and warranties were made through actions taken prior to the Closing Datedate hereof or with the actions taken by other similarly situated investment advisors (provided, however, that the Company shall consult with the Buyer to the extent reasonably practicable prior to undertaking any COVID-19 Actions); or (d) agreeing or committing to take any of the foregoing actions or otherwise causing any of such actions to occur.

Operation of the Business. (a) Except as required by expressly provided in this Agreement or the other Transaction Documents or as disclosed in Section Schedule 6.1 of the Sphinx Disclosure LetterLetter or as may be necessary to comply with applicable Laws or consummate the Sphinx Pre-Closing Restructuring, Seller covenants that, in respect of from the Business, until the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts to continue, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, Agreement Date until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, Seller shall not and shall cause the Other Sellers not to, without the prior written approval of Purchaser Arion (which approval shall not be unreasonably withheld or delayed), (x) Sphinx shall, and Sphinx shall cause its Subsidiaries to, continue to operate and conduct the Business and the Purchased Entities in the ordinary course of business and (y) Sphinx shall not, and Sphinx shall cause its Subsidiaries not to, take any of the following actions with respect to the Business:Purchased Entities, Purchased Shares, the Purchased Assets, the Assumed Liabilities or the Business (provided that any obligations of Sphinx and its Subsidiaries pursuant to this Section 6.1 to take or cause to be taken any action with respect to the Purchased Minority Interests shall be applicable only to the extent of Sphinx’s or its Subsidiary’s control of such Purchased Minority Interests and shall be subject to any fiduciary obligations of Sphinx or its Subsidiaries with respect to such Purchased Minority Interests): (ai) amend or modify the Organizational Documents of any Purchased Entity; (ii) transfer, sell, lease, license or otherwise convey or dispose of, abandon or allow to lapse (other than at the expiration by its non-extendable and non-renewable term), or subject to any LienLien (other than Sphinx Permitted Liens), (x) any of the Purchased Shares or (y) any of the Purchased Assets other than (i) sales of inventory or assets or property which would have been Purchased Assets, but for such transfer or disposition), in the ordinary course of businesseach case, (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted Liens; (b) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or Business, in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees each case other than (A) sales or non-exclusive licenses of Products and Intellectual Property Rights to customers or other business partners in the ordinary course of business, (B) sales or dispositions of obsolete or inoperable Purchased Assets or (C) other than with respect to Intellectual Property Rights, any transfer, sale, lease, license or other transfers, sales, leases, licenses, conveyances and dispositions made in the ordinary course of business; (iii) (A) change, modify or issue any capital stock or other equity interests or securities convertible into or exchangeable or exercisable for, or subscriptions, rights or options with respect to, or warrants to purchase, or other similar agreements or commitments relating to, the capital stock or other equity interests of any Purchased Entity or authorize any of the foregoing or (B) issue any capital stock, equity interests, options, warrants or other form of incentive equity of Sphinx or its Affiliates to any Business Employee (other than issuances described on Schedule 6.1(a)(iii) of the Sphinx Disclosure Letter made in the ordinary course of business in connection with new hires and promotions permitted under this Section 6.1(a)); (iv) (x) with respect to any Purchased Entity, declare, set aside, or pay any dividend or other distribution other than to the extent paid in full in cash prior to the Effective Time or (y) redeem, purchase or otherwise acquire any outstanding shares of any capital stock or other equity interest of any Purchased Entity (or any Person which, upon such purchase, would become a Purchased Entity as of the Closing Date), other than to the extent paid for in full in cash prior to the Effective Time, in each case only so long as such action does not or would not result in a Tax Liability that is or would reasonably be expected to be an Assumed Liability; (v) with respect to any Purchased Entity, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization under local Law; (vi) with respect to any Purchased Entity, (x) make or change any Tax election, change any annual Tax accounting period, or adopt or change any method of accounting with respect to Taxes or (y) file any materially amended Tax Return, enter into any written agreement with any Taxing Authority relating to Taxes, fail to pay any material Tax that becomes due and payable (including any estimated tax payments), settle or compromise any material Tax claim or assessment, surrender any material right to claim a Tax refund, relief or credit or consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment; (vii) (x) create, incur, assume or guarantee any Indebtedness, in respect of which any Purchased Entity would be an obligor following the Closing or which would constitute an Assumed Liability, other than (A) short-term Indebtedness in the ordinary course of business less than $1,000,000 in principal amount in the aggregate or (B) Indebtedness in respect of draws or claims under letters of credit, performance or surety bonds, bankers’ acceptances and similar facilities in the ordinary course of business consistent with past practices in an amount not to exceed $250,000 individually or $1,000,000 in the aggregate or (y) make any loans, investments or advances to any other Person, other than (A) routine advances of business expenses to employees and (B) extensions of credit to customers, in each case of subclauses (A) and (B) of this clause (y), in the ordinary course of business; (viii) (x) grant any material increase in the compensation or benefits arrangements of a Business Employee or under any Sphinx Benefit Plan or grant any new retention, severance or termination pay to any Business Employee or (y) enter into or amend any employment, consulting, indemnification, severance, retention or termination agreement with any Business Employee, in each case, other than, in the ordinary course of business (including with respect to promotions and annual length-of-service raises) with respect to Business Employees below the level of Director, or in connection with the employment by, or transition to, an Employing Entity of any Purchased Entity Employees (without any materially increased cost), (A) as reflected in the budget or financial forecast provided to Arion prior to the Agreement Date, (B) as required as a result of by any collective bargaining or other labor, works council or other similar agreements in effect on the Agreement Date or (C) as required by applicable Law from time to time in effect or by the terms of any employee benefit plan, program or arrangement sponsored by Sphinx or one of its Subsidiaries as in effect on the Agreement Date and in the form provided to Arion prior to the Agreement Date; or (z) adopt or establish any new Sphinx Benefit Plan (other than ordinary course renewals and/or changes required by the existing terms of such Sphinx Benefit Plan listed on Schedule 4.12(a) of the Sphinx Disclosure Letter) or terminate or amend any existing Sphinx Benefit Plan (other than ordinary course terminations for which Sphinx has adopted or established a corresponding similar replacement Sphinx Benefit Plan and/or amendments required by such Sphinx Benefit Plan and terminations and/or amendments to reflect required changes in Law and plan administration), or accelerate the time of payment, vesting or funding of any compensation or benefits under any Sphinx Benefit Plan (including any plan or arrangement that would be a Sphinx Benefit Plan if it was in effect on the date hereof) or otherwise (other than as required by the existing terms of such Sphinx Benefit Plan listed on Schedule 4.12(a) of the Sphinx Disclosure Letter or applicable Law); (ix) enter into or amend any collective bargaining agreement, labor agreement or works council agreement or the equivalent in any applicable jurisdiction with respect to the Business Employees except (x) as required by collective bargaining, labor or other works council agreements with such employees as in effect on the date hereof Agreement Date and disclosed in writing to Arion or (Cy) as required by applicable Law from time to time in effect; (x) recognize or certify any labor union, labor organization, works council or group of employees as the bargaining representative for any Business Employees, except as required by applicable Law from time to time in effect; (xi) enter into any Seller Plan as Contract providing for the grant of exclusive sales, distribution, marketing or other exclusive rights, rights of refusal, rights of first negotiation or similar pre-emptive rights and/or terms to any Person related to the Business or the Purchased Assets; (xii) (x) settle or compromise any Proceeding involving amounts in effect on excess of $3,000,000 or equitable relief or criminal penalties, unless all amounts paid in respect thereof are Excluded Liabilities or are paid or otherwise satisfied in full prior to the date hereofClosing, (y) enter into any consent decree or settlement agreement with any Governmental Authority or (iiz) hire new employees, cancel any third-party Indebtedness owed to the Business or any Purchased Entity; (iiixiii) enter into, adopt make any material capital expenditures or amend any Seller Plan, material research and development expenditures other than (A) in the ordinary course of business and reasonably necessary for the continued operation of the Business or (B) in amounts not material and not in excess of the amounts contemplated in the Business’s current budget or financial forecast attached as Schedule 6.1(a)(xiii) of the Sphinx Disclosure Letter. (xiv) with respect to the Business or the Purchased Entities, acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or material portion of the assets of, any business or Person or division thereof; (xv) except as is required by applicable LawLaw or by GAAP, make any material change in the Business’ methods, principles and practices of accounting; (fxvi) cancelexcept for any hire of an individual made in the ordinary course of business in accordance with ordinary course hiring practices to fill a vacancy arising due to cessation of employment of a Business Employee following the Agreement Date (with such new hire to have a substantially comparable role and terms and conditions of employment as such former employee), compromisehire any individual who would be treated or characterized as a Business Employee with annual compensation (consisting of annual base salary and target cash bonus or commissions) in excess of $250,000, release or assign any material indebtedness owed other than to it or any material claims held by it, or any material rights that would otherwise be part fill the positions set forth on Schedule 6.1(a)(xvi) of the Purchased Assets or BusinessSphinx Disclosure Letter consistent with the general employment terms set forth therein (the “Sphinx Open Positions”); (gxvii) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of implement any such Contract) in any material respect employee layoffs related to Business Employees that may implicate the terms of any Assumed Material ContractWARN Act; (hxviii) sell(A) transfer or make provision for the transfer of the employment of any employee into the Business who, transferprior to such action, license is not characterized as a Business Employee or otherwise convey or dispose provide for such employee to become characterized as a Business Employee (including changing the status of any Transferred employee of Sphinx or its Subsidiaries to that of a “Business Intellectual PropertyEmployee”), other than except transfers in order to fill (x) a Sphinx Open Position or (y) a position which arises as a result of the cessation of employment of a Business Employee following the Agreement Date or (B) transfer or make provision for the transfer of the employment of any employee out of the Business who, prior to such action, is characterized as a Business Employee or otherwise provide for any such employee to cease to be characterized as a Business Employee, except for terminations for “cause”; (xix) except in the ordinary course of business; , (ix) enter into any Contract that if in effect on the Agreement Date would be a Material Assigned Contract or (y) amend in any material financing arrangementrespect, agreement renew or undertaking waive any material provision of any existing Material Assigned Contract (other than automatic renewals in accordance with the terms of such Material Assigned Contract); (xx) (x) purchase or acquire any customer real property that is primarily related to the Business, or transfer, convey, sell or dispose of the any Business Real Property or any financial institution, leasing company After-Acquired Business Real Property or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into (y) except in the ordinary course of business; , (jA) mortgage or pledge enter into any Contract for the lease of any real property that is primarily related to the Purchased Assets or subject any of the Purchased Assets to any Lien Business (other than Permitted LiensReal Property Leases and Sublease Agreements in respect of Business Real Property in accordance with this Agreement), (B) amend in any material respect, renew or waive any material provision of any Real Property Lease (other than automatic renewals in accordance with the ordinary course terms of business; (k) make any changes in the pricing, billing, collection, reimbursement, discount such lease or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability renewals on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets or the Business to not comply forms no less favorable in all material respects with all Laws and all orders of in the aggregate to Sphinx or its Subsidiaries) or (C) rescind, allow to expire or terminate any Governmental Authorities applicable thereto; (q) agree in writing or otherwise to take any of the foregoing actionsReal Property Lease; or (rxxi) enter into any agreement to do any of the foregoing. (b) If Sphinx or any of its Subsidiaries desires to take an action which would be prohibited pursuant to the foregoing clauses (i)-(xxi) without the written consent of Arion, prior to taking such action, Sphinx may request such written consent by sending an electronic mail or suffer facsimile to the representative of Arion listed on Schedule 6.1(b) of the Sphinx Disclosure Letter and Arion may deliver to Sphinx its written consent (to the extent granted) via electronic mail or facsimile. (c) Nothing contained in this Agreement shall give Arion, directly or indirectly, the right to control or direct the operations of the Business or the Purchased Entities and prior to the Closing, Sphinx and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their respective businesses and operations. (d) Notwithstanding any provision herein to the contrary, but subject to Section 6.19, prior to the Effective Time, without the consent of Arion, each of Sphinx and its Subsidiaries will, in compliance with applicable Law, be permitted to (i) declare and pay dividends and distributions of, or otherwise transfer or advance, (A) to Sphinx or any Subsidiary thereof (other than by intercompany loan or advance or other transactions that result in the creation of an intercompany receivable of Sphinx or any of its Subsidiaries (other than the Purchased Entities) that is payable by a Purchased Entity that would remain outstanding following the Closing), (I) any Excluded Assets (including in connection with any “cash sweep” or cash management practices), (II) any other assets which are not Purchased Assets, so long as such action does not result in a liability that would reasonably be expected to be taken an Assumed Liability and (III) any action Sphinx books and records that are not also Business Records that will be solely owned by Arion pursuant to Appendix A, or (B) to any Purchased Entity (other than by intercompany loan or advance or other transaction that results in the creation of an intercompany receivable of Sphinx or any of its Subsidiaries (other than the Purchased Entities) that is payable by a Purchased Entity that would result in any breach of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through remain outstanding following the Closing Dateor would otherwise be transferred to Arion or any of its Subsidiaries), (I) any Purchased Assets, (II) any Purchased Shares or (III) any Business Records, (ii) make any payments under, or repay (in part or in full), any Indebtedness prior to the Effective Time, (iii) execute, deliver and perform obligations expressly required under this Agreement, the Local Transfer Agreements and the other Closing Transfer Documents and (iv) consummate the Sphinx Pre-Closing Restructuring.

Operation of the Business. Except (a) During the period from the date of this Agreement until the earlier of the Closing and the termination of this Agreement in accordance with Section ‎6.1 (the “Interim Period”), except (i) as set forth on Schedule ‎5.1, (ii) as otherwise set forth in this Agreement (including the Disclosure Schedules), (iii) consented to in writing by Buyer (which consent will not be unreasonably withheld, conditioned or delayed), (iv) as required by this Agreement any applicable Law or any Contract to which a Company Entity is a party as disclosed in Section 6.1 of the Disclosure Letter, Seller covenants thatdate hereof or (v) to the extent the Company determines, in respect its reasonable discretion and after engaging in good faith discussions with Buyer, may be necessary or advisable in accordance with COVID-19 Measures binding upon or applicable to the Company Entities or otherwise in response to health and safety considerations related to COVID-19, the Company will (A) use reasonable best efforts to conduct its business and the business of the Business, until the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts to continue, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business other Company Entities in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 course of the Disclosure Letterbusiness consistent with past practice and (B) use its reasonable best efforts, without limiting the generality of the foregoing, Seller shall not and shall cause the Other Sellers not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld or delayed), take any of the following actions with respect to itself and the Business: other Company Entities, to manage working capital (aincluding the timing of collection of accounts receivable and payment of accounts payable) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien, any of the Purchased Assets other than (i) sales of inventory in the ordinary course of business, (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business consistent with past practice; provided, that are not material individually the Company Entities may use available cash to pay any Sellers’ Transaction Expenses or Indebtedness prior to the Closing, for distributions or dividends or for any other purpose. Without limiting the foregoing, during the Interim Period, except (i) as otherwise provided for in the aggregate, or (iii) Permitted Liens; (b) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating (including the Disclosure Schedules), (ii) as consented to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; by Buyer in writing (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the which consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; conditioned or delayed), (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (Aiii) in the ordinary course of businessbusiness of the Company Entities consistent with past practice, (Biv) as required by any applicable Law or any Contract to which a Company Entity is a party as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (Cv) as to the extent the Company determines, in its reasonable discretion and after engaging in good faith discussions with Buyer, may be necessary or advisable in accordance with COVID-19 Measures binding upon or applicable to the Company Entities or otherwise in response to health and safety considerations related to COVID-19, the Company will not, and will not permit any of the other Company Entities to, intentionally take any action that, if taken after the date of the Latest Balance Sheet, would be required by applicable Law or by any Seller Plan as in effect to be disclosed on the date hereofDisclosure Schedules pursuant to Section ‎3.6(b) through Section ‎3.6(s); provided, or that, for purposes of the foregoing, each reference to “Key Employee” in Section ‎3.6(i) shall be deemed to be replaced by “Service Provider”. (iib) hire new employees, or (iii) enter into, adopt or amend Nothing in this Section ‎5.1 is intended to result in any Seller Plan, other than in of the Company Entities ceding control to Buyer of any of the Company Entities’ basic ordinary course of business or as required by applicable Law; (f) cancel, compromise, release or assign any material indebtedness owed and commercial decisions prior to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than in the ordinary course of business; (i) enter into any material financing arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business; (j) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to any Lien (other than Permitted Liens), other than in the ordinary course of business; (k) make any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise to take any of the foregoing actions; or (r) take or suffer to be taken any action that would result in any breach of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through the Closing Date.

Operation of the Business. Except as required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, Seller covenants that, in respect of the Business, until the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts to continue, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed consented to in Section 6.1 of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue writing by Xxxxx (such consent not to operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, Seller shall not and shall cause the Other Sellers not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld withheld, conditioned or delayed), take any as required by applicable Law or as required or contemplated by this Agreement, during the period commencing on the date of this Agreement and ending at the following actions with respect Closing or the date on which this Agreement is earlier validly terminated pursuant to Article VIII (the Business“Pre-Closing Period”), Cyclerion shall not: (a) transfer, sell, lease, license abandon or otherwise convey dispose of or dispose of, or subject to permit any Lien, any of the Purchased Assets Encumbrance (other than (iPermitted Encumbrances) sales of inventory in the ordinary course of business, (ii) other transfers, leases, licenses and dispositions made on any Purchased Asset except in the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted Liensconsistent with past practice; (b) directly (A) enter into, extend, modify, amend, terminate or indirectly, through renew under any officer, director Assumed Contract (or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions Contract that would be permitted pursuant to this Agreement and other than any transaction relating an Assumed Contract if entered into prior to the equity date hereof) or debt of Seller (B) knowingly take, or fail to take, any action that would not materially and adversely affect Seller’s ability constitute a breach, violate the terms, conditions or provisions of, or result in a default under, or give to consummate the transactions contemplated hereby) others any rights of termination, amendment, acceleration or otherwise knowingly facilitate or encourage cancellation of any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoingAssumed Contract; (c) engage sell, license or otherwise dispose of any Purchased Intellectual Property, and shall maintain in any material transaction concerning the Business or full force and effect issuances and registrations included in the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually Intellectual Property and $100,000 enforce its rights in the aggregateand to such Purchased Intellectual Property; (d) grant except as otherwise expressly permitted or sell any option required under this Agreement, terminate or right to purchase any of materially modify the Purchased Assets that are material to the Business individually or in the aggregatePrograms; (e) (i) terminate any Employee without cause, increase or promise to increase the compensation or benefits of any Employee or grant any material increase new compensation or benefits to, or enter into any employment, severance, change in the compensation of any Transferred Employeescontrol, except for increases in the compensation of such employees (A) in the ordinary course of businessbonus, (B) required as a result of collective bargaining retention or other similar agreement or arrangement with, any Employee excluding the entrance into any consulting agreements with such employees the Specified Employees for consulting services following the Closing as in effect on the date hereof or (C) as required contemplated by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable LawSection 6.5(a); (f) cancelliquidate, compromisedissolve, release reorganize or assign any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part wind up the business and operations of the Purchased Assets or Business;Cyclerion; or (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than in the ordinary course of business; (i) enter into any material financing arrangementagreement, agreement or undertaking with any customer of the Business or any financial institutionotherwise become obligated, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business; (j) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to any Lien (other than Permitted Liens), other than in the ordinary course of business; (k) make any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect to the Business; (m) take do any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise to take any of the foregoing actions; or (r) take or suffer to be taken any action that would result in any breach of any representation or warranty set forth in prohibited by Section 4.16(b) if such representations and warranties were made through the Closing Date6.1(a)-(f).

Operation of the Business. (a) Except (A) as set forth in Section 7.1(a) of the Seller Disclosure Letter, (B) as expressly required by this Agreement Agreement, or (C) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that Parent shall respond as disclosed soon as reasonably practicable in the manner set forth in the last sentence of this Section 6.1 7.1 and shall be deemed to have consented if it does not respond within five (5) Business Days following receipt of the Disclosure LetterSeller Representative’s written request for such response), Seller covenants thatfrom the date hereof until the Closing, in respect each of the Business, until the Closing it willCompanies shall, and it will the Seller Parties shall cause each of the Other Sellers Companies to, use commercially reasonable efforts to continue, carry on its business in the ordinary course and in a manner consistent with the past practice of the Businessand to use its commercially reasonable efforts to (i) preserve intact its present business organization, goodwill and material assets, (ii) maintain in effect all Governmental Authorizations required to carry on its business as now conducted, (iii) keep available the services of their respective employees engaged its present officers and employees, if any (provided that they shall not be obligated to increase the compensation of, or make any other payments or grant any concessions to, such officers and employees), and (iv) preserve its present relationships with customers, suppliers and other Persons with which it has a business relationship (provided, that they shall not be obligated to make any payments or grant any concessions to such Persons other than payments in the Business through ordinary course consistent with past practice). (b) Without limiting the Closinggenerality of Section 7.1(a), to maintain and preserve intact the Business except (A) as set forth in all material respects and to maintain in all material respects the ordinary and customary relationships Section 7.1(b) of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Seller Disclosure Letter, (B) as expressly required by this Agreement, or (C) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed; provided, that Parent shall respond as soon as reasonably practicable in the manner set forth in the last sentence of this Section 7.1 and shall be deemed to have consented if it does not respond within five (5) Business Days following receipt of the Seller Representative’s written request for such response), from the date hereof until the Closing, Seller shalleach of the Companies shall not, and it the Seller Parties shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, Seller shall not and shall cause the Other Sellers Companies not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld or delayed), take do any of the following actions with respect to the Businessfollowing: (ai) transferamend its certificate of incorporation, articles of incorporation, bylaws or other comparable charter or organizational documents (whether by merger, consolidation or otherwise); (ii) (A) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock, property or otherwise) in respect of, any of its equity or equity-linked securities, (B) split, combine or reclassify any of its equity or equity-linked securities, (C) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, any of its equity or equity-linked securities, (D) purchase, redeem or otherwise acquire any of its equity or equity-linked securities, or (E) take any action that would result in any material amendment, modification or change of any term of, or material default under, any Indebtedness of any Company; (iii) (A) issue, deliver, sell, leasegrant, license pledge, transfer, subject to any Lien or otherwise convey encumber or dispose of, or subject to any Lien, any of the Purchased Assets other than (i) sales of inventory in the ordinary course of business, (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually its equity or in the aggregateequity-linked securities, or (iiiB) Permitted Liensamend any term of any of its equity or equity-linked securities (in each case, whether by merger, consolidation or otherwise); (biv) directly accelerate or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees delay (A) in the ordinary course payment of business, any accounts payable or other liability or (B) required as a result the collection of collective bargaining notes or other agreements with such employees as accounts receivable, in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Planeach case, other than in the ordinary course of business consistent with past practice; (v) incur more than $1,000,000 of capital expenditures, in the aggregate (other than capital expenditures constituting extras under a Material Contract for Newbuildings); (vi) acquire or commit to acquire (A) all or any substantial portion of a business or Person or division thereof (whether by purchase of stock, purchase of assets, merger, consolidation, or otherwise), or (B) any assets or properties involving a price in excess of $1,000,000 in the aggregate, other than pursuant to Material Contracts existing as of the date hereof; (vii) enter into any contract, that, if in existence on the date hereof, would be a Material Contract, or materially amend, modify, extend or terminate any Material Contract or any Interested Party Transaction (other than renewals of any Material Contracts in the ordinary course of business, the expiration of any such Contract in accordance with its terms, and the termination of any such Contract in connection with any breach by the applicable counterparty); (viii) sell, lease, license, pledge, transfer, subject to any Lien or otherwise dispose of, any of its assets or properties except (A) sales of used equipment in the ordinary course of business consistent with past practice, (B) Permitted Liens incurred in the ordinary course of business consistent with past practice; (ix) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any Company or enter into any agreement with respect to the voting of its capital stock or other securities held by any Company; (x) (A) grant to any current or former director, officer, employee or consultant any increase or enhancement in compensation, bonus or other benefits, (B) grant to any current or former director or executive officer or employee any right to receive severance, change in control, retention or termination pay or benefits or any increase in severance, change of control or termination pay or benefits, except to the extent required under applicable Law or existing Company Benefit Plans or existing policy, or (C) adopt, enter into or amend or commit to adopt, enter into or amend any Company Benefit Plan except for amendments as required under applicable Law or pursuant to the terms of such plan; (xi) except as required by applicable LawGAAP or Regulation S-X under the 1934 Act, make any change in any method of accounting principles, method or practices; (fxii) cancel(A) incur or issue any Indebtedness (other than accrual of interest and drawdowns under Material Contracts existing as of the date hereof), compromise(B) make any loans, release advances or assign any material indebtedness owed to it or any material claims held by itcapital contributions to, or investments in, any material rights that would otherwise be part other Person (other than pursuant to Material Contracts existing as of the Purchased Assets date hereof), or Business(C) repay or satisfy any Indebtedness other than repayment of Indebtedness in accordance with the terms thereof; (gxiii) terminate (other than change any method of Tax accounting, make or change any material Tax election, file any material amended return, settle or compromise any material Tax liability, fail to complete and file, consistent with past practice, all Tax Returns required to be filed by expiration) or amend or modify (other than by automatic any Company, fail to pay all amounts shown due on such Tax Returns, agree to an extension or renewal if deemed an amendment waiver of the statute of limitations with respect to the assessment or modification determination of material Taxes, enter into any such Contract) in closing agreement with respect to any material respect Tax, surrender any right to claim a material Tax refund, offset or otherwise reduce Tax liability or take into account on any Tax Return required to be filed prior to the terms of Closing any Assumed Material Contractadjustment or benefit arising from the Transactions; (hxiv) sellinstitute, transfersettle, license or otherwise convey agree to settle any action, suit, litigation, investigation or dispose proceeding pending or threatened before any arbitrator, court or other Governmental Authority, in each case in excess of $300,000 or that imposes material injunctive or other non-monetary relief; (xv) disclose, or consent to the disclosure of, any Transferred Business Intellectual Propertyof its trade secrets or other proprietary information, other than in the ordinary course of businessbusiness consistent with past practice and pursuant to an appropriate non-disclosure agreement; (ixvi) waive, release or assign any claims or rights having a value of $300,000 individually or $1,000,000 in the aggregate; (xvii) fail to use commercially reasonable efforts to cause the current insurance (or re-insurance) policies maintained by any Company, including directors’ and officers’ insurance, not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing having comparable deductions and providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums or less are in full force and effect; provided that none of the Companies shall obtain or renew any insurance (or reinsurance) policy for a term exceeding twelve (12) months; (xviii) directly or indirectly (A) purchase or construct any vessel or enter into any material financing arrangement, agreement Contract for the purchase or undertaking with construction of any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liabilityvessel, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business; (j) mortgage or pledge any pursuant to Material Contracts existing as of the Purchased Assets date hereof, (B) sell or subject any otherwise dispose of the Purchased Assets to any Lien (other than Permitted Liens), other than in the ordinary course of business; (k) make any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adoptOwned Vessel, or enter into any Seller Plan contract for the sale or disposal of the Owned Vessel, (C) enter into any plancontract for the bareboat or time charter-out of the Owned Vessel, agreement, program, policy, trust, fund(D) defer scheduled maintenance of the Owned Vessel, or other arrangement (E) depart from any normal drydock and maintenance practices or discontinue replacement of spares in operating the Owned Vessel, provided, that could none of the Companies will enter into any contract for the drydocking or repair of the Owned Vessel where the estimated cost thereof is in excess of $1,000,000 unless, in the case of this clause (E), such work is set forth in Section 7.1(b) of the Seller Disclosure Letter, or cannot prudently be an Seller Plan that would impose any Liability on Purchaser after deferred and is required to preserve the Closing;safety and seaworthiness of the Owned Vessel; or (oxix) make any new, authorize or change any existing, Tax elections, in each case, that would impose enter into a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets Contract or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise arrangement to take any of the foregoing actions; or actions described in clauses (ri) take or suffer to be taken any action that would result in any breach through (xviii) of any representation or warranty set forth in this Section 4.16(b) if such representations and warranties were made through the Closing Date.7.1

Operation of the Business. Except as required by (a) From the date of this Agreement or as disclosed in Section 6.1 until the earlier of the Disclosure Letter, Seller covenants that, in respect Closing Date or the termination of the Business, until the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts this Agreement pursuant to continue, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing DateSection 10.1, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller shall, and it Company shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, Seller shall not and shall cause the Other Sellers not to, without (except with the prior written approval consent of Purchaser (Parent, which approval consent shall not be unreasonably withheld withheld, conditioned or delayed), take any of the following actions delayed (other than with respect to the Business: any request for consent relating to clauses (aii), (viii) transferand (xiv) of this Section 6.2(a), sell, lease, license which consent may be given or otherwise convey or dispose of, or subject to any Lien, any of the Purchased Assets other than withheld in Parent’s sole discretion)): (i) sales operate the business of inventory in the ordinary course of business, (ii) other transfers, leases, licenses and dispositions made Company in the ordinary course of business that are not consistent with past practice (except where such conduct would expressly conflict with the covenants set forth herein or other obligations under this Agreement or as may be reasonably necessary to comply with applicable Law); (ii) operate the business of the Company in compliance in all material individually or in the aggregate, or respects with all Laws; (iii) Permitted Liens; maintain the material, tangible assets of the Company in operating condition and repair (b) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended subject to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser normal wear and its Subsidiaries and tear in light of their respective ages); (iv) use commercially reasonable efforts to maintain policies of liability, casualty and property insurance of substantially similar coverage as the policies currently carried in respect of the business of the Company; (v) use commercially reasonable efforts to preserve the goodwill, relationships and business of the officers, employees, representatives customers and agents) that involves, directly or indirectly, any sale or other disposition suppliers of the Business Company; (other than in connection with transactions that would be permitted pursuant to this Agreement vi) administer and other than any transaction relating to operate the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any business of the foregoing. Seller will cease Company in accordance with all Permits and cause use commercially reasonable efforts to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any maintain all such Permits; (vii) maintain the books of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually account and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than records in the ordinary course of business or as required by applicable Law; consistent with past practices; (f) cancel, compromise, release or assign any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than in the ordinary course of business; (i) enter into any material financing arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business; (j) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to any Lien (other than Permitted Liens), other than in the ordinary course of business; (kviii) make any changes required regulatory filings in the pricing, billing, collection, reimbursement, discount or warranty policies, practices a timely manner (taking into account any permitted extensions) and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets or the Business to not comply compliance in all material respects with all applicable Laws and Permits; (ix) (A) maintain, consistent with its past practices, all orders of its current credit, collections and payment policies, procedures and practices, (B) collect accounts receivable in the ordinary course of business consistent with the Company’s current collection policies, procedures and practices and (C) except where subject to a good faith dispute, pay all accounts payable in the ordinary course of business consistent with past practice, (x) use commercially reasonable efforts to preserve intact the services of the employees of the Company; (xi) not sell, assign, license, disclose, transfer or abandon or fail to maintain, or otherwise dispose of, any Company Intellectual Property, other than pursuant to Ordinary Course Out-Licenses, (xii) not subject any Company Owned Intellectual Property to any additional Encumbrance, except for Permitted Encumbrances, (xiii) maintain the Real Property in substantially the same condition as of the date of this Agreement, ordinary wear and tear, casualty and condemnation excepted; (xiv) promptly deliver to Parent a true, correct and complete copy of any Material Contract that, following Parent’s consent to the execution of such Material Contract pursuant to Section 6.2(b), is entered into by the Company between the date hereof and the Closing; (xv) not amend, modify, extend, renew or terminate any Lease, and not enter into any new lease, sublease, license or other agreement for the use or occupancy of any real property, including the Real Property; and (xvi) not (A) make, change or revoke any Tax election of the Company, (B) file any amended Tax Return of the Company, (C) change (or request to change) any method of accounting of the Company for Tax purposes, (D) settle or compromise any amount of Tax liability of the Company for any Tax claim or assessment, (E) claim or surrender any right to claim a refund of Taxes of the Company, (F) consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment of the Company, (G) enter into any “closing agreement” as described in Section 7121 of the Code (or any comparable provision of state, local or foreign Law) with any Governmental Authorities applicable thereto;Authority or (H) fail to pay any Taxes of the Company when due or file Tax Returns of the Company when due or (I) take or cause to be taken any action, or knowingly fail to take or cause to be taken any action, which action or failure to act would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. (qb) From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 10.1, the Company shall not, without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, take or agree in writing or otherwise to take any of the foregoing actions; oractions described in Section 4.20(a) (other than clauses (xiv) and (xxvi)), except as otherwise contemplated by this Agreement. (rc) take The Company, on the one hand, and Parent, Merger Sub I and Merger Sub II, on the other hand, acknowledge and agree that: (i) nothing contained in this Agreement shall give Parent, Merger Sub I or suffer Merger Sub II, directly or indirectly, the right to be taken any action that would result in any breach control or direct the Company’s operations prior to the Effective Time and (ii) prior to the Effective Time, each of any representation or warranty set forth in Section 4.16(b) if such representations the Company, Parent, Merger Sub I and warranties were made through Merger Sub II shall exercise, consistent with the Closing Dateterms and conditions of this Agreement, complete control and supervision over its and its respective Subsidiaries’ operations.

Operation of the Business. Except (a) The Company hereby agrees to form Newco as required by this Agreement or as disclosed in Section 6.1 a Wholly-Owned Subsidiary of the Disclosure LetterCompany and to contribute the Business to the capital of Newco, Seller covenants thatnot later than the 90th day after the Company repays its 12% Senior Subordinated Notes due 2004. In connection with the Contribution, Newco shall agree, in respect form and substance satisfactory to the holder, to assume all of the obligations and liabilities of the Company incurred in connection with operation of the Business (including without limitation Indebtedness incurred in connection with the Acquisition (other than the Note) and Indebtedness incurred in connection with operation of the Business, until the Closing it willin an aggregate amount not in excess of $100,000,000), and it will cause to assume the Other Sellers to, use commercially reasonable efforts to continue, in a manner consistent with the past practice obligations of the BusinessCompany hereunder, to keep available the services of their respective employees engaged in the Business through the Closingincluding without limitation, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, Seller shall not and shall cause the Other Sellers not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld or delayed), take any of the following actions with respect to the Business: Option (ait being understood that the Company shall continue to be obligated hereunder, including without limitation with respect to the Option) transferby execution and delivery of an assumption agreement in form and substance satisfactory to you, sell, lease, license or otherwise convey or dispose of, or subject together with an opinion of counsel to any Lien, any of the Purchased Assets Company covering such matters as you reasonably may request and in form and substance reasonably satisfactory to you and such other than (i) sales of inventory in the ordinary course of business, (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted Liens;documents relating thereto as you reasonably may request. (b) directly or indirectlyThe Company agrees that, through any officerafter the date hereof, director or agent, solicit inquiries or proposals that constituteit will not agree, or are intended permit Newco to lead agree, to a proposal be bound by any covenant that restricts or offer from, provide any confidential information to, impairs the Company's or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s Newco's ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore perform its obligations with respect to the Option, and, after Newco is designated as an Unrestricted Subsidiary, the Company will not agree to be bound by any of the foregoing;covenant that imposes operating or other restrictions on Newco. (c) engage in any material transaction concerning the Business or the Purchased AssetsThe Company will, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement at all times prior to formation of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually Newco and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable Law; (f) cancel, compromise, release or assign any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than in the ordinary course of business; (i) enter into any material financing arrangement, agreement or undertaking with any customer contribution of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or Newco in the aggregate and that are entered into in the ordinary course of business; (j) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to any Lien (other than Permitted Liensaccordance with Section 7.6(a), other than in the ordinary course of business; (k) make any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise to take any be operated as a separate division of the foregoing actions; or Company, which division shall have, for accounting purposes, (rx) take no assets or suffer liabilities other than those used or incurred in connection with the acquisition or the operation of the Business and (y) no business operations other than the Business (such division being referred to be taken any action that would result in any breach of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through herein as the Closing Date"Division").

Operation of the Business. Except as required by this Agreement or as disclosed in Section 6.1 of From the Disclosure Letter, Seller covenants that, in respect of the Business, date hereof until the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts to continue, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of covenants that the Business to, will not enter into any transaction not in the ordinary course of business and Seller will continue to operate and conduct the Business in all material respects in the ordinary course, carry on its business in a good and diligent manner consistent with its prior practice and in its normal and customary manner. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without Without limiting the generality of the foregoing, Seller shall not and shall cause the Other Sellers not Business to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld or delayed), take any of the following actions with respect to the Business: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien, any of maintain the Purchased Assets other than in normal operating repair and condition, subject to normal wear and tear and make repairs and replacements in accordance with prior practices; (ib) sales collect its accounts receivable in the normal course of inventory business; (c) continue to pay and satisfy its liabilities in the ordinary course of business, paying such liabilities when due and taking advantage of any discounts for early payment in accordance with its prior practices; (iid) continue to maintain in full force and effect or renew or replace all policies of insurance now in effect which cover the Purchased Assets or the Business and give all notices and present all claims under all policies of insurance in due and timely fashion; (e) not make any capital expenditures in excess of $10,000 or take any other transfersaction which would materially impact current or future operations, leasesexcept those expenditures required by this Agreement or approved by Purchaser; (f) not enter into any leases or contracts for the purchase of raw materials, licenses and dispositions supplies or other products, utilities, services, repairs or construction except those made in the ordinary course of business that are or which may be canceled without liability upon not material individually or in the aggregate, or more than thirty (iii30) Permitted Liensdays' notice; (bg) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition encourage the employees of the Business (other than in connection to accept or continue employment with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to Purchaser, after the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate Closing Date, if the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoingsame is offered by Purchaser; (ch) engage in any material transaction concerning preserve the business organization intact of the Business, keep available to Purchaser the services of the Business' present employees and representatives and preserve for Purchaser the goodwill of Business' employees, suppliers, customers and other persons with whom the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregatehas business relations; (di) grant not enter into or sell amend any option employment agreement with or right commitment to purchase any of the Purchased Assets that are material to the Business individually employee, not enter into any contract, agreement or in the aggregateunderstanding with any labor union or other association representing any employee, not enter into, amend or terminate, fully or partially, any benefit plan, or withdraw any funds from any benefit plan or trust or other funding arrangement maintained pursuant thereto; (ej) (i) grant any material increase in the compensation of any Transferred Employees, except for annual merit increases in the compensation of such awarded to non-officer employees (A) in the ordinary course of businessits business consistent with past business practices, (B) required as a result of collective bargaining not authorize or grant any wage or salary increase or bonus, or otherwise directly or indirectly increase compensation to or for any employee, or agree in any manner to any such increase; authorize or grant any loan or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by advance of funds to any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable Law; (f) cancel, compromise, release or assign any material indebtedness owed to it employee or any material claims held by itshareholder; or authorize, grant or agree in any material rights that would otherwise be part of the Purchased Assets manner to pay any severance or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of termination pay to any such Contract) in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than in the ordinary course of business; (i) enter into any material financing arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business; (j) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to any Lien (other than Permitted Liens), other than in the ordinary course of businessemployee; (k) make not increase its current level of indebtedness for borrowed money, not create or incur any changes in the pricingindebtedness for borrowed money or assume directly or indirectly any debt, billingobligation, collectionor liability (whether absolute or contingent, reimbursementwhether directly or as surety or guarantor, discount and whether or warranty policies, practices and procedures for the Business not currently due or its operations, other than non-material changes in the ordinary course of businesspayable); (l) institute or settle not make any material legal proceeding with respect to change in the accounting methods, practices, policies, principles, or procedures of the Business; (m) take not terminate any action of the Business' employees, except with consent of Purchaser or for good cause; (n) not materially change any of its business policies relating to cause the Purchased Assets not to be in good repairBusiness, orderincluding, without limitation, advertising, marketing, pricing, production, research and conditiondevelopment, reasonable wear and tear exceptedtechnology, purchasing, personnel, budget, or cancel acquisition policies; (o) not enter into any lease, sublease, or terminate contract, regarding the insurance with respect acquisition, leasing or occupancy of any real estate relating to the Business; (np) establishnot sell, adoptconvey, lease, abandon or otherwise dispose of, or enter into grant, suffer or permit any Seller Plan Encumbrance upon, any of the Purchased Assets, except for the routine arm's length sales of merchandise and provision of services in the ordinary course of business and for prices consistent with its past business practices including, without limitation, those in effect immediately prior to the date hereof (other than the sale of slow moving or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closingobsolete inventory which do not affect pricing levels); (oq) make not enter into or modify in any new, manner any material Contract to which it is a party or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause by which the Purchased Assets or the Business are bound including, without limitation, contracts relating to not comply in all material respects with all Laws and all orders the purchase or acquisition of any Governmental Authorities applicable theretomaterial assets or properties and Leases; (q) agree in writing or otherwise to take any of the foregoing actions; or (r) take or suffer maintain its equipment in good operating repair during the period from the date of execution of this Agreement to be taken any action that would result in any breach of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through the Closing Date; (s) keep its business and properties to be transferred hereunder substantially intact, including its present operations, physical facilities (normal wear and tear expected), working conditions and relationships with lessors, licensors, suppliers, customers and employees; (t) accrue and/or pay all withholding and other Taxes on a timely basis; (u) not enter into any new arrangement with a related party and to cause all indebtedness to or from a related party to be repaid prior to the Closing; (v) not take any action which would cause a breach of a representation and warranty or a covenant herein or the failure of a condition to the closing of the transactions contemplated hereby; and (w) use its best efforts to obtain (or use its best efforts to assist Purchaser to obtain) all Material Contract Consents (as such term is defined in Section 7.10 herein) and the transfer or reissuance of all Required Governmental Authorizations.

Operation of the Business. Except as required otherwise contemplated by this Agreement or as disclosed in Section 6.1 4.1 of the Disclosure LetterSchedule, Seller the Company covenants that, in respect of the Business, that until the Closing it will, and it will cause ARA in respect of the Other Sellers Business to, use commercially its reasonable best efforts to continue, in a manner consistent with the past practice practices of the BusinessCompany, to keep available the services of their respective employees engaged in the Business through the Closingemployees, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its their suppliers, customers and others having material business relationships with it them with a view toward preserving for Purchaser Buyer to and its Designees, after the Closing Date, Date the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until Until the Closing, Seller the Company shall, and it shall cause the Other Sellers ARA in respect of the Business to, continue to operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 course consistent with past practices of the Disclosure LetterCompany, without limiting and the generality Company shall cause ARA in respect of the foregoing, Seller shall not and shall cause the Other Sellers Business not to, without the prior written approval of Purchaser Buyer (which approval shall not be unreasonably withheld withheld) or delayed)as otherwise contemplated by this Agreement and the Disclosure Schedule hereto, take any of the following actions with respect or enter into any transaction of the sort described in Section 3.2(d) hereof (for purposes of this Section 4.1, from the date hereof until the earlier of the Closing Date and April 23, 1999 all actions listed in Section 3.2(d) shall be deemed to have been made without any qualification to materiality or any dollar threshold and all references in Section 3.2(d) to "material", "Material Adverse Effect", dollar thresholds and similar terms and phrases shall be deleted therefrom). In addition, the BusinessCompany shall not, and shall cause ARA not to: (ai) transfermake any capital expenditure or commitment to make any capital expenditure except in accordance with the Company's capital expenditure plan for fiscal year 1999, sella true, leasecorrect and complete copy of which has been delivered to Buyer, license and from the date hereof until the Closing Date, make or otherwise convey or dispose of, or subject commit to make any Lien, any capital expenditures except for those capital expenditures listed on Section 4.1 of the Purchased Assets other than (i) sales of inventory in the ordinary course of business, Disclosure Schedule; (ii) other transfersenter into any new employment or consulting agreement or cause or suffer any written or oral termination, leases, licenses and dispositions made in the ordinary course of business that are not material individually cancellation or in the aggregate, or amendment thereof (iii) Permitted Liens; (b) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore except with respect to any of the foregoingemployee at will without a written agreement); (ciii) engage in enter into any material transaction concerning the Business collective bargaining agreement or the Purchased Assetscause or suffer any termination or amendment thereof, (iv) with respect to any shareholder, including by making any material expenditureother Affiliate or any Affiliate of any shareholder, investmentgrant, make or accrue any payment or distribution or other like benefit, contingently or otherwise, or commitment otherwise transfer assets of the Company or entering into ARA, including, but not limited to, any material agreement payment of principal of or arrangement of interest on any kind, except for without the consent of Purchaser, which will not be unreasonably delayed debt owed to any such shareholder or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregateAffiliate; (dv) grant execute any lease for real property or sell any option lease for personalty including payments in excess of $25,000 or right to purchase incur any liability therefor; (vi) declare, set aside for payment or pay dividends or distributions in respect of any Equity Securities or Equity Equivalents in the Company or ARA; (vii) revalue any of the Purchased Assets that are material to assets of the Business individually Company or ARA, including, without limitation, any writeoff of notes or accounts receivable or any increase in the aggregateany reserve; (eviii) cancel, waive or release any right or claim (ior series of related rights or claims); (ix) grant make any material increase payments or give any other consideration to customers or suppliers, other than payments under, and in accordance with the compensation of any Transferred Employeesterms of, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as Contracts in effect on the date hereof, ; and (x) fail to manage or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than cause to be managed the collection and payment of the Receivables and accounts payable of each of the Company and ARA and otherwise maintain and manage in the ordinary course of business or as required by applicable Law; (f) cancel, compromise, release or assign any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than in the ordinary course of business; (i) enter into any material financing arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or consistent with past practice in the aggregate and that are entered into in the ordinary course of business; (j) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to any Lien (other than Permitted Liens), other than in the ordinary course of business; (k) make any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect to the Business; (m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, a commercially reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing; (o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (p) take any action to cause the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto; (q) agree in writing or otherwise to take any of the foregoing actions; or (r) take or suffer to be taken any action that would result in any breach of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through the Closing Datemanner.