Common use of Operation of the Business Clause in Contracts

Operation of the Business. Between the date of this Agreement and the Closing Date, unless required by order of the Bankruptcy Court or the Cayman Court, or Purchaser shall otherwise agree in writing, the Company shall cause the STB Business to be conducted only in the Ordinary Course of Business, and shall use its commercially reasonable efforts to preserve substantially intact the organization of the STB Business, substantially keep available the services of the STB Employees and STB Service Providers and substantially preserve the current relationships of the STB Business with customers, suppliers and other Persons with which the STB Business has material business relations. For the avoidance of doubt, the Company shall, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary prior to and as of the Closing Date, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between the date of this Agreement and the Closing Date, the Company shall, except as set forth on Schedule 5.2: (a) if requested in writing by Purchaser, to the extent permitted by applicable Law, report to Purchaser regarding the STB Business and the status of the STB Business and the Company’s and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this Agreement; (b) report to Purchaser on a weekly basis the names of any STB Employees who give notice of termination of employment or who threaten to terminate employment; (c) maintain the Purchased Assets in a state of repair and condition that is consistent with the Ordinary Course of Business; (d) pay or otherwise satisfy in the Ordinary Course of Business all of its material Liabilities of the STB Business to the extent permitted under bankruptcy Law; (e) promptly take all Required Actions and any other office actions with respect to any Registered IP and provide drafts of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions); (f) keep in full force and effect, without amendment or other modification, all material rights relating to the STB Business; (g) comply in all material respects with all Laws and Orders relating to the STB Business; (h) continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 of the Disclosure Schedule or substantially equivalent policies; (i) maintain all books and records relating to the STB Business in the Ordinary Course of Business and in accordance with GAAP; and (j) cooperate with and assist Purchaser in identifying all Permits required by Purchaser to operate the STB Business after the Closing Date.

Operation of the Business. Between Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and Ensec, during the period from the date of this Agreement to the Effective Time, Sentech and the Closing Date, unless required by order of the Bankruptcy Court or the Cayman Court, or Purchaser shall otherwise agree in writing, the Company shall cause the STB Business to be conducted its Subsidiaries will conduct their operations only in the Ordinary Course ordinary course of Businessbusiness consistent with sound financial, operational and regulatory practice, and shall use its commercially reasonable efforts will take no action which would materially adversely affect their ability to preserve substantially intact consummate the organization Transactions. Without limiting the generality of the STB Business, substantially keep available the services of the STB Employees and STB Service Providers and substantially preserve the current relationships of the STB Business with customers, suppliers and other Persons with which the STB Business has material business relations. For the avoidance of doubt, the Company shall, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary prior to and as of the Closing Date, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between the date of except as otherwise expressly provided in this Agreement and the Closing Date, the Company shall, or except as set forth on Schedule 5.2disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, without the prior written consent of Sensec and Ensec: (a) if requested in writing by Purchaser, to the extent permitted by applicable Law, report to Purchaser regarding the STB Business and the status of the STB Business and the Company’s and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the Company to report such information amend its Charter Documents or a format required pursuant to this Agreementbylaws (or similar organizational documents); (b) report authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to Purchaser on a weekly basis issue, sell or deliver any shares of its capital stock or any other securities, other than pursuant to and in accordance with the names terms of any STB Employees who give notice of termination of employment Existing Options or who threaten to terminate employmentSentech Warrants listed on the Sentech Disclosure Schedule; (c) maintain 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 or its Subsidiaries' securities or modify any of the Purchased Assets in a state terms of repair and condition that is consistent with the Ordinary Course of Businessany such securities; (d) pay (i) 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 credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries in the ordinary course of business; (ii) assume, guarantee, endorse or otherwise satisfy become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except its Wholly-Owned Subsidiaries in the Ordinary Course ordinary course of Business all of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its material Liabilities of the STB Business to the extent permitted under bankruptcy LawWholly-Owned Subsidiaries; (ei) promptly take all Required Actions and amend any other office actions Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with respect to usual practice or established policy (a) increase in any Registered IP and provide drafts manner the rate of compensation of any proposed office actions of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to Purchaser pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in advance the Sentech Disclosure Schedule or in the ordinary course of filing business; or (and reasonably take c) amend, terminate or enter into account any comments employment, consulting, severance, change in control or similar agreements or arrangements with any of Purchaser in all such office actions)its directors, officers or other employees; (f) keep enter into any material agreement, commitment or contract, except agreements, commitments or contracts for the purchase, sale or lease of goods or services in full force and effect, without amendment or other modification, all material rights relating to the STB Businessordinary course of business; (g) comply other than in all 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 respects with all Laws and Orders relating to the STB Businessamount 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) continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 of the Disclosure Schedule change any material accounting or substantially equivalent policiesTax procedure or practice; (i) maintain 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 books material respects as of the date of such action or omission as though made at and records relating to as of the STB Business in the Ordinary Course date of Business and in accordance with GAAP; andsuch action or omission; (j) cooperate with and assist Purchaser compromise, settle or otherwise modify any material claim or litigation not identified in identifying all Permits required by Purchaser the Sentech Disclosure Schedule; or (k) commit or agree to operate do any of the STB Business after the Closing Dateforegoing.

Operation of the Business. Between Except as expressly contemplated by this Agreement, or permitted in writing by the Buyer, at all times from and after the date of this Agreement and until the Closing Date, unless required by order or termination of the Bankruptcy Court or the Cayman Court, or Purchaser shall otherwise agree in writingthis Agreement, the Company shall will (and Sellers will cause the STB Business to be conducted only Company to), conduct its business and operations in the Ordinary Course ordinary course of Business, business and shall use its commercially reasonable efforts to preserve substantially intact the organization of the STB Businessits business organization, substantially to keep available the services of the STB Employees its current officers and STB Service Providers employees and substantially to preserve the current goodwill of and maintain in all material respects its relationships of the STB Business with customers, suppliers and other those Persons with which whom it has business relationships. Without limiting the STB Business has material business relations. For the avoidance of doubt, the Company shall, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary prior to and as of the Closing Date, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance generality of the foregoing and except as otherwise expressly provided in no way limiting the foregoing, between the date of this Agreement and or the Closing DateCollateral Agreements, the Company shall, except and Sellers agree as set forth on Schedule 5.2follows: (a) if requested In conducting its business in writing by Purchaser, to the extent permitted by applicable Law, report to Purchaser regarding the STB Business and the status ordinary course of the STB Business and the Company’s and each Subsidiary’s operations and finances; provided, thatbusiness, the Company shall only be required to report information that is currently available to will (and Sellers will cause the Company to), do the following: (i) use commercially reasonable efforts to maintain its assets and that is prepared properties (including the Leased Real Property) in a format that is good working order and condition; (ii) maintain insurance in such amounts and against such risks and losses as are currently used by in effect; (iii) use commercially reasonable efforts to maintain customer and supplier relationships in good order consistent with past practice; and (iv) reasonably cooperate with the Company Buyer during this period to report such information or a format required pursuant to facilitate the Transactions contemplated under this Agreement;. (b) report In conducting its Business in the ordinary course of business, the Company will not (and Sellers will cause the Company not to), not to Purchaser on a weekly basis (without the names written consent of any STB Employees who give notice of termination of employment the Buyer, not to be unreasonably withheld, conditioned or who threaten to terminate employmentdelayed): (i) amend or otherwise change its Organizational Documents; (cii) maintain the Purchased Assets declare, set aside, make or pay any non-cash dividends or other non-cash distributions (whether in a state of repair and condition that is consistent equity interests, property or otherwise) with the Ordinary Course of Businessrespect to its equity interests; (diii) pay adopt a plan or otherwise satisfy in the Ordinary Course agreement of Business all of its material Liabilities of the STB Business to the extent permitted under bankruptcy Lawcomplete or partial liquidation, dissolution, merger, consolidation or recapitalization; (eiv) promptly take all Required Actions and reclassify, combine, split, subdivide, repurchase, issue, sell, pledge, dispose of, make subject to any Lien (other than Permitted Liens) or grant rights with respect to (whether through the issuance or granting of any options, warrants, commitments, subscriptions, phantom equity or similar interests, rights to purchase or otherwise) any capital stock or other equity interests of the Company or any securities or other instruments convertible into or exercisable or exchangeable for shares of capital stock or other equity interests of the Company; (v) sell, transfer, dispose of, lease, license or pledge make or subject to any Lien (other than Permitted Liens), any of (i) the Leased Real Property or (ii) any of its other properties or assets having a value in excess of $50,000 in the aggregate, (vi) acquire or agree to acquire, including by merging or consolidating with, or by any other office actions manner, (A) any business or any corporation, partnership, joint venture, association or other business organization or division thereof or (B) any other properties or assets, in each case, having a value in excess of $50,000 in the aggregate; (vii) incur any Indebtedness (A) in excess of $50,000 in the aggregate or (B) that cannot be paid off at Closing; (viii) (A) grant any new severance or termination pay to any officer or other employee, (B) materially increase the wages, salary or other cash compensation payable, to any officer or other employee, other than base salary increases made in the ordinary course of business with respect to non-officer employees, (C) adopt any new Plan or materially amend any existing Plan; (D) enter into or amend any employment, consulting or severance agreement or arrangement with any employee, (E) pay any bonus, grant or modify any award, or accelerate the vesting or payment of, or fund or in any other way secure the payment, compensation or benefits under, any Plan or (F) forgive any loans, or issue any loans (other than routine travel or business expense advances issued in the ordinary course of business), to employees in each case, other than (x) as required under the terms of an Plan in effect on the date hereof or (y) as required by Legal Requirement; (ix) (A) enter into any collective bargaining agreement or recognize any union or other labor organization as the bargaining representative with respect to any Registered IP employees, or (B) hire, promote or terminate (other than for cause or material non-performance of duties, and provide drafts of then upon prior consultation with the Buyer) any proposed office actions employee, except for hourly personnel and currently open positions in each case with notice to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions)Buyer; (fx) keep in full force and effectinstitute, without amendment settle or other modification, all material rights relating to the STB Businessaffirmatively waive any Legal Proceeding; (gxi) comply authorize or make any capital expenditures in all material respects with all Laws and Orders relating to excess of $50,000 in the STB Businessaggregate; (hA) continue modify, amend or terminate any Material Contract, or waive, release, relinquish or assign any Material Contract or any material rights or claims under a Material Contract, (B) enter into any contract that would have been a Material Contract had it been in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 as of the Disclosure Schedule date hereof or substantially equivalent policies(C) make, cancel or forgive any material loans or advances, or guarantees thereof for the benefit of, any other Person; (ixiii) maintain all books make any election or take any action that would cause the Company to be treated as anything other than an entity disregarded as separate from its owner for U.S. federal, state and records relating local income tax purposes; (xiv) make or change any material Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, amend any Tax Returns or file any claims for material Tax refunds, enter into any closing agreement, settle any material Tax claim, audit or assessment or surrender any right to claim a material Tax refund, offset or other reduction in Tax liability; (xv) change any of the STB Business in the Ordinary Course accounting principles or practices used by it; (xvi) enter into any new line of Business and in accordance with GAAPbusiness or abandon or discontinue any existing line of business; and (jxvii) cooperate with and assist Purchaser agree or commit to take any of the actions described in identifying all Permits required by Purchaser to operate the STB Business after the Closing Dateclauses (i) through (xvi).

Operation of the Business. Between Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, Seller Parent, each Other Seller and Seller covenants that, in respect of the Business (it being understood that nothing in this Section 6.1 shall in any way limit Seller Parent, any Other Seller or Seller or any of their Subsidiaries’ operation of the Retained Business), from the date that Seller and its Subsidiaries acquire the Business until the Closing they will, and will cause their Affiliates to, 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 their suppliers, customers and others having business relationships with them with a view toward preserving for Purchaser after the Closing Date the Business, the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries and the goodwill associated therewith. Except as otherwise provided in this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, from the date that Seller and its Subsidiaries acquire the Business, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), Seller Parent, each Other Seller and Seller shall, and shall cause their Subsidiaries in respect of the Business to, continue to operate and conduct the Business in the ordinary course of business consistent with past practice. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, each Seller Parent, each Other Seller and Seller, following the acquisition of the Business, shall not and shall cause their Affiliates not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), and prior to the acquisition of the Business, shall use its commercially reasonably efforts to cause Angel and its Affiliates not to take any of the following actions with respect to the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries or the Business: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien (other than Permitted Liens) on, any of the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, or any assets of the Purchased Seller Subsidiaries, or the Subleased 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, or (iii) Permitted Liens or in the case of the Subleased Real Property, leases or licenses which will not interfere with the performance of Seller Parent and its Subsidiaries of their obligations to Purchaser with respect thereto under the Transaction Documents; (b) issue, grant, deliver or sell or authorize or propose the issuance, grant, delivery or sale of, or purchase or propose the purchase of, the capital stock of any Purchased Seller Subsidiary or any securities convertible into, exercisable or exchangeable for, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating any of them to issue or purchase any such shares or other convertible securities to any Person other than Seller; (c) grant any increase in the compensation or benefits arrangements of a Business Employee or under any Seller Plan or Angel Plan, except for increases in the compensation or benefits of such employees: (A) in the ordinary course of business consistent with past practices (excluding severance or bonuses, in either case payable by any Other Seller or Seller upon consummation of the transactions contemplated by this Agreement, for Business Employees covered by parts (i) and (iii), but not part (ii) of such definition), (B) 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 Seller Parent, any Other Seller or Seller or one of their Subsidiaries as in effect on the date hereof or hire new Business Employees other than in the ordinary course of business; (d) cancel, compromise, release or assign any Indebtedness owed to the Business or any claims held by the Business, other than in the ordinary course of business consistent with past practice; (e) enter into, 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 Transferred Material Contract or the Subleased Real Property other than in the ordinary course of business consistent with past practice; (f) sell, transfer, license or otherwise convey or dispose of, or incur or suffer the imposition of any Lien (other than Permitted Liens) on, any Purchased Seller Subsidiary Interests, Purchased Assets, Transferred Business Intellectual Property or Transferred Business Intellectual Property Rights, other than non-exclusive licenses in connection with sales or licenses of products in the ordinary course of business consistent with past practice; (g) 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 which would constitute an Assumed Liability; (h) grant any allowances or discounts outside the ordinary course of business or sell inventory materially in excess of reasonably anticipated consumption for the near term outside the ordinary course of business; (i) commence or settle any material Proceeding outside the ordinary course of business; or (j) agree or commit to do any 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 of the Disclosure Letter, which shall identify those Contracts with respect the Business entered into by the Seller Parties or their Subsidiaries after the date of this Agreement and the Closing Date, unless required by order not in violation of the Bankruptcy Court or the Cayman Court, or Purchaser shall otherwise agree terms hereof which would have constituted “Transferred Material Contracts” if such Contracts had been in writing, the Company shall cause the STB Business to be conducted only in the Ordinary Course of Business, and shall use its commercially reasonable efforts to preserve substantially intact the organization of the STB Business, substantially keep available the services of the STB Employees and STB Service Providers and substantially preserve the current relationships of the STB Business with customers, suppliers and other Persons with which the STB Business has material business relations. For the avoidance of doubt, the Company shall, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary prior to and effect as of the Closing Date, without extensions of time or late payment feesdate hereof, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between the date of this Agreement and the Closing Date, the Company shall, except as set forth such Contracts identified on Schedule 5.2: (a) if requested in writing by Purchaser, such supplement to the extent permitted by applicable Law, report to Purchaser regarding the STB Business and the status of the STB Business and the Company’s and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this Agreement; (b) report to Purchaser on a weekly basis the names of any STB Employees who give notice of termination of employment or who threaten to terminate employment; (c) maintain the Purchased Assets in a state of repair and condition that is consistent with the Ordinary Course of Business; (d) pay or otherwise satisfy in the Ordinary Course of Business all of its material Liabilities of the STB Business to the extent permitted under bankruptcy Law; (e) promptly take all Required Actions and any other office actions with respect to any Registered IP and provide drafts of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions); (f) keep in full force and effect, without amendment or other modification, all material rights relating to the STB Business; (g) comply in all material respects with all Laws and Orders relating to the STB Business; (h) continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 4.6 of the Disclosure Schedule or substantially equivalent policies; (i) maintain Letter shall be deemed “Transferred Material Contracts” for all books and records relating to the STB Business in the Ordinary Course of Business and purposes hereof so long as such Contracts were entered into in accordance with GAAP; and (j) cooperate with and assist Purchaser in identifying all Permits required by Purchaser to operate the STB Business after the Closing Dateterms hereof.

Operation of the Business. Between From the date hereof until the Closing, SELLERS covenant and agree that the Acquired Companies shall: (a) maintain the corporate existence in good standing of each Acquired Company; (b) maintain the general character of the business of each Acquired Company; (c) use its commercially reasonable best efforts to maintain in effect all of each Acquired Company’s existing insurance coverage (or substantially equivalent insurance coverage), preserve each Acquired Company’s business organization substantially intact, keep the services of each Acquired Company’s present employees and preserve each Acquired Company’s present business relationships and goodwill, including with its suppliers, landlords, employees, creditors, agents and customers; (d) in all material respects conduct the business of each Acquired Company in the usual and ordinary manner consistent with past practice and objectives of providing for its long-term profit growth, including perform in all material respects all agreements or other obligations with banks, customers, creditors, landlords, agents, suppliers, employees and others; (e) inform TOG about any operational matters of a material nature; (f) provide TOG with a quarterly consolidated balance sheet and related consolidated statement of income of FININD and ISOCLIMA for each calendar month ending after the date of this Agreement no later than 45 days after the last day of such calendar month; provided, that all such balance sheets and statements of income shall be prepared in accordance with generally accepted accounting principles applied on a basis consistent with that of preceding accounting period, except as otherwise noted therein and subject to normal recurring year-end adjustments and the Closing Dateabsence of notes; provided, unless required by order further, that all such balance sheets and statements of income shall fairly present in all material respects the Bankruptcy Court or the Cayman Court, or Purchaser shall otherwise agree in writing, the Company shall cause the STB Business to be conducted only in the Ordinary Course financial position of Business, FININD and shall use its commercially reasonable efforts to preserve substantially intact the organization of the STB Business, substantially keep available the services of the STB Employees and STB Service Providers and substantially preserve the current relationships of the STB Business with customers, suppliers and other Persons with which the STB Business has material business relations. For the avoidance of doubt, the Company shall, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary prior to and ISOCLIMA as of the Closing Date, without extensions respective dates of time or late payment fees, such balance sheets and have all necessary documents prepared the results of its operations on a consolidated and filings timely made in connection therewith, consolidating basis for the maintenancerespective periods indicated; (g) the Parties shall agree upon a regular reporting on the status of the business, prosecution, registration operations and filing financial condition of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between Acquired Company; (h) From the date of this Agreement and through the Closing Date, the Company shall, except as set forth on Schedule 5.2: (a) if requested SELLERS shall notify TOG in writing in the event that any SELLER receive written or oral communication from any Person that either (i) the announcement of the transactions contemplated by Purchaser, to the extent permitted by applicable Law, report to Purchaser regarding the STB Business this Agreement and the status performance of the STB Business and obligations of the Company’s and each Subsidiary’s operations and finances; providedparties under this Agreement will have a material adverse effect on the business, thatoperations, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the Company to report such information properties, prospects, assets, liabilities or a format required pursuant to this Agreement; (b) report to Purchaser on a weekly basis the names condition of any STB Employees who give notice of termination of employment Acquired Company or who threaten to terminate employment; (cii) maintain there are any actual or proposed change in any Legal Requirements that will have a material adverse effect on the Purchased Assets in a state of repair and business, operations, properties, prospects, assets, liabilities or condition that is consistent with the Ordinary Course of Business; (d) pay or otherwise satisfy in the Ordinary Course of Business all of its material Liabilities of the STB Business to the extent permitted under bankruptcy Law; (e) promptly take all Required Actions and any other office actions with respect to any Registered IP and provide drafts of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions); (f) keep in full force and effect, without amendment or other modification, all material rights relating to the STB Business; (g) comply in all material respects with all Laws and Orders relating to the STB Business; (h) continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 of the Disclosure Schedule or substantially equivalent policies;Acquired Company; and (i) maintain all books and records relating to the STB Business promptly notify TOG of any emergency or other material change in the Ordinary Course ordinary course of Business any Acquired Company’s business, operations or financial condition, and in accordance with GAAP; and of any written or oral complaints, investigations or hearings (jor written or oral communications indicating that the same may be contemplated) cooperate with and assist Purchaser in identifying all Permits required by Purchaser to operate the STB Business after the Closing Dateof any Governmental Entity concerning any Acquired Company or any of its properties.

Operation of the Business. Between From the date hereof until the Closing or earlier termination of this Agreement, except as otherwise expressly provided for in this Agreement, Sellers and the Acquired Companies covenant and agree that each Acquired Company shall: (a) maintain the corporate existence in good standing of each Acquired Company; (b) maintain the general character of the business of each Acquired Company; (c) use its commercially reasonable best efforts to maintain in effect all of each Acquired Company’s existing insurance coverage (or substantially equivalent insurance coverage), preserve each Acquired Company’s business organization substantially intact, keep the services of each Acquired Company’s present employees and preserve each Acquired Company’s present business relationships and goodwill, including with its suppliers, landlords, employees, creditors, agents and customers; (d) in all material respects conduct the business of each Acquired Company in the usual and ordinary manner consistent with past practice and objectives of providing for its long-term profit growth, including perform in all material respects all agreements or other obligations with banks, customers, creditors, landlords, agents, suppliers, employees and others; (e) confer with TOG concerning operational matters of a material nature; (f) provide TOG with a monthly internally prepared combined balance sheet and related consolidated statement of income of the Acquired Companies for each calendar month ending after the date of this Agreement no later than thirty (30) days after the last day of such calendar month; provided, that all such balance sheets and the Closing Date, unless required by order statements of the Bankruptcy Court or the Cayman Court, or Purchaser income shall otherwise agree be prepared in writing, the Company shall cause the STB Business to be conducted only in the Ordinary Course accordance with GAAP applied on a basis consistent with that of Business, and shall use its commercially reasonable efforts to preserve substantially intact the organization of the STB Business, substantially keep available the services of the STB Employees and STB Service Providers and substantially preserve the current relationships of the STB Business with customers, suppliers and other Persons with which the STB Business has material business relations. For the avoidance of doubt, the Company shall, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary prior to and as of the Closing Date, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between the date of this Agreement and the Closing Date, the Company shallpreceding accounting period, except as set forth on Schedule 5.2: (a) if requested in writing by Purchaser, otherwise noted therein and subject to the extent permitted by applicable Law, report to Purchaser regarding the STB Business normal recurring year-end adjustments and the status absence of the STB Business and the Company’s and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this Agreement; (b) report to Purchaser on a weekly basis the names of any STB Employees who give notice of termination of employment or who threaten to terminate employment; (c) maintain the Purchased Assets in a state of repair and condition that is consistent with the Ordinary Course of Business; (d) pay or otherwise satisfy in the Ordinary Course of Business all of its material Liabilities of the STB Business to the extent permitted under bankruptcy Law; (e) promptly take all Required Actions and any other office actions with respect to any Registered IP and provide drafts of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions); (f) keep in full force and effect, without amendment or other modification, all material rights relating to the STB Businessnotes; (g) comply in all material respects with all Laws report periodically to TOG but no less often than on a monthly basis concerning the status of the business, operations and Orders relating to the STB Businessfinancial condition of each Acquired Company; (h) continue notify TOG in full force and effect the insurance coverage under event that Sellers receive written or oral communication from any Person that either (i) the policies required to be disclosed in Section 3.14 announcement of the Disclosure Schedule transactions contemplated by this Agreement and the performance of the obligations of the parties under this Agreement will be reasonably likely to have a Material Adverse Effect or substantially equivalent policies;(ii) there are any actual or proposed change in any Legal Requirements that will be reasonably likely to have a Material Adverse Effect; and (i) maintain all books and records relating to the STB Business promptly notify TOG of any emergency or other material change in the Ordinary Course ordinary course of Business any Acquired Company’s business, operations or financial condition, and in accordance with GAAP; and of any written or oral complaints, investigations or hearings (jor written or oral communications indicating that the same may be contemplated) cooperate with and assist Purchaser in identifying all Permits required by Purchaser of any Governmental Entity concerning any Acquired Company or any of its properties, where such event will be reasonably likely to operate the STB Business after the Closing Datehave a Material Adverse Effect.

Operation of the Business. Between Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, Seller Parent, each Other Seller and Seller covenants that, in respect of the Business (it being understood that nothing in this Section 6.1 shall in any way limit Seller Parent, any Other Seller or Seller or any of their Subsidiaries’ operation of the Retained Business), from the date of this Agreement and until the Closing Date, unless required by order of the Bankruptcy Court or the Cayman Court, or Purchaser shall otherwise agree in writing, the Company shall cause the STB Business to be conducted only in the Ordinary Course of Businessthey will, and shall will cause their Affiliates to, use its commercially reasonable efforts to maintain and preserve substantially intact the organization of Business in all material respects and to maintain in all material respects the STB Business, substantially keep available the services of the STB Employees ordinary and STB Service Providers and substantially preserve the current customary relationships of the STB Business with customerstheir suppliers, suppliers customers and other Persons others having business relationships with which them with a view toward preserving for Purchaser after the STB Business has material business relations. For Closing Date the avoidance of doubtBusiness, the Company Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries and the goodwill associated therewith. Except as otherwise provided in this Agreement or as disclosed 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), Seller Parent, each Other Seller and Seller shall, and shall cause its applicable their Subsidiaries in respect of the Business to, pay all registration, maintenance, renewal, continue to operate and annuity fees and Taxes due conduct the Business in the ordinary course of business consistent with past practice. Except as otherwise contemplated by Company this Agreement or any Subsidiary prior to and as disclosed in Section 6.1 of the Closing DateDisclosure Letter, without extensions limiting the generality of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between each Seller Parent, each Other Seller and Seller, from the date of this Agreement until the Closing, shall not and shall cause their Affiliates not to, without the Closing Dateprior written approval of Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed), take any of the following actions with respect to the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Company shall, except as set forth on Schedule 5.2Purchased Seller Subsidiaries or the Business: (a) if requested transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien (other than Permitted Liens) on, any of the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, or any assets of the Purchased Seller Subsidiaries, the Assigned Real Property or the Subleased Real Property, other than (i) sales of inventory in writing by Purchaserthe ordinary course of business, to (ii) other transfers, leases, licenses and dispositions made in the extent permitted by applicable Lawordinary course of business, report or (iii) Permitted Liens or in the case of the Assigned Real Property or the Subleased Real Property, leases or licenses which will not interfere with the performance of Seller Parent and its Subsidiaries of their obligations to Purchaser regarding with respect thereto under the STB Business and the status of the STB Business and the Company’s and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this AgreementTransaction Documents; (b) report to Purchaser on a weekly basis issue, grant, deliver or sell or authorize or propose the names issuance, grant, delivery or sale of, or purchase or propose the purchase of, the capital stock of any STB Employees who give notice Purchased Seller Subsidiary or any securities convertible into, exercisable or exchangeable for, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of termination any character obligating any of employment them to issue or who threaten purchase any such shares or other convertible securities to terminate employmentany Person other than Seller; (c) maintain grant any increase in the Purchased Assets compensation or benefits arrangements of a Business Employee or under any Seller Plan, except for increases in a state the compensation or benefits of repair and condition that is such employees: (A) in the ordinary course of business consistent with past practices (excluding severance or bonuses, in either case payable by any Other Seller or Seller upon consummation of the Ordinary Course transactions contemplated by this Agreement, for Business Employees covered by parts (i) and (iii), but not part (ii) of Businesssuch definition), (B) 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 Seller Parent, any Other Seller or Seller or one of their Subsidiaries as in effect on the date hereof or hire new Business Employees other than in the ordinary course of business; (d) pay cancel, compromise, release or otherwise satisfy assign any Indebtedness owed to the Business or any claims held by the Business, other than in the Ordinary Course ordinary course of Business all business consistent with past practice and in any event not in excess of its material Liabilities of the STB Business to the extent permitted under bankruptcy Law$250,000; (e) promptly take all Required Actions and any enter into, terminate (other office actions with respect to any Registered IP and provide drafts than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any proposed office actions to Purchaser such contract) in advance any material respect the terms of filing (and reasonably take into account any comments Transferred Material Contract or the Assigned Real Property or the Subleased Real Property other than in the ordinary course of Purchaser in all such office actions)business consistent with past practice; (f) keep 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 amend or extend in full force and effect, without amendment or other modification, all material rights relating a manner adverse to the STB Business any such covenant in any existing Contract of the Business; (g) comply 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 all material respects with all Laws and Orders relating the aggregate, to the STB Business; (h) continue in full force institute, settle or agree to settle any Proceeding relating to or affecting the Business or the Purchased Assets before any court of other Governmental Authority (other than settlements of Proceedings (1) not involving Intellectual Property matters, (2) involving solely the payment of money damages and effect (3) not involving an admission of liability) or (ii) waive or surrender any rights related to any pending or threatened litigation to the insurance coverage under extent relating to or affecting the policies required to be disclosed in Section 3.14 of Business or the Disclosure Schedule or substantially equivalent policiesPurchased Assets; (i) maintain all books and records relating to sell, transfer, license or otherwise convey or dispose of, or incur or suffer the STB imposition of any Lien (other than Permitted Liens) on, any Purchased Seller Subsidiary Interests, Purchased Assets, Transferred Business Intellectual Property or Transferred Business Intellectual Property Rights, other than non-exclusive licenses in connection with sales or licenses of products in the Ordinary Course ordinary course of Business and in accordance business consistent with GAAP; andpast practice; (j) cooperate enter into any material financing or guarantee arrangement, agreement or undertaking with and assist 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; (k) grant any allowances or discounts outside the ordinary course of business or sell inventory materially in identifying all Permits required excess of reasonably anticipated consumption for the near term outside the ordinary course of business; or (l) agree or commit to do any 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 of the Disclosure Letter, which shall identify those Contracts with respect the Business entered into by Purchaser to operate the STB Business Seller Parties or their Subsidiaries after the Closing Datedate of this Agreement not in violation of the terms hereof which would have constituted “Transferred Material Contracts” if such Contracts had been in effect as of the date hereof, and such Contracts identified on such supplement to Section 4.6 of the Disclosure 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.

Operation of the Business. Between the date of this Agreement and the Closing DateClosing, with respect to the Business and Assets, unless required by order of the Bankruptcy Court or the Cayman Court, or Purchaser shall Buyer otherwise agree consents in writing, each Seller shall: (a) conduct the Company shall cause the STB Business to be conducted only in the Ordinary Course ordinary course of Businessthe Business consistent with past practices or reasonable future expectations; (b) without making any commitment on Buyer’s behalf, and shall use its commercially reasonable efforts to to, in all material respects, preserve substantially intact the organization of the STB Businesscurrent Business organization, substantially keep available the services of the STB Employees its employees and STB Service Providers agents and substantially preserve the current relationships of the STB Business maintain its relations and goodwill with suppliers, customers, suppliers landlords, creditors, employees, agents and other Persons others having business relationships with which the STB Business has material business relations. For the avoidance of doubt, the Company shall, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary prior to and as of the Closing Date, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between the date of this Agreement and the Closing Date, the Company shall, except as set forth on Schedule 5.2: (a) if requested in writing by Purchaser, to the extent permitted by applicable Law, report to Purchaser regarding the STB Business and the status of the STB Business and the Company’s and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this Agreement; (b) report to Purchaser on a weekly basis the names of any STB Employees who give notice of termination of employment or who threaten to terminate employmentit; (c) except for cause, make no material changes in management personnel of the Business; (d) not hire any management personnel of the Business, make any changes to any Seller Benefit Plan affecting the Affected Employees, or increase the wages, salaries or benefits of any Affected Employee, other than in the ordinary course of business; (e) maintain the Purchased Assets in a state of repair and condition that complies with Legal Requirements, is consistent with the Ordinary Course of Business; (d) pay or otherwise satisfy in the Ordinary Course of Business all of its material Liabilities requirements and normal conduct of the STB Business to and consistent with the extent permitted under bankruptcy Law; (e) promptly take all Required Actions recent normal and any other office actions with respect to any Registered IP and provide drafts of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions)routine maintenance schedule performed by Sellers; (f) use its commercially reasonable efforts to keep in full force and effect, without amendment or other modificationamendment, all material rights relating to the STB Business; (g) comply in all material respects with all Laws Legal Requirements and Orders relating use its commercially reasonable efforts to comply with all contractual obligations applicable to the STB operations of the Business; (h) continue in full force and effect the insurance coverage under the policies required to be disclosed set forth in Section 3.14 3.18(a) of the Seller Disclosure Schedule Letter or substantially equivalent policies; (i) not enter into a Seller Contract or Bid described in Section 3.17(a) or relating to Business Intellectual Property other than in the ordinary course of business; (j) not dispose of or permit to lapse any rights to the use of any Business Intellectual Property or permit any Governmental Authorization to expire; and (k) maintain all books and records Records of Sellers relating to the STB Business in the Ordinary Course ordinary course of the Business and in accordance consistent with GAAP; and (j) cooperate with and assist Purchaser in identifying all Permits required by Purchaser to operate the STB Business after the Closing Datepast practices.

Operation of the Business. Between Except 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 (it being understood that nothing in this Section 6.1 shall in any way limit Seller’s or any of its Subsidiaries’ operation of the Retained Business), until the Closing it will, and it will cause its Subsidiaries to, 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, customers and others having business relationships with it with a view toward preserving for Purchaser after the Closing Date the Business, the Purchased Assets, the Transferred Business Intellectual Property, the Transferred Business Intellectual Property Rights and the goodwill associated therewith, provided that Purchaser agrees and acknowledges that Seller shall have the right to terminate all of the agreements and arrangements set forth in Section 4.18 of the Disclosure Letter as of the Closing Date except to the extent otherwise provided in this Agreement or the other Transaction Documents. Except as otherwise provided in this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, from the date hereof until the Closing, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld) Seller shall, and it shall cause its Subsidiaries in respect of the Business to, continue to operate and conduct the Business in the ordinary course of business consistent with past practice. Except as otherwise contemplated 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 its Subsidiaries not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), take any of the following actions with respect to the Purchased Assets, the Transferred Business Intellectual Property, the Transferred Business Intellectual Property Rights or the Business: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien (other than Permitted Liens) on, 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, or (iii) Permitted Liens; (b) 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) in the ordinary course of business (excluding severance or bonuses, in either case payable by Seller upon consummation of the transactions contemplated by this Agreement, for Business Employees covered by parts (i) and (iii), but not part (ii) of such definition), (B) 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 Seller or one of its Subsidiaries as in effect on the date hereof or hire new Business Employees other than in the ordinary course of business; (c) cancel, compromise, release or assign any Indebtedness owed to the Business or any claims held by the Business, other than in the ordinary course of business consistent with past practice; (d) 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 or any Lease with respect to the Assigned Real Property, the Leased Real Property or the Licensed Real Property other than in the ordinary course of business consistent with past practice; (e) sell, transfer, license or otherwise convey or dispose of, or incur or suffer the imposition of any Lien (other than Permitted Liens) on, any Transferred Business Intellectual Property or Transferred Business Intellectual Property Rights, other than non-exclusive licenses in connection with sales or licenses of products in the ordinary course of business consistent with past practice; (f) 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 which would constitute an Assumed Liability; (g) grant any allowances or discounts outside the ordinary course of business or sell inventory materially in excess of reasonably anticipated consumption for the near term outside the ordinary course of business; (h) commence or settle any material Proceeding outside the ordinary course of business; (i) make or fail to make any material capital expenditures or commitment therefor as set forth in Section 6.1(i) of the Disclosure Letter; or (j) agree or commit to do any of the foregoing. Not less than five (5) Business Days prior to the Closing, Seller shall deliver to Purchaser a supplement to Section 4.5(a) of the Disclosure Letter, which shall identify those Contracts entered into by Seller or its Subsidiaries after the date of this Agreement and the Closing Date, unless required by order not in violation of the Bankruptcy Court or the Cayman Court, or Purchaser shall otherwise agree terms hereof which would have constituted “Assumed Material Contracts” if such Contracts had been in writing, the Company shall cause the STB Business to be conducted only in the Ordinary Course of Business, and shall use its commercially reasonable efforts to preserve substantially intact the organization of the STB Business, substantially keep available the services of the STB Employees and STB Service Providers and substantially preserve the current relationships of the STB Business with customers, suppliers and other Persons with which the STB Business has material business relations. For the avoidance of doubt, the Company shall, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary prior to and effect as of the Closing Date, without extensions of time or late payment feesdate hereof, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between the date of this Agreement and the Closing Date, the Company shall, except as set forth such Contracts identified on Schedule 5.2: (asuch supplement to Section 4.5(a) if requested in writing by Purchaser, to the extent permitted by applicable Law, report to Purchaser regarding the STB Business and the status of the STB Business and the Company’s and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this Agreement; (b) report to Purchaser on a weekly basis the names of any STB Employees who give notice of termination of employment or who threaten to terminate employment; (c) maintain the Purchased Assets in a state of repair and condition that is consistent with the Ordinary Course of Business; (d) pay or otherwise satisfy in the Ordinary Course of Business all of its material Liabilities of the STB Business to the extent permitted under bankruptcy Law; (e) promptly take all Required Actions and any other office actions with respect to any Registered IP and provide drafts of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions); (f) keep in full force and effect, without amendment or other modification, all material rights relating to the STB Business; (g) comply in all material respects with all Laws and Orders relating to the STB Business; (h) continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 of the Disclosure Schedule or substantially equivalent policies; (i) maintain Letter shall be deemed “Assumed Material Contracts” for all books and records relating to the STB Business in the Ordinary Course of Business and purposes hereof so long as such Contracts were entered into in accordance with GAAP; and (j) cooperate with and assist Purchaser in identifying all Permits required by Purchaser to operate the STB Business after the Closing Dateterms hereof.

Operation of the Business. Between (a) During the date Pre-Closing Period (except with the prior written Consent of this Agreement and the Closing Date, unless required by order of the Bankruptcy Court or the Cayman Court, or Purchaser shall otherwise agree in writing, the ATS) Company shall (and shall cause its Subsidiaries to) cause the STB Business to be conducted operated only in the Ordinary Course of Business, in compliance with all applicable Legal Requirements and all Contracts. From the period beginning on the Closing Date, all revenue and trade payables arising out of or related to the Business shall be for ATS’s account. During the Pre-Closing Period, Company will use (and will cause each of its Subsidiaries to use) its commercially reasonable efforts to (i) preserve substantially intact the Business and the business organization of the STB Businesssuch Person, substantially (ii) keep available the services of its current officers and employees, (iii) maintain in effect all approvals from Governmental Bodies which are necessary or desirable for the STB Employees operation and STB Service Providers and substantially preserve the current relationships management of the STB Business with customersBusiness, suppliers (iv) maintain, preserve and other Persons with which the STB Business has material business relations. For the avoidance keep all of doubt, the Company shall, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary prior to and as of the Closing Date, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between the date of this Agreement and the Closing Date, the Company shall, except as set forth on Schedule 5.2: (a) if requested in writing by Purchaser, to the extent permitted by applicable Law, report to Purchaser regarding the STB Business and the status of the STB Business and the Company’s and each Subsidiary’s operations assets in reasonable condition and finances; providedrepair (ordinary wear and tear excepted), that(v) preserve the goodwill of its material suppliers, customers, licensors, and lessors, (vi) keep in full force all insurance policies listed on Schedule 4.14 of the Disclosure Memorandum and (vii) (A) timely file, in accordance with applicable Legal Requirements, all Federal, state and local, domestic and foreign, income and franchise Tax Returns and reports and all other material Tax Returns and reports due on or prior to the Closing Date, except for Tax Returns with respect to which the Company shall only be has received an extension of time in which to file any such Tax Return or report. In each case as set forth on Schedule 4.7 of the Disclosure Memorandum (“Post-Signing Returns”) required to report information be filed by Company or any of its Subsidiaries (after taking into account any extensions), which shall be complete and correct, except for failures to file or be true and correct that individually or in the aggregate are not reasonably likely to result in a material Liability for Company or any Subsidiary; (B) timely pay all Taxes due and payable in respect of such Post-Signing Returns that are so filed, other than Taxes being contested in good faith; (C) accrue a reserve in its books and records and financial statements in accordance with past practice for Taxes payable by Company or any of its Subsidiaries for which no Post-Signing Return is currently available due prior to the Effective Time; (D) notify ATS of any Proceeding pending against or with respect to the Company or any of its Subsidiaries in respect of any material Tax and that is prepared not settle or compromise any such Legal Proceeding relating to any material Tax without ATS’s prior written Consent, which shall not be unreasonably withheld or delayed; and (E) not make or revoke any material Tax election without ATS’s Consent. (b) Except set forth on Schedule 7.2(b) as otherwise permitted or required by this Agreement, or as otherwise consented to or approved by ATS in a format that is currently used by writing, neither Company nor any of its Subsidiaries shall: (i) amend its Organizational Documents or take any corporate or limited liability company or other action if any such amendment or action would have an adverse effect on the ability of Company to report such information or a format required pursuant to consummate the transactions contemplated by this Agreement; (bii) report to Purchaser on a weekly basis (A) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock or other equity or voting interests, (B) split, combine or reclassify any of its capital stock or other equity or voting interests, or issue or authorize the names issuance of any STB Employees who give notice other securities in respect of, in lieu of termination or in substitution for shares of employment its capital stock or who threaten other equity or voting interests, (C) purchase, redeem or otherwise acquire any shares of capital stock or any other of its securities or any options, warrants, calls or rights to terminate employmentacquire any such shares or other securities or (D) take any action that would result in any amendment, modification or change of any term (including any conversion price thereof) of any debt; (ciii) maintain issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other equity or voting interests or any securities convertible into, or exchangeable for, or any options, warrants, calls or rights to acquire or receive, any such shares, interests or securities or any stock appreciation rights, phantom stock awards or other rights that are linked in any way to the Purchased Assets price of any Company Capital Stock or the value of Company or any part thereof (other than (A) the issuance of shares of Common Stock upon the exercise of Company Options, (B) the issuance of shares of Common Stock immediately prior to the Merger, as required by the Company’s Amended and Restated Articles of Incorporation, in effect as of the date hereof and (C) conversions of Series AA Preferred Stock); (iv) enter into, acquire or agree to acquire by merging or consolidating with, or by purchasing all or a state substantial portion of repair and condition that is consistent the assets of, or by purchasing all or a substantial equity or voting interest in, or by any other manner, any business or any Person; (v) create or incur any material Encumbrance against any material asset of the Business, other than Permitted Encumbrances; (vi) enter into, amend, in any material respect, or terminate any material Contract or default in any material respect (or take or omit to take any action that, with or without the giving of notice or passage of time or both, would constitute a material default) in any of its obligations under any material Contract; (vii) enter into any material lease or sublease of real property (whether as a lessor, sublessor, lessee or sublessee) or modify, amend, terminate or fail to exercise any right to renew any material lease or sublease of real property; (viii) acquire or agree to acquire or license any material assets other than in the Ordinary Course of Business or incur or commit to incur any capital expenditures, or any obligations or liabilities in connection therewith, except pursuant to existing Contracts or that, in the aggregate, would not exceed $100,000 during any fiscal quarter; (ix) dispose of or permit to lapse any material rights to the use of any material Intellectual Property or disclose any material Intellectual Property not a matter of public knowledge, other than as required by Legal Requirements or contractual obligations existing on the date hereof; (x) dispose of any material assets or properties outside of the Ordinary Course of Business; (dxi) pay repurchase, prepay or otherwise incur any indebtedness for borrowed money or guarantee any indebtedness for borrowed money of another Person, in each case, exceeding $100,000 or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Company, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing; (xii) make any loans, advances or capital contributions to, or investments in, any other Person, except for commission, or similar travel advances to employees made in the Ordinary Course of Business; (xiii) (A) pay, discharge, settle or satisfy any material claims (including claims of shareholders and any shareholder litigation relating to this Agreement, the Merger or any other transaction contemplated by this Agreement or otherwise), liabilities or obligations (whether absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the Ordinary Course of Business all or as required by their terms as in effect on the date of its material Liabilities this Agreement of claims, liabilities or obligations reflected or reserved against in the STB Business to June 30, 2013 Balance Sheet (for amounts not in excess of such reserves) or incurred since the extent permitted under bankruptcy Law; in the Ordinary Course of Business, or (eB) promptly take all Required Actions and commence any Proceeding other office actions with respect to any Registered IP and provide drafts than in the Ordinary Course of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions); (f) keep in full force and effect, without amendment or other modification, all material rights relating to the STB Business; (gxiv) comply enter into any material Contract if consummation of the transactions contemplated by this Agreement or compliance by Company with the provisions of this Agreement will conflict with, or result in all any violation or breach, in any material respects respect, of, or default, in any material respect, (with all Laws and Orders relating or without notice or lapse of time or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to a loss of a material benefit under, or result in the STB Businesscreation of any Encumbrance (other than Permitted Encumbrances) in or upon any of the properties or assets of Company under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of such Contract; (hxv) continue enter into any material Contract, other than in full force and effect the insurance coverage under Ordinary Course of Business, containing any restriction on the policies required ability of Company to be disclosed in Section 3.14 assign, all or any portion of its rights, interests or obligations thereunder, unless such restriction expressly excludes any assignment to ATS or its Subsidiaries or current or future Affiliates of the Disclosure Schedule Company in connection with or substantially equivalent policiesfollowing the consummation of the Merger and the other transactions contemplated by this Agreement; (ixvi) maintain all books and records relating except as required by applicable Legal Requirements, adopt or enter into any collective bargaining agreement or other labor union Contract applicable to the STB Business employees of Company or any of its Subsidiaries or terminate without cause the employment of any employee of Company that has an employment, severance or similar agreement or arrangement with Company which provides for severance or termination payments in excess of $125,000; (A) hire any new employee with an annual base salary in excess of $125,000 or promote any employee to a position with an annual base salary in excess of $125,000, except, in each case, in order to fill a position vacated after the date of this Agreement, or (B) engage any consultant or independent contractor for a period exceeding thirty (30) days whose annual compensation would exceed $125,000; (xviii) increase in any manner the compensation or benefits of, or pay any bonus to, any employee, officer, director or independent contractor of Company, except (A) in the Ordinary Course of Business with respect to any employee, officer, director or independent contractor of the Company with an annual base salary or rate of compensation less than $125,000, (B) as required to comply with applicable Legal Requirements, or (C) as required by any Contract or Company Benefit Plan in effect on the date of this Agreement; (xix) except as required to comply with applicable Legal Requirements or any Contract or Company Benefit Plan in effect on the date of this Agreement, (A) grant any equity or equity based awards under any Company Benefit Plan (including the grant of Company Options, stock appreciation rights, stock based or stock related awards, performance units or restricted stock), (B) take any action to accelerate the vesting or payment of any compensation or benefit under any Contract or Company Benefit Plan, except with respect to the acceleration of vesting and termination of any Company Options pursuant to Section 2.5 of this Agreement and the Value Participation Plan Payments pursuant to Section 8.10, or (C) adopt, enter into or materially amend any Company Benefit Plan other than offer letters entered into with new employees in accordance the Ordinary Course of Business; (xx) change its fiscal year, revalue any of its material assets or make any changes in financial or tax accounting methods, principles or practices; (xxi) change or rescind any material Tax election, amend any material Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Company in respect of any post-Closing Tax period; (xxii) except for changes in the Ordinary Course of Business, change any of its pricing policies, service policies, personnel policies or other business policies, in any material respect; (xxiii) fail to comply, in all material respects, with GAAPall applicable Legal Requirements governing or relating to the Business, including, without limitation, all approvals from Governmental Bodies if such failure would have a Material Adverse Effect; or (xxiv) authorize any of, or commit or agree to take any of, the foregoing actions. (c) During the Pre-Closing Period, Company shall promptly notify ATS in writing of: (i) the discovery by Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in any representation or warranty made by Company in this Agreement; (ii) any incurable material breach of any covenant of Company; (iii) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 9 or Section 10 impossible or unlikely or that has had or could reasonably be expected to have a Material Adverse Effect; and (jiv) cooperate (A) any notice or other communication from any Person alleging that the Consent of such Person is or may be required in connection with the Contemplated Transactions, and assist Purchaser (B) any Legal Proceeding or material claim threatened, commenced or asserted against or with respect to Company or the Contemplated Transactions. Subject to Section 7.4, no notification given to ATS pursuant to this Section 7.2(c) shall limit or otherwise affect any of the representations, warranties, covenants or obligations of Company contained in identifying all Permits required by Purchaser to operate the STB Business after the Closing Datethis Agreement.

Operation of the Business. Between From the date of this Agreement and until the Closing DateClosing, unless required by order of the Bankruptcy Court or the Cayman Courtearlier termination of this Agreement in accordance with ARTICLE X, or Purchaser shall otherwise agree in writingwithout the prior written consent of Purchaser, and except to the extent described on Schedule 7.3, the Company Sellers shall use their reasonable best efforts to, and shall cause TLG and its subsidiaries to use their reasonable best efforts to (x) conduct the STB Business to be conducted only in the Ordinary Course of Business in accordance with all Applicable Law, (y) maintain and preserve intact TLG’s current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of TLG’s employees, customers, lenders, suppliers, regulators and others having relationships with the Business, and shall use its commercially reasonable efforts to preserve substantially intact (z) consult with the organization of the STB Business, substantially keep available the services of the STB Employees and STB Service Providers and substantially preserve the current relationships of the STB Business with customers, suppliers and other Persons with which the STB Business has material business relations. For the avoidance of doubt, the Company shall, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary Purchaser prior to taking any action or entering into any transaction that may be of strategic importance to TLG and its subsidiaries taken as of a whole. Without limiting the foregoing, from the date hereof until the Closing Date, without extensions the prior written consent of time or late payment feesthe Purchaser, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between the date of this Agreement and the Closing Date, the Company shall, except as set forth on Schedule 5.27.3, the Sellers shall use their reasonable best efforts to, and shall cause TLG and its subsidiaries to use their reasonable best efforts to: (a) if requested in writing by Purchaser, to preserve and maintain all Permits (including liquor licenses) that are materially necessary for the extent permitted by applicable Law, report to Purchaser regarding the STB Business and the status conduct of the STB Business as currently conducted or the ownership and use of the Company’s assets of TLG and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this Agreementits Subsidiaries; (b) report to Purchaser on a weekly basis pay all Indebtedness of the names of any STB Employees who give notice of termination of employment or who threaten to terminate employmentBusiness and TLG and its Subsidiaries when due; (c) maintain the Purchased Assets continue to collect accounts receivable in a state of repair and condition that is manner materially consistent with past practice, without discounting such accounts receivable (other than in the Ordinary Course of Business; (d) pay maintain the properties and assets of the Business and TLG and its subsidiaries in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies; (f) defend and protect the properties and assets of the Business and TLG and its subsidiaries from infringement or otherwise satisfy usurpation; (g) perform all of their material obligations under all material Contracts, provided that nothing in this Section 7.3 shall require the Sellers, TLG or its Subsidiaries to take actions or efforts outside the Ordinary Course of Business all of its to meet any performance thresholds set forth in any material Liabilities of the STB Business to the extent permitted under bankruptcy LawContract; (eh) promptly take all Required Actions maintain the books and any other office actions records of the Business and TLG and its subsidiaries materially accordance with respect to any Registered IP and provide drafts of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions)past practice; (f) keep in full force and effect, without amendment or other modification, all material rights relating to the STB Business; (gi) comply in all material respects with all Laws and Orders relating applicable to the STB Business; (h) continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 conduct of the Disclosure Schedule Business or substantially equivalent policies; (i) maintain all books the ownership and records relating to use of the STB Business in assets of the Ordinary Course of Business and in accordance with GAAP; andTLG and its subsidiaries; (j) cooperate not take or permit any action that would cause any of the changes, events or conditions described in Sections 4.6 and 4.11 to occur; (k) not directly or indirectly, do any of the following, except as expressly contemplated by this Agreement (including Section 7.1): i. sell, transfer, license, pledge, dispose of or subject to any Encumbrance any material assets of the Business and TLG and its Subsidiaries; ii. amend or propose to amend TLG or any of its Subsidiaries’ certificate of formation or limited liability company agreement or comparable organizational documents, other than non-material ministerial amendments, or enter into any new limited liability company agreement or comparable organizational documents with and assist Purchaser respect to any Subsidiary which does not currently have a limited liability company agreement or comparable organizational documents (including El Sushito, LLC); iii. split, combine or reclassify any outstanding shares of TLG or any of its subsidiaries equity interests, effect a recapitalization or similar event or accelerate the vesting of any options, restricted stock, stock appreciation rights or similar rights; iv. issue, sell, pledge, transfer or dispose of, or agree to issue, sell, pledge, or dispose of (A) any of the TLG Interests or equity interests of any of TLG’s subsidiaries, (B) any bonds, debentures, notes or other Material Indebtedness of TLG or any of its subsidiaries, (C) any securities convertible into or exchangeable for, or any options, warrants or rights of any kind to acquire any of the TLG Interests or equity interests of any of TLG’s subsidiaries, or (D) any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based performance units, in identifying all Permits required each case, in TLG or any of its subsidiaries; v. directly or indirectly acquire (by Purchaser merger, consolidation, acquisition of stock or assets or otherwise) (A) any Person or any business or division of any Person, (B) any capital stock or other equity interests of any Person, (C) any bonds, debentures, notes or other Material Indebtedness of any Person, (D) any securities convertible into or exchangeable for, or any options, warrants, or rights of any kind to operate the STB Business after the Closing Date.acquire, any capital stock or other equity interests of any Person or any voting securities or convertible or exchangeable securities, or (E) any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based performance units, in each case, in any Person; vi. create, incur, assume or guarantee any Material Indebtedness to any Person or issue any debt securities;

Operation of the Business. Between the date of this Agreement and the Closing Date, unless required by order of the Bankruptcy Court or the Cayman Court, or Purchaser shall otherwise agree in writing, the Company shall cause the STB LC Business to be conducted only in the Ordinary Course of Business, and shall use its commercially reasonable efforts to preserve substantially intact the organization of the STB LC Business, substantially keep available the services of the STB Designated Employees and STB Service Providers consultants of the LC Business and substantially preserve the current relationships of the STB LC Business with customers, suppliers and other Persons with which the STB LC Business has material business relations. For the avoidance of doubt, the Company shall, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary prior to and as of the Closing Date, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased LC Business Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between the date of this Agreement and the Closing Date, the Company shall, except as set forth on Schedule 5.2: (a) if requested in writing by Purchaser, to the extent permitted by applicable Law, report to Purchaser regarding the STB LC Business and the status of the STB LC Business and the Company’s and each Biofuels Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this Agreement; (b) report to Purchaser on a weekly basis the names of any STB Employees who give notice of termination of employment or who threaten to terminate employment; (c) maintain the Purchased LC Business Assets in a state of repair and condition that is consistent with the Ordinary Course of Business; (dc) pay or otherwise satisfy in the Ordinary Course of Business all of its material Liabilities of the STB Business to the extent permitted under bankruptcy LawLiabilities; (e) promptly take all Required Actions and any other office actions with respect to any Registered IP and provide drafts of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions); (fd) keep in full force and effect, without amendment or other modification, all material rights relating to the STB LC Business; (ge) comply in all material respects with all Laws and Orders relating to the STB LC Business; (hf) continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 3.16 of the Disclosure Schedule or substantially equivalent policies; (ig) maintain all books and records relating to the STB LC Business in the Ordinary Course of Business and in accordance with GAAPBusiness; and (jh) cooperate with and assist Purchaser in identifying all Permits required by Purchaser to operate the STB LC Business after the Closing Date.

Operation of the Business. Between the date of this Agreement and the Closing DateClosing, unless required except as otherwise provided in this Agreement or consented to in writing by order of the Bankruptcy Court Buyer (which consent shall not be unreasonably withheld or the Cayman Courtdelayed), or Purchaser shall otherwise agree in writing, the Company Seller shall cause SWH to (x) conduct the STB Business to be conducted only in the Ordinary Course of Business, and shall (y) use its commercially reasonable best efforts to maintain and preserve substantially intact the organization of the STB Businessits current Business organization, substantially keep available the services of the STB Employees operations and STB Service Providers and substantially to preserve the current rights, franchises, goodwill and relationships of the STB Business with its employees, customers, suppliers lenders, suppliers, regulators and other Persons others having relationships with which the STB Business has material business relationsBusiness. For Without limiting the avoidance of doubtforegoing, from the Company shall, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary prior to and as of Effective Date until the Closing Date, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between the date of this Agreement and the Closing Date, the Company shall, except as set forth on Schedule 5.2Seller shall cause SWH to: (a) if requested conduct its business only in writing by Purchaser, to the extent permitted by applicable Law, report to Purchaser regarding the STB Business and the status Ordinary Course of the STB Business and the Company’s and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this AgreementBusiness; (b) report to Purchaser on a weekly basis pay the names Indebtedness, Taxes and other obligations of any STB Employees who give notice of termination of employment or who threaten to terminate employmentthe Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the Purchased properties and assets included in the Assets in a state of repair and condition that is consistent with the Ordinary Course of Business; (d) pay or otherwise satisfy in the Ordinary Course of Business all of its material Liabilities requirements and normal conduct of the STB Business to the extent permitted under bankruptcy LawBusiness; (e) promptly take all Required Actions and any other office actions with respect to any Registered IP and provide drafts of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions)not implement operational decisions which will have a Material Adverse Effect; (f) keep make no material changes in full force and effect, without amendment or other modification, all material rights relating to the STB Businessmanagement personnel; (g) materially comply in all material respects with all Laws Legal Requirements and Orders relating contractual obligations applicable to the STB Businessoperations of the Business and under the Material Contracts; (h) continue in full force and effect the insurance coverage under the policies required to be disclosed set forth in Section 3.14 of the Disclosure Schedule 3.19 or substantially equivalent policies; (i) except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify or terminate any Employee Benefit Plan without the express written consent of Buyer (except as agreed in this Agreement) and, except as required under the provisions of any Employee Benefit Plan or Benefit Arrangement, not make any contributions to or with respect to any Employee Benefit Plan without the express written consent of Buyer; (j) preserve and maintain all Governmental Authorizations required for the conduct of the Business as currently conducted or the ownership and use of the Assets and cooperate with Buyer; and assist Buyer in identifying the Governmental Authorizations required by Buyer to operate the business from and after the Closing Date and transferring existing Governmental Authorizations of Seller to Buyer, where permissible; and (k) defend and protect the properties and assets included in the Assets from infringement or usurpation; (l) comply in all material respects with all Legal Requirements applicable to the conduct of the Business or the ownership and use of the Assets; (m) maintain all books and records Records relating to the STB Business in the Ordinary Course of Business and in accordance with GAAPBusiness; and (jn) cooperate with not permit any action that would cause any of the changes, events or conditions described in Section 3.17 to occur. For purposes of this Section 5.2 and assist Purchaser in identifying all Permits required by Purchaser notwithstanding any provision of this Agreement to operate the STB Business contrary, SWH’s refreshing or remodeling of Restaurants after the Effective Date and prior to Closing Dateand consistent with the budgets and business plans previously provided by Seller to Buyer shall not be deemed a Breach of this Section 5.2 or any other provision of this Agreement.

Operation of the Business. Between Purchaser hereby acknowledges that Seller does not have the right, directly or indirectly, to control or direct the operations of the Company or its Subsidiaries prior to the Merger Effective Time, subject to the Company’s obligation to obtain Seller’s written consent (not to be unreasonably withheld, conditioned or delayed) prior to taking certain actions as expressly set forth in Section 6.01(a) through Section 6.01(s) of the Merger Agreement (such actions, the “Restricted Actions”). From the date of this Agreement and until the Closing Date, unless required by order earlier of the Bankruptcy Court Merger Effective Time or the Cayman Courttermination of this Agreement in accordance with Section 7.1 hereof, or Purchaser shall otherwise agree in writing, the Company shall cause the STB Business to be conducted only in the Ordinary Course of Business, and Seller shall use its commercially reasonable efforts to enforce its rights with respect to the Restricted Actions and, in the event that the Company requests Seller’s consent to the taking of any Restricted Action that is primarily related to the Business, Seller shall provide prompt notice of such request to Purchaser and Seller shall not provide the Company with Seller’s consent to the taking of such Restricted Action (to the extent primarily relating to the Business) unless Seller has received Purchaser’s written consent (not to be unreasonably withheld, conditioned or delayed) to the taking of such Restricted Action or Seller’s failure to provide the Company with such consent would be deemed to be an unreasonable withholding, conditioning or delaying of such consent pursuant to the Merger Agreement. From the Merger Effective Time until the earlier of the Closing Date or the termination of this Agreement in accordance with Section 7.1 hereof, except as expressly contemplated by this Agreement, Seller shall, in each case, to the extent relating to the Business, cause the Company and its Subsidiaries, to conduct the Business in the ordinary course of business and use commercially reasonable efforts, to maintain and preserve substantially intact the organization of Business and to maintain the STB Business, substantially keep available the services of the STB Employees ordinary and STB Service Providers and substantially preserve the current customary relationships of the STB Business with customersits suppliers, suppliers lessors, licensees, customers and others having business relationships with them with a view toward preserving for Purchaser after the Closing Date the Business and the Purchased Assets (it being understood that nothing in this Section 5.1 shall in any way limit Seller’s or its Subsidiaries’ operation of the Retained Business). Without limiting the generality of the foregoing, subject to (a) applicable Law, except as expressly contemplated by this Agreement, (b) as set forth on Section 5.1 of the Disclosure Schedule, or (c) pursuant to the written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), from and after the Merger Effective Time until the earlier of the Closing or the termination of this Agreement in accordance with Section 7.1 hereof, Seller shall cause the Company and its Subsidiaries, not to take any of the following actions with respect to the Business or the Purchased Assets: (i) transfer, sell, lease, license or otherwise convey or dispose of, or suffer to exist any Lien (other Persons with than Permitted Liens) on, any material Transferred Business Intellectual Property Right or any other material Purchased Asset, other than (A) sales of Inventory in the ordinary course of business, (B) non-exclusive licenses in the ordinary course of business of less than $2,000,000 individually, (C) non-exclusive licenses of assets, properties and rights that are not Purchased Assets and (D) licenses to any Intellectual Property Rights required by any Standards Body of which the STB Company or any of its Subsidiaries is a member; provided that in no event shall the Company or any of its Subsidiaries grant exclusive licenses of any Intellectual Property Rights material to the operation or conduct of the Business or that conflict with the rights to be transferred or granted to Purchaser pursuant to this Agreement and the other Transaction Documents, in each case without Purchaser’s prior written consent; (ii) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any businesses, divisions of businesses or material portion of assets thereof; (iii) 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 prior to the signing of this Agreement, (A) adopt, grant, enter into, amend, modify or terminate any retention, change in control, severance, termination or similar compensation with any Business Employee, (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, wage rates, bonus or other compensation or benefits of any Business Employee, in each case other than those Business Employees who are not set forth on the list delivered by Purchaser to Seller in accordance with Section 5.7(a); (iv) enter into any Contract outside of the ordinary course of business that would be a Company Material Contract if entered into on or prior to the date hereof, or terminate (other than by expiration), relinquish, or amend or modify in any material business relations. For respect any material term (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) of any Company Material Contract; (v) (A) modify, extend, or enter into any Collective Bargaining Agreement, or (B) recognize or certify any labor union, labor organization, works council, or group of employees of the Company or its Subsidiaries as the bargaining representative for any Business Employees; (vi) fail to maintain, or allow to lapse, or abandon, including by failure to pay the required fees in any jurisdiction, any Transferred Business Registered IP; (vii) to the extent that it would be reasonably likely to adversely affect the Purchased Assets or the Business in 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; (viii) 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); (ix) change the general level of pricing of services and products of the Business, other than in the ordinary course of business; (x) 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; (xi) terminate, suspend or modify in any material respect, any Governmental Authorizations necessary for the ownership and operation of the Business, except (A) as required by applicable Law or a Governmental Authority or (B) in the ordinary course of business; (xii) fail to maintain inventory levels (including, for the avoidance of doubt, channel inventory levels), other than in the ordinary course of business; (xiii) change amounts allocated to and spent on research and development, other than in the ordinary course of business; or (xiv) agree, resolve or commit to do any of the foregoing. From and after the Merger Effective Time until the earlier of the Closing or the termination of this Agreement in accordance with Section 7.1 hereof, Seller shall cause the Company, its Subsidiaries and Ultimate Parent not to (x) 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 Ultimate Parent, the Company shalland its Subsidiaries to any Identified Business Employee or (y) except as required by the terms of the Merger Agreement, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by a Company Stock Plan or any Subsidiary prior to and the underlying award agreement in effect as of the Closing Datedate hereof, without extensions take any action to amend or waive any vesting criteria or accelerate the vesting, exercisability or settlement of time any stock options, restricted stock units or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing other equity or equity-based compensation awards held by any Identified Business Employee as of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between the date of this Agreement and the Closing Date, the Company shall, except as set forth on Schedule 5.2: (a) if requested in writing by Purchaser, to the extent permitted by applicable Law, report to Purchaser regarding the STB Business and the status of the STB Business and the Company’s and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this Agreement; (b) report to Purchaser on a weekly basis the names of any STB Employees who give notice of termination of employment or who threaten to terminate employment; (c) maintain the Purchased Assets in a state of repair and condition that is consistent with the Ordinary Course of Business; (d) pay or otherwise satisfy in the Ordinary Course of Business all of its material Liabilities of the STB Business to the extent permitted under bankruptcy Law; (e) promptly take all Required Actions and any other office actions with respect to any Registered IP and provide drafts of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions); (f) keep in full force and effect, without amendment or other modification, all material rights relating to the STB Business; (g) comply in all material respects with all Laws and Orders relating to the STB Business; (h) continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 of the Disclosure Schedule or substantially equivalent policies; (i) maintain all books and records relating to the STB Business in the Ordinary Course of Business and in accordance with GAAP; and (j) cooperate with and assist Purchaser in identifying all Permits required by Purchaser to operate the STB Business after the Closing Date.

Operation of the Business. Between (a) Except as (1) required by Law, (2) set forth in Section 6.1(a) of the Seller Disclosure Schedules, (3) expressly required by this Agreement or the Related Agreements, (4) required by any Material Contract, or (5) otherwise consented to by Buyer in advance in writing, such consent not to be unreasonably withheld, conditioned or delayed, during the Interim Period, Seller shall cause the Acquired Entities to: (i) operate and maintain the properties and assets of the Acquired Entities in the ordinary course of business consistent with past practices in all material respects; (ii) use Commercially Reasonable Efforts to preserve their existing relationships with agents, lessors, suppliers and customers, subject to the effects of the announcement of the Contemplated Transactions and Buyer’s stated plans for the Business; (iii) promptly notify Buyer after Seller learns of any material Claim asserted or material Proceeding initiated against Seller with respect to the Acquired Interests or against any of the Acquired Entities; (iv) maintain insurance in effect consistent with that existing on the Execution Date; and (v) incur the capital expenditures identified in Section 6.1(a)(v) of the Seller Disclosure Schedules generally in accordance with the amounts, scope and schedules estimated therein. (b) Without limiting the generality of the foregoing, except as (1) required by Law, (2) set forth in Section 6.1(b) of the Seller Disclosure Schedules, (3) expressly required by this Agreement or the Related Agreements, (4) required by any Material Contract, or (5) otherwise consented to by Buyer in advance in writing, such consent not to be unreasonably withheld, conditioned or delayed, during the Interim Period, Seller shall cause the Acquired Entities not to: (i) incur any new Indebtedness or enter into any new guarantees with respect to any such Indebtedness except (A) Indebtedness that will be paid in full at or prior to the Closing, (B) Indebtedness between the Acquired Entities, (C) guarantees by any of the Acquired Entities of Indebtedness of any of the other Acquired Entities and (D) Indebtedness under the Revolver; (ii) (A) grant or approve any increase in compensation or benefits payable to any employee, except for increases in compensation or benefits that are granted or approved in the ordinary course of business and consistent with past practices for employees that are at the District Manager level or below, (B) enter into any employment, change of control, severance or retention agreement with any employee or (C) establish, adopt, enter into, terminate or amend any Benefit Plan or any plan, agreement, policy, trust, fund or other arrangement that would be a Benefit Plan if it were in existence as of the date of this Agreement and the Closing DateAgreement, unless except such establishment, adoption, entry or amendment to such Benefit Plans that are required by order Law or renewals of the Bankruptcy Court or the Cayman Court, or Purchaser shall otherwise agree in writing, the Company shall cause the STB Business to be conducted only Benefit Plans in the Ordinary Course ordinary course of Business, and shall use its commercially reasonable efforts to preserve substantially intact the organization of the STB Business, substantially keep available the services of the STB Employees and STB Service Providers and substantially preserve the current relationships of the STB Business with customers, suppliers and other Persons with which the STB Business has material business relations. For the avoidance of doubt, the Company shall, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary prior to and as of the Closing Date, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between the date of this Agreement and the Closing Date, the Company shall, except as set forth on Schedule 5.2: (a) if requested in writing by Purchaser, to the extent permitted by applicable Law, report to Purchaser regarding the STB Business and the status of the STB Business and the Company’s and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this Agreementbusiness; (biii) report enter into, materially amend or modify, or voluntarily terminate, prior to Purchaser on a weekly basis the names expiration thereof, any Material Contract or otherwise waive, release or assign any material rights, Claims or benefits of any STB Employees who give notice Acquired Entity under any Material Contract, except in the ordinary course of termination business consistent with past practices in all material respects; (iv) adopt any new or modified method of employment accounting (except as required in accordance with GAAP, Law or who threaten regulatory guidelines) with respect to terminate employmentthe properties or assets or liabilities of the Acquired Entities; (v) sell, transfer, convey, assign, dispose of, exchange, encumber or lease (A) any of the Real Properties, or (B) except in the ordinary course of business consistent with past practices in all material respects, personal property or other assets of the Acquired Entities having an aggregate value in excess of $200,000; (vi) open or voluntarily close any store or service station, other than those locations for which Real Property Leases are scheduled to expire during the Interim Period and which (i) contain no options for renewal or extension and (ii) expire notwithstanding Seller’s use of Commercially Reasonable Efforts to obtain such extension as the Buyer may have requested after Seller’s prior consultation with Buyer; (vii) incur any capital expenditures other than (A) capital expenditures set forth in the 2016 Budget and 2016 Capital Spending Forecast and (B) capital expenditures in the ordinary course of business consistent with past practices in all material respects; (viii) other than the acquisition of goods and inventory in the ordinary course of business consistent with past practices in all material respects, acquire or agree to acquire any assets or properties or make any operating lease commitments involving payments in excess of $500,000 in the aggregate during each three-month period following the Execution Date and prior to the Closing; (ix) amend any of the Governing Documents of the Acquired Entities; (x) issue any capital stock, Share Equivalents or other equity interests of any of the Acquired Entities or make any capital calls under or pursuant to any limited liability company agreements; (xi) redeem, retire, purchase or otherwise acquire any capital stock, Share Equivalents or other equity interests of any of the Acquired Entities, or declare, set aside or pay any dividend or other distribution in respect of such shares or interests; (xii) convert, merge or consolidate any of the Acquired Entities with or into any other entity; (xiii) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization related to any of the Acquired Entities; (xiv) settle any Proceeding in an amount greater than $250,000 individually or $1,000,000 in the aggregate; (xv) enter into any Contract or other transaction with the Seller or any Affiliate of the Seller (other than the Acquired Entities) or any of their respective directors, officers or employees; (xvi) accelerate the collection of accounts receivable or other assets or delay the payment of accounts payable or other Obligations, in each case outside the ordinary course of business consistent with past practices in all material respects; or (xvii) commit to do any of the actions prohibited in Section 6.1(b). (c) maintain the Purchased Assets (c) Notwithstanding any provision contained in this Agreement, any action prohibited by Section 6.1 which is expressly consented to in writing by Buyer shall not constitute a state breach of repair and condition that is consistent with the Ordinary Course such covenant or any representation or warranty of Business; (d) pay or otherwise satisfy in the Ordinary Course of Business all of its material Liabilities of the STB Business to the extent permitted under bankruptcy Law; (e) promptly take all Required Actions and any other office actions with respect to any Registered IP and provide drafts of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions); (f) keep in full force and effect, without amendment or other modification, all material rights relating to the STB Business; (g) comply in all material respects with all Laws and Orders relating to the STB Business; (h) continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 of the Disclosure Schedule or substantially equivalent policies; (i) maintain all books and records relating to the STB Business in the Ordinary Course of Business and in accordance with GAAP; and (j) cooperate with and assist Purchaser in identifying all Permits required by Purchaser to operate the STB Business after the Closing DateSeller.

Operation of the Business. Between the date of this Agreement and the Closing Date, unless required by order of the Bankruptcy Court or the Cayman Court, or Purchaser shall otherwise agree in writing, the Company shall (and shall cause each of its Subsidiaries to) conduct the STB Purchased Business to be conducted only in the Ordinary Course of Business, and shall use its commercially reasonable efforts to preserve substantially intact the organization of the STB Purchased Business, substantially keep available the services of the STB Purchased Business Employees and STB the Purchased Business Service Providers and substantially preserve the current relationships of the STB Purchased Business with customers, suppliers suppliers, Tenants and other Persons with which the STB Purchased Business has material business relations. For the avoidance of doubt, the Company shall, and shall cause each of its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary of the Purchased Business Subsidiaries prior to and as of the Closing Date, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between the date of this Agreement and the Closing Date, the Company shall, except as set forth on Schedule 5.2in Section 5.2 of the Company Disclosure Schedule: (a) if requested in writing by Purchaser, to the extent permitted by applicable Law, report to Purchaser regarding the STB Purchased Business Subsidiaries and the Purchased Business (including the status of the STB Business and the Company’s and each Subsidiary’s operations and financesthereof); provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this Agreement; (b) report to Purchaser on a weekly basis maintain each of the names of any STB Employees who give notice of termination of employment or who threaten to terminate employment; (c) maintain the Purchased Assets Acquired Real Properties in a state of repair and condition that is consistent with the Ordinary Course of Business; (c) operate and manage each of the Acquired Real Properties in the same manner as currently operated; (d) pay maintain each of the Acquired Real Properties in accordance with all applicable Laws affecting such Acquired Real Property or otherwise satisfy require Tenants to do so if required by the Leases, in the Ordinary Course of Business all of its material Liabilities of the STB Business to the extent permitted under bankruptcy Lawsame manner as currently maintained; (e) promptly take maintain all Required Actions present services relating to each of the Acquired Real Properties (such as landscaping, HVAC maintenance, elevator maintenance and any other office actions with respect to any Registered IP and provide drafts of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actionssimilar services), on a substantially similar basis as currently maintained; (f) keep in full force and effect, without amendment or other modification, all material rights relating to the STB Purchased Business; (g) comply in all material respects with all Laws Laws, Permits and Orders relating to the STB Purchased Business; (h) continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 3.12 of the Company Disclosure Schedule or substantially equivalent policies; (i) perform when due, and otherwise comply with, all of the material obligations and duties of the Purchased Business Subsidiaries under the Leases; and (j) maintain all books and records relating to the STB Purchased Business in the Ordinary Course of Business and in accordance with GAAP; and (j) cooperate with and assist Purchaser in identifying all Permits required by Purchaser to operate the STB Business after the Closing DateBusiness.

Operation of the Business. (a) Commencing with the date hereof, Seller hereby irrevocably appoints Buyer as its exclusive agent to operate the Business on behalf of Seller, including, without limitation, the exclusive right to develop, market, license and support the Programs and to service, on a subcontract basis, the IBM Agreement and all of the Assumed Contracts (as hereinafter defined). Between the date hereof and the Closing (and thereafter if the Closing shall occur), Seller shall not incur any obligations, grant any licenses, contract on behalf of or otherwise take part in any of the operations of the Business without the prior written consent of Buyer. In connection therewith, Buyer agrees to perform, in accordance with the terms thereof, the unperformed and unfulfilled obligations of Seller to perform maintenance and support services from and after the date hereof under the IBM Agreement and the Assumed Contracts, and to assume those contractual liabilities of Seller specifically listed on Schedule 3.2 hereto (the "Assumed Liabilities"). Except for the Assumed Liabilities (and from and after the Closing Date, those liabilities specifically listed on the Liabilities Undertaking), Buyer shall not assume or be responsible for any debts, commitments, obligations or liabilities of Seller of any nature whatsoever. Buyer also agrees that (i) it will not amend the IBM Agreement or any of the Assumed Contracts until such time as such contract shall have been assigned to Buyer, or incur any contractual obligation on behalf of Seller without Seller's prior written consent if Seller would be required to assume, perform or satisfy such obligation in the event that the Closing does not occur, and (ii) it shall commence a reasonable sales effort with respect to the licensing of the COPERNICUS Programs and shall otherwise conduct the Business in a commercially reasonable manner. Without in any way limiting Buyer's rights under the License Agreement, the foregoing authorization shall terminate in the event that the Closing shall not occur within one hundred eighty (180) days from the date hereof. (a) Subject to the royalty payable under the License Agreement, from and after the date hereof, as its fee for performing Seller's obligations under the IBM Agreement and the Assumed Contracts and assuming the Assumed Liabilities, Buyer shall be entitled to receive and retain any and all amounts paid and payable from and after the date hereof to Seller in respect of the IBM Agreement and the Assumed Contracts, including, without limitation, those payments in respect of accounts receivable and work-in-process in existence on or prior to the date hereof. In the event that any such amounts are received by Seller and not promptly paid over to Buyer, Buyer shall be entitled to deduct all such unpaid amounts from the Closing Payment. (b) Notwithstanding the foregoing, in the event that Shareholder Authorization (as hereinafter defined) shall not be obtained and the Closing shall not occur, following the termination of this Agreement, Buyer shall return to Seller the Loaned Assets (in as-is condition and subject to depletion due to use) and Seller shall once again be entitled to operate the Business, subject only to the License Agreement, with respect to all industries other than the Licensed Industries. It is hereby understood and agreed that the License Agreement (and the provisions of this Agreement incorporated into the License Agreement by reference) shall survive any such termination of this Agreement and the Closing Date, unless required by order Buyer shall be entitled to retain all of the Bankruptcy Court or the Cayman Court, or Purchaser shall otherwise agree in writing, the Company shall cause the STB Business to be conducted only in the Ordinary Course of Business, and shall use its commercially reasonable efforts to preserve substantially intact the organization of the STB Business, substantially keep available the services of the STB Employees and STB Service Providers and substantially preserve the current relationships of the STB Business with customers, suppliers and other Persons with which the STB Business has material business relations. For the avoidance of doubt, the Company shall, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary prior to and as of the Closing Date, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between the date of this Agreement and the Closing Date, the Company shall, except as set forth on Schedule 5.2: (a) if requested in writing by Purchaser, rights granted pursuant to the extent permitted by applicable Law, report to Purchaser regarding the STB Business and the status of the STB Business and the Company’s and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this License Agreement; (b) report to Purchaser on a weekly basis the names of any STB Employees who give notice of termination of employment or who threaten to terminate employment; (c) maintain the Purchased Assets in a state of repair and condition that is consistent with the Ordinary Course of Business; (d) pay or otherwise satisfy in the Ordinary Course of Business all of its material Liabilities of the STB Business to the extent permitted under bankruptcy Law; (e) promptly take all Required Actions and any other office actions with respect to any Registered IP and provide drafts of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions); (f) keep in full force and effect, without amendment or other modification, all material rights relating to the STB Business; (g) comply in all material respects with all Laws and Orders relating to the STB Business; (h) continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 of the Disclosure Schedule or substantially equivalent policies; (i) maintain all books and records relating to the STB Business in the Ordinary Course of Business and in accordance with GAAP; and (j) cooperate with and assist Purchaser in identifying all Permits required by Purchaser to operate the STB Business after the Closing Date.

Operation of the Business. Between the date of this Agreement and the Closing Date, unless required by order of the Bankruptcy Court or the Cayman Court, or Purchaser shall otherwise agree in writingClosing, the Seller will, and will cause each Acquired Company shall cause to: (i) conduct the STB Business to be conducted (excluding EMA) only in the Ordinary Course of Businessordinary course consistent with past practice, and shall use its commercially reasonable efforts to maintain the Assets and the Transferred Seller Assets in their current condition subject to additions, deletions and normal wear and tear in the ordinary course; (ii) use its commercially reasonable efforts to preserve substantially intact the current business organization of each Acquired Company and of the STB Seller to the extent related to the Business, substantially to keep available the services of the STB Employees current officers and STB Service Providers and substantially preserve the current relationships agents of the STB Business with customers, suppliers and other Persons with which the STB Business has material business relations. For the avoidance of doubteach Acquired Company, the Company shallEmployees and the Seller Employees, and shall cause its applicable Subsidiaries toto maintain the relations and good will with suppliers, pay all registrationcustomers, maintenancelandlords, renewalcreditors, franchisees, Company Employees, Seller Employees, agents, and annuity fees and Taxes due by others having material business relationships with any Acquired Company or any Subsidiary prior to and as of with the Closing Date, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between the date of this Agreement and the Closing Date, the Company shall, except as set forth on Schedule 5.2: (a) if requested in writing by Purchaser, Seller to the extent permitted by applicable Law, report to Purchaser regarding the STB Business and the status of the STB Business and the Company’s and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available related to the Company and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this Agreement; (b) report to Purchaser on a weekly basis the names of any STB Employees who give notice of termination of employment or who threaten to terminate employment; (c) maintain the Purchased Assets in a state of repair and condition that is consistent with the Ordinary Course of Business; (diii) pay or otherwise satisfy in confer with the Ordinary Course of Business all of its material Liabilities Purchaser concerning operational matters of the STB Business which are of a material nature, it being understood that notwithstanding anything to the extent permitted under bankruptcy Law; (e) promptly take all Required Actions contrary herein until the Closing the Seller and any other office actions with respect the Acquired Companies shall have sole authority to any Registered IP and provide drafts of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions); (f) keep in full force and effect, without amendment or other modification, all material rights relating to operate the STB Business; (g) comply in all material respects with all Laws and Orders relating to the STB Business; (h) continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 of the Disclosure Schedule or substantially equivalent policies; (i) maintain all books and records relating to the STB Business in the Ordinary Course of Business and in accordance with GAAP; and (jiv) cooperate with keep, or cause to be kept, proper books of record and assist account such that such books and accounts shall be true and complete as of the date on which the quarterly reports of the Seller and the Acquired Companies are prepared or can be prepared in the ordinary course, and supply to the Purchaser in identifying all Permits required by Purchaser monthly and quarterly unaudited balance sheets and statements of income of the Acquired Companies as a consolidated group, and monthly updates to operate the STB Business March Balance Sheet and the June Financials, as soon as practicable after the Closing Dateend of each month, prepared in accordance with past practice (it being understood that the monthly balance sheets and updates are internally prepared management reports which are not necessarily prepared in accordance with GAAP and are not subject to the same procedures and review as quarterly balance sheets, updates and financial statements).

Operation of the Business. Of The Company Prior To Closing Between the date of this Agreement and the Closing DateClosing, unless required by order Seller and Company will, and will cause the Company to conduct the business of the Bankruptcy Court Company in a manner that preserves any and all material rights and interests under each of the Material Contracts and Vendor Agreements. The Seller shall so far as practical consult the Buyer on any material operational matter relating to any of the Material Contracts or Vendor Agreements and no action or step shall be taken or be omitted to be taken without the Cayman CourtBuyer’s prior written agreement (not to be unreasonably withheld) which would adversely affect any rights and interests under any of the Material Contracts or Vendor Agreements or cause the Company to assume any greater obligations or liabilities than exist as at the date hereof. The Buyer undertakes to respond to any request for its agreement within seven (7) business days, or Purchaser failing which it shall otherwise agree in writingbe deemed to have consented. Without prejudice to the foregoing, the Seller shall ensure that the Company shall not approve or issue any variation or instruction which might constitute a variation to the specifications for the Rigs or otherwise entitle the Builder to an adjustment in the contract prices and/or schedule for delivery of the Rigs under any of the Construction Contracts without the Buyer’s prior written consent (not to be unreasonably withheld). The Seller agrees that it shall fund and/or cause the STB Business Company to be conducted only pay in a timely fashion in accordance with the terms of each of the Construction Contracts any further instalments that fall due to the Builder thereunder in the Ordinary Course of Business, and shall use its commercially reasonable efforts to preserve substantially intact the organization of the STB Business, substantially keep available the services of the STB Employees and STB Service Providers and substantially preserve the current relationships of the STB Business with customers, suppliers and other Persons with which the STB Business has material business relations. For the avoidance of doubt, the Company shall, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary prior to and as of the Closing Date, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, period between the date of this Agreement and the Closing Date, Date or Cancellation Date (as the Company shall, except as set forth on Schedule 5.2: (a) if requested in writing by Purchaser, to the extent permitted by applicable Law, report to Purchaser regarding the STB Business and the status of the STB Business and the Company’s and each Subsidiary’s operations and financescase may be); provided, thathowever, that the Cash Payment referred to in Section 2.2(a) hereof shall be adjusted pursuant to Section 2.2(d) hereof. For the avoidance of doubt, any instalments paid to the Builder prior to the date of this Agreement (which the Parties acknowledge amount in aggregate to USD [TBA]) shall not be reimbursed. Subject to satisfaction of the relevant conditions for Closing, the Buyer shall reimburse direct or cause the Company shall only be required to report information that is currently available reimburse to the Company and that is prepared in a format that is currently used Seller upon the Closing Date the reasonable costs of the supervision of construction of the Rigs incurred by the Company to report such information or a format required pursuant to this Agreement; (b) report to Purchaser on a weekly basis the names of any STB Employees who give notice of termination of employment or who threaten to terminate employment; (c) maintain the Purchased Assets in a state of repair and condition that is consistent with the Ordinary Course of Business; (d) pay or otherwise satisfy Seller in the Ordinary Course period between the date of Business all of its material Liabilities this Agreement and Closing Date. Furthermore, the Seller shall ensure that neither the Company nor any Affiliate shall negotiate or enter into any agreement or understanding with any third party for the sale or disposal of the STB Business Shares or the Rigs or its rights and interests under the Construction Contracts or Vendor Agreements, or enter into any agreement or understanding which is contrary to the extent permitted under bankruptcy Law; (e) promptly take all Required Actions and any other office actions with respect to any Registered IP and provide drafts of any proposed office actions to Purchaser Buyer’s interests in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions); (f) keep in full force and effect, without amendment or other modification, all material rights relating relation to the STB Business; (g) comply in all material respects with all Laws and Orders relating to transactions contemplated under this Agreement or the STB Business; (h) continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 of the Disclosure Schedule or substantially equivalent policies; (i) maintain all books and records relating to the STB Business Buyer’s interest in the Ordinary Course of Business and Drillship Option, in accordance with GAAP; and (j) cooperate with and assist Purchaser in identifying all Permits required by Purchaser to operate the STB Business after period from the Closing date hereof until the Cancellation Date.

Operation of the Business. Between From the date of this Agreement and hereof to the Closing DateClosing, unless required by order of Seller will conduct the Bankruptcy Court or the Cayman Court, or Purchaser shall otherwise agree in writing, the Company shall cause the STB Business to be conducted only in the Ordinary Course of Business, subject to Seller and the Members taking such steps as they deem reasonably necessary to implement the Contemplated Transactions. Seller shall use its commercially reasonable efforts to preserve substantially intact the organization take no action out of the STB Business, substantially keep available Ordinary Course of Business without the services prior consent of the STB Employees Buyer. By way of example and STB Service Providers and substantially preserve not of limitation, the current relationships Seller shall not take, or suffer, any of the STB Business with customersactions contemplated by Section 3.7 of this Agreement, suppliers and other Persons with which without the STB Business has material business relations. For the avoidance of doubt, the Company shall, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary prior to and as written consent of the Closing DateBuyer, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actionswhich consent shall not unreasonably be withheld. In furtherance of the foregoing and in no way limiting the foregoingAdditionally, between the date of this Agreement and the Closing DateClosing, the Company shall, except as set forth on Schedule 5.2: Seller and Members shall promptly notify Buyer in writing if any of them becomes aware of : (a) if requested in writing any fact or condition that causes or constitutes a Breach of any of Seller’s representations and warranties made as of the date of this Agreement, or (b) the occurrence after the date of this Agreement of any fact or condition that would or would be reasonably likely to (except as expressly contemplated by Purchaserthis Agreement) cause or constitute a Breach of any such representation or warranty had that representation or warranty been made as of the time of the occurrence of, or discovery of, such fact or condition. Additionally, Seller will: (i) use its Best Efforts to preserve intact its current business organization, keep available the extent permitted by applicable Lawservices of its officers, employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (ii) confer with Buyer prior to implementing operational decisions of a material nature; (iii) otherwise report periodically to Purchaser regarding the STB Business and Buyer concerning the status of the STB Business and the Company’s and each Subsidiary’s its business, operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company (iv) make no material changes in management personnel without prior consultation with Buyer; and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this Agreement; (b) report to Purchaser on a weekly basis the names of any STB Employees who give notice of termination of employment or who threaten to terminate employment; (cv) maintain the Purchased Assets all books and Records of Seller relating to Seller’s business in a state of repair and condition that is consistent with the Ordinary Course of Business; (d) pay or otherwise satisfy in the Ordinary Course of Business all of its material Liabilities of the STB Business to the extent permitted under bankruptcy Law; (e) promptly take all Required Actions and any other office actions with respect to any Registered IP and provide drafts of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions); (f) keep in full force and effect, without amendment or other modification, all material rights relating to the STB Business; (g) comply in all material respects with all Laws and Orders relating to the STB Business; (h) continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 of the Disclosure Schedule or substantially equivalent policies; (i) maintain all books and records relating to the STB Business in the Ordinary Course of Business and in accordance with GAAP; and (j) cooperate with and assist Purchaser in identifying all Permits required by Purchaser to operate the STB Business after the Closing Date.

Operation of the Business. Between (i) From the date Closing until the final determination of this Agreement the Earnout Statement and payment of the Earnout Amount (if any), neither Parent nor any of its Affiliates shall take any action (or fail to take any action) with the intention of frustrating or preventing the achievement of the 2026 EBITDA Target or reducing or avoiding payment of the Earnout Amount. The 2026 EBITDA and the Closing DateEarnout Amount shall be calculated in accordance with this Agreement, unless required by order including the Accounting Principles, the Earnout Principles and the Sample EBITDA Calculation, and such calculation, using the same accounting principles, practices, procedures, policies and methods, with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies that were employed in the preparation of the Bankruptcy Court or Sample EBITDA Calculation. (ii) From and after the Cayman CourtClosing until the first to occur of (x) December 31, or Purchaser shall otherwise agree in writing2026 and (y) the occurrence of an Earnout Acceleration Event (the “Earnout Period”), the Company shall cause the STB Business to be conducted only in the Ordinary Course of Business, and shall use its commercially reasonable efforts to preserve substantially intact the organization of the STB Business, substantially keep available the services of the STB Employees and STB Service Providers and substantially preserve the current relationships of the STB Business with customers, suppliers and other Persons with which the STB Business has material business relations. For the avoidance of doubt, the Company Parent shall, and shall cause its Affiliates to: (A) maintain the members of the Company Group as separate legal entities and maintain books and records of the Company Group in a manner reasonably calculated to facilitate the calculation of the 2026 EBITDA in accordance with this Agreement, including the Accounting Principles, the Earnout Principles and the Sample EBITDA Calculation; (B) maintain the Company’s name, logo(s), trademark(s), color schemes, brand, branding and positioning, unless modified or changed in consultation with the Key Employees; (C) take the actions set forth on Exhibit I (the “Synergy Support Plan”); (D) provide the members of the Company Group’s management with general authority for the operation of the Company and primary responsibility for the day to day operations of the Company Group, subject to the general supervision and directives of Parent’s Chief Executive Officer; provided that the Company Group’s management and general authority are subject in all respects to compliance with any applicable Subsidiaries toLaws and with the policies of Parent and its Affiliates; (E) consult with the Key Employees, pay all registration, maintenance, renewal, and annuity fees and Taxes due for so long as the Key Employees are employed by Company Parent or any Subsidiary member of the Company Group, prior to and implementing or imposing any material change to the pricing for products sold by the Company Group as contemplated by the Synergy Support Plan or materially changing the business or services offered or proposed to be offered by the Company Group, including by discontinuing or terminating any product offering or cancelling the launch of any product offering of the Closing Date, without extensions of Company Group in any market and (F) consult with the Key Employees (or the Representative if both Key Employees are at such time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between the date of this Agreement and the Closing Datelonger employed by Parent, the Company shall, except as set forth on Schedule 5.2:Group or any of their respective Affiliates) prior to terminating the employment of any member of senior management of the Company Group other than for an Employee Cause Event. (aiii) During the Earnout Period, without the prior written consent of the Key Employees (or the Representative if requested in writing both Key Employees are at such time no longer employed by PurchaserParent, the Company Group or any of their respective Affiliates), not to be unreasonably withheld, conditioned or delayed, Parent shall not, and shall cause its Affiliates not to: (A) sell, lease, transfer, exclusively license, or otherwise dispose of any material assets of the Company Group; (B) except to the extent permitted by applicable Lawrequired under GAAP, report to Purchaser regarding delay, encumber or impair the STB Business and the status payment of the STB Business and the Company’s and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available any revenue to the Company Group, including the timing of payment or recognition of any revenue that would constitute 2026 EBTIDA; (C) cause any Company Group Member to enter into, waive or amend any Contract or arrangement by and that is prepared between such Company Group Member, on the one hand, and Parent and any of its Subsidiaries (other than the Company Group), on the other hand, in a format that is currently used by manner adverse to the Company to report such information Group in any material respect; (D) impose any cost, expense or a format required pursuant to this Agreement; (b) report to Purchaser liability on a weekly basis the names of any STB Employees who give notice of termination of employment or who threaten to terminate employment; (c) maintain the Purchased Assets in a state of repair and condition that is consistent with the Ordinary Course of Business; (d) pay or otherwise satisfy in the Ordinary Course of Business all of its material Liabilities of the STB Business to the extent permitted under bankruptcy Law; (e) promptly take all Required Actions and any other office actions Company Group with respect to any Registered IP and provide drafts of any proposed office actions to Purchaser services, assets or functions in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions); (f) keep in full force and effect, without amendment or other modification, all material rights relating to the STB Business; (g) comply in all material respects with all Laws and Orders relating to the STB Business; (h) continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 excess of the Disclosure Schedule actual costs to Parent of obtaining such services, assets or substantially equivalent policies; functions; or (iE) maintain all books cause the Key Employees and records relating the employees of the Company Group to spend less than a substantial majority of their time on the STB day-to-day operations of the Business in on behalf of the Ordinary Course of Business and in accordance with GAAP; and (j) cooperate with and assist Purchaser in identifying all Permits required by Purchaser to operate the STB Business after the Closing DateCompany Group.

Operation of the Business. Between (a) Until the date Closing, except: (i) as required by Law, including in connection with the Chapter 11 Cases (it being understood that no provision of this ‎Section 5.2 will require the Sellers to make any payment to any of their creditors with respect to any amount owed to such creditors as of the Petition Date or which would otherwise violate the Bankruptcy Code); (ii) as expressly set forth in this Agreement or Section 5.2 of the Sellers Disclosure Schedule; or (iii) as otherwise consented to by the Purchaser (which consent will not be unreasonably withheld, conditioned or delayed), the Sellers will operate, and will conduct the Closing DateBusiness in the ordinary course of business in all material respects and use their Commercially Reasonable Efforts to (1) preserve intact the Business’s relationships with their suppliers, unless customers and others doing business with it, subject to the limitation that any payments necessary for the forgoing shall be provided for and within the amounts in the Approved Budget approved from time to time; (2) continue to maintain all advertising material, all documentation that would constitute acquired Regulatory Documentation and all books and records on a basis consistent with past practice; and (3) continue to make all necessary or appropriate filings and payments with and to Governmental Authorities in connection with the Business in a timely manner, and maintain in effect all existing Regulatory Approvals and Governmental Authorizations required for the ongoing operation of the Business as presently conducted. (b) Until the Closing, except: (i) as required by order Law, including in connection with the Chapter 11 Cases (it being understood that no provision of this Section 5.2 will require the Sellers to make any payment to any of their creditors with respect to any amount owed to such creditors as of the Petition Date or which would otherwise violate the Bankruptcy Code); (ii) as expressly set forth in this Agreement or Schedule 5.2 of the Sellers Disclosure Schedule; (iii) as otherwise consented to by the Purchaser (which consent will not be unreasonably withheld, conditioned or delayed); or (iv) pursuant to any orders approving debtor in possession financing and/or use of cash collateral, or any XXXX/KERP orders or other orders affecting employees, entered by the Bankruptcy Court or in the Cayman Court, or Purchaser shall otherwise agree in writingChapter 11 Cases, the Company shall cause the STB Business to be conducted only in the Ordinary Course of Business, and shall use its commercially reasonable efforts to preserve substantially intact the organization of the STB Business, substantially keep available the services of the STB Employees and STB Service Providers and substantially preserve the current relationships of the STB Business with customers, suppliers and other Persons with which the STB Business has material business relations. For the avoidance of doubt, the Company shall, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary prior to and as of the Closing Date, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between the date of this Agreement and the Closing Date, the Company shall, except as set forth on Schedule 5.2Sellers will not: (ai) if requested in writing by Purchaseramend or terminate any Purchased Contract or any other material Contract; (ii) amend the certificates of incorporation, by-laws or other governing documents of the Sellers; (iii) waive or release any material right or claim with respect to the extent permitted Purchased Assets; (iv) sell, lease, transfer, license or otherwise dispose of, or permit any Lien on any portion of, the Purchased Assets, other than in respect of inventory in the ordinary course of business; (v) incur or suffer to exist any indebtedness for borrowed money except any such indebtedness that is an Excluded Liability; (vi) acquire, by merger or consolidation with, or by purchase of all or a substantial portion of the assets or stock of, or by any other manner, any business or entity, make any investment in any Person or enter into any joint venture, partnership or other similar arrangement for the conduct of the Business; (vii) except as required by applicable LawLaw or an Employee Plan: (A) grant any severance, report retention or termination pay to, or enter into or amend any severance, retention, termination, employment, consulting, bonus, change in control or severance agreement with, any employee; (B) increase the compensation or benefits provided to Purchaser regarding any employee; (C) grant any incentive awards to, or discretionarily accelerate the STB Business and vesting or payment of any such awards held by, any employee; (D) establish, adopt, enter into or amend any Employee Plan or Collective Bargaining Agreement; or (E) terminate the status employment of any employee other than for cause; (viii) transfer or dispose of, abandon, lapse, allow to lapse, sell, assign, subject to any Lien, grant any right or license to, any Acquired Intellectual Property, or disclose (except as necessary in the conduct of the STB Business and consistent with past practice) to any Person, other than the Company’s and each Subsidiary’s operations and finances; providedPurchaser or its representatives, thatany trade secret, the Company shall only be required to report information formula, process or know-how that is currently available not a matter of public knowledge prior to such disclosure; (ix) grant any refunds, credits, rebates or other allowances to any supplier, vendor, customer or distributor related to the Company and that is prepared Business except in a format that is currently used the ordinary course of business; (x) settle, or offer or propose to settle, any material claim or action arising out or relating to the Business or relating to the transactions contemplated by the Company to report such information or a format required pursuant to this Agreement; (bxi) report fail to Purchaser on a weekly basis the names of pay any STB Employees who give notice of termination of employment or who threaten material Taxes with respect to terminate employment; (c) maintain the Purchased Assets in a state of repair on or before the date when it becomes due and condition that is consistent with the Ordinary Course of Business;payable; or (dxii) pay or otherwise satisfy agree in the Ordinary Course of Business all of its material Liabilities writing to take any of the STB Business to the extent permitted under bankruptcy Law; (e) promptly take all Required Actions and any other office actions with respect to any Registered IP and provide drafts of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office foregoing actions); (f) keep in full force and effect, without amendment or other modification, all material rights relating to the STB Business; (g) comply in all material respects with all Laws and Orders relating to the STB Business; (h) continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 of the Disclosure Schedule or substantially equivalent policies; (i) maintain all books and records relating to the STB Business in the Ordinary Course of Business and in accordance with GAAP; and (j) cooperate with and assist Purchaser in identifying all Permits required by Purchaser to operate the STB Business after the Closing Date.

Operation of the Business. Between the date of this Agreement and the Closing DateClosing, unless required such Seller shall: (i) conduct the Business only in the ordinary course consistent with past practice, provided, however, that notwithstanding anything to the contrary in this Agreement, such Seller shall be free to transfer or distribute any Excluded Asset (other than the assets described in Section 2.2(a); 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 marked [***]. (ii) except as otherwise directed by order of the Bankruptcy Court or the Cayman Court, or Purchaser shall otherwise agree Buyer in writing, the Company shall cause the STB Business to be conducted only in the Ordinary Course of Businessand without making any commitment on Buyer’s behalf, and shall use its commercially reasonable best efforts to preserve substantially intact the organization of the STB Businessits current business organization, substantially keep available the services of the STB Employees its officers, employees and STB Service Providers agents and substantially preserve the current relationships of the STB Business maintain its relations and good will with suppliers, customers, suppliers landlords, creditors, employees, agents and other Persons others having business relationships with which the STB Business has material business relations. For the avoidance of doubt, the Company shall, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary it; (iii) confer with Buyer prior to and as implementing operational decisions of the Closing Date, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between the date of this Agreement and the Closing Date, the Company shall, except as set forth on Schedule 5.2:a material nature; (aiv) if requested in writing by Purchaser, otherwise report periodically to the extent permitted by applicable Law, report to Purchaser regarding the STB Business and Buyer concerning the status of the STB Business Business, including the operations thereof and the Company’s and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this Agreementfinances related thereto; (bv) report to Purchaser on a weekly basis make no material changes in management personnel without the names prior written consent of any STB Employees who give notice of termination of employment or who threaten to terminate employmentBuyer; (cvi) maintain the Purchased Acquired Assets in a state of repair and condition that complies with applicable Legal Requirements and is consistent with the Ordinary Course requirements and normal conduct of the Business; (dvii) pay or otherwise satisfy not remove any Acquired Assets from the Facilities in which they are presently situated, except in compliance with applicable Legal Requirements and in the Ordinary Course of Business all of its material Liabilities of the STB Business to the extent permitted under bankruptcy Lawordinary course consistent with past practice; (e) promptly take all Required Actions and any other office actions with respect to any Registered IP and provide drafts of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions); (fviii) keep in full force and effect, without amendment or other modificationamendment, all material rights relating to the STB Business; (gix) comply in all material respects with all Laws Legal Requirements and Orders relating contractual obligations applicable to the STB operations of the Business; (hx) continue in full force and effect the insurance coverage under the policies required to be disclosed set forth in Section 3.14 of the Disclosure Schedule or substantially equivalent policies3.21; (ixi) cooperate with Buyer and assist Buyer in identifying the Governmental Authorizations required by Buyer to operate the Business from and after the Closing Date and either transferring existing Governmental Authorizations of such Seller to Buyer, where permissible, or obtaining new Governmental Authorizations for Buyer, including cooperating with Buyer in transferring the Business’ Environmental Permits; (xii) upon request from time to time, execute and deliver all documents, make all truthful oaths, testify in any Proceedings and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the Contemplated Transactions, all without further consideration; (xiii) maintain all books and records Records of such Seller relating to the STB Business in the Ordinary Course of Business and in accordance ordinary course consistent with GAAPpast practice; and (jxiv) cooperate with and assist Purchaser not make any tax election or change in identifying all Permits required any accounting method used by Purchaser to operate the STB Business after the Closing Datesuch Seller.

Operation of the Business. Between From the date hereof until the earlier of the termination of this Agreement and pursuant to Section 8 or the Closing Date, unless required by order except (i) as set forth in Section 5(c) of the Bankruptcy Court or the Cayman CourtSeller Disclosure Letter, or Purchaser (ii) to the extent Buyer shall otherwise agree have consented in writing, the Company Seller shall, and shall cause the STB Business to be conducted only Acquired Companies to, conduct their businesses in the Ordinary Course of BusinessBusiness and preserve the current business operations, licenses and shall use its commercially reasonable efforts to preserve substantially intact the organization of the STB BusinessAcquired Companies and their respective suppliers, substantially keep available customers and others having business relationships with them. Without limiting the services generality of the STB Employees and STB Service Providers and substantially preserve foregoing, from the current relationships date hereof until the earlier of the STB Business with customerstermination of this Agreement pursuant to Section 8 or the Closing Date, suppliers and other Persons with which the STB Business has material business relations. For the avoidance of doubt, the Company Seller: (i) shall, and shall cause its applicable Subsidiaries each of the Acquired Companies to, pay use its reasonable best efforts to: (A) maintain, keep and preserve the Acquired Companies’ assets and properties in good condition and repair; (B) maintain all registration, maintenance, renewal, and annuity fees and Taxes due by Company insurance policies for which one or any Subsidiary prior to and more of the Acquired Companies is a beneficiary or named insured as of the Closing Datedate hereof; (C) preserve and maintain all of the Required Licenses; (D) preserve its business and organization, without extensions of time or late payment feesincluding paying its debts, Taxes and other obligations when due, maintaining its books and records in accordance with past practice, and have maintaining good standing in its state of incorporation and each other state in which it is qualified to do business; (E) perform, in all necessary documents prepared and filings timely made in connection therewithmaterial respects, all of its obligations under all Contracts relating to or affecting its assets or properties or the Business; (F) preserve for the maintenancebenefit of Buyer the goodwill of banks, prosecutionsuppliers, registration customers, reinsurers, landlords and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance others having business relations with any of the foregoing Acquired Companies; (G) comply in all material respects with all applicable Laws; and (H) cooperate with Buyer and use commercially reasonable efforts to assist Buyer in no way limiting obtaining the foregoing, between consent of any party where the date consent of this Agreement and such party may be required by reason of the Closing Date, the Transaction; and (ii) shall not permit any Acquired Company shall, except as set forth on Schedule 5.2to: (aA) if requested make (or incur any obligation to make) any capital expenditures in writing by Purchaser, to the extent permitted by applicable Law, report to Purchaser regarding the STB Business and the status excess of the STB Business and the Company’s and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this Agreement$100,000; (bB) report incur any Indebtedness or lend any money to Purchaser on a weekly basis the names of any STB Employees who give notice of termination of employment or who threaten to terminate employmentthird party; (cC) maintain change its respective governing documents; (D) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock or other equity interests or repurchase, redeem or otherwise reacquire any shares of capital stock, equity interests or other securities; (E) sell, issue, grant or authorize the Purchased Assets issuance or grant of (1) any capital stock or other security or (2) any instrument convertible into or exchangeable for any capital stock, equity interests or other security, or otherwise make any capital contribution; (F) form any Subsidiary or acquire any equity interest or other interest in any other entity; (G) except as may be required under any Acquired Company Benefit Plan, (1) grant to any Business Employee any material increase in compensation or (2) adopt, enter into or materially amend any Acquired Company Benefit Plan; (H) change any of its methods of accounting or accounting practices in any respect except as required by GAAP or SAP; (I) change any express or deemed election relating to material Taxes, settle any material claim or controversy relating to Taxes, agree to any material adjustment of any Tax attribute, surrender any right or claim to a state refund of repair and condition that is consistent material Taxes, consent to any extension or waiver of the statute of limitations period applicable to any material Taxes, Tax Return or claim for Taxes, amend any material Tax Return, enter into any closing agreement with respect to Taxes, fail to file any material Tax Return when due (taking into account extensions), or make any change to any of its policies, procedures, principles or methods of Tax or financial accounting other than as required by a change of GAAP; (J) commence or settle any legal proceeding, except the settlement of claims in the Ordinary Course of Business; (dK) pay willfully and intentionally take or otherwise satisfy omit to take any action that is designed or reasonably likely to result in the Ordinary Course of Business all any of its representations and warranties set forth in this Agreement or any certificate delivered in connection with the Closing being or becoming untrue in any material Liabilities of the STB Business respect at any time at or prior to the extent permitted under bankruptcy LawClosing; (eL) promptly take all Required Actions and enter into any other office actions with respect to any Registered IP and provide drafts of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions);Affiliate Transaction; or (fM) keep in full force and effectauthorize, without amendment agree, commit or other modification, all material rights relating enter into any Contract to the STB Business; (g) comply in all material respects with all Laws and Orders relating to the STB Business; (h) continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 take any of the Disclosure Schedule or substantially equivalent policies; actions described in clauses (iA) maintain all books and records relating to the STB Business in the Ordinary Course through (L) of Business and in accordance with GAAP; and (j) cooperate with and assist Purchaser in identifying all Permits required by Purchaser to operate the STB Business after the Closing Datethis Section 5(c)(ii).

Operation of the Business. Between Until the date of applicable Closing, except as otherwise set forth in this Agreement and (including with respect to the Closing DateRestructuring) or the Seller Disclosure Schedule, unless required by order in furtherance of the Bankruptcy Court Contemplated Transactions or the Cayman Courtas otherwise consented to by Purchaser (which consent will not be unreasonably withheld, conditioned or Purchaser shall otherwise agree in writing, the Company delayed): 428928/HOUDMS (a) Seller shall cause the STB Selling Entities and the Joint Venture, as applicable, to conduct the Business to be conducted only in the Ordinary Course of Businessin all material respects including to continue to collect book debts and pay creditors in the Ordinary Course and in accordance with applicable Law; provided that Seller shall be permitted, and shall use may elect to cause the Selling Entities and the Joint Venture, as applicable, to pay to Seller or any of its commercially reasonable efforts Affiliates an aggregate amount equal to preserve substantially intact the organization consolidated Cash Equivalents held by them and eliminate or otherwise repay any Indebtedness of the STB BusinessSelling Entities or the Joint Venture (including, substantially keep available without limitation, for purposes of Section 2.11). Seller may cause any such Person to make any such payment to or from Seller or any of its Affiliates in the services form of an Indebtedness repayment, dividend, redemption, reduction in capital or other transaction, including to release any Encumbrances. (b) Seller shall cause the Selling Entities and the Joint Venture, as applicable, to maintain in the Ordinary Course the properties listed in Section 3.9(a) of the STB Employees Seller Disclosure Schedule, and STB Service Providers and substantially preserve with respect to the current relationships Rigs, comply in all material respects with the capital expenditure program set forth in Section 5.2(b) of the STB Business Seller Disclosure Schedule (the “Rig Capital Expenditure Program”). For purposes of the preceding, if in respect of any of the Rigs Seller undertakes a capital expenditure in which work is to be performed by (i) Purchaser, its Affiliates and their respective contractors and subcontractors or (ii) a Third Party contractor or subcontractor approved by Purchaser, at such rates approved by Purchaser, then at each Closing, Purchaser shall reimburse and pay to Seller the documented amount of such capital expenditures incurred by Seller and its Affiliates for the applicable Rig transferred at such Closing during the period following the Effective Date and up to and including the applicable Closing Date. For purposes of the foregoing, any such capital expenditures to be reimbursed by Purchaser must have been incurred in a manner consistent with customersthe Rig Capital Expenditure Program, suppliers and the maximum amount reimbursable per Rig may not exceed the amount of the remaining capital expenditures planned for each Rig following the Effective Date as specified in the Rig Capital Expenditure Program, and the aggregate amount of all capital expenditures for which Purchaser shall be obligated to reimburse shall not exceed $11,000,000. Notwithstanding the preceding, nothing in this Section 5.2(b) shall limit Seller in engaging any contractor or subcontractor in connection with the Rig Capital Expenditure Program, provided that Seller shall not be entitled to any reimbursement or payment from Purchaser if such capital expenditure is incurred other Persons than in accordance with which the STB Business has material business relationsclause (i) and (ii) above. For the avoidance of doubt, Purchaser and its Affiliates shall have no responsibility for or obligation to reimburse any capital expenditure incurred by Seller with respect to any Rig prior to the Company shallEffective Date. (c) Seller shall not, and shall not cause its or permit any Selling Entity, PD Cyprus or the Joint Venture, as applicable, to: (i) amend the articles of incorporation or bylaws or other applicable Subsidiaries tocharter or organizational documents of any Asset Selling Entity, pay PD Cyprus or the Joint Venture in a manner that could be expected to delay or otherwise interfere with the consummation of the Contemplated Transactions; (ii) issue, sell or pledge additional shares of the capital stock of PD Cyprus or the Joint Venture or securities convertible into any such shares, or any options, warrants or rights to acquire any such shares or other convertible securities, or reduce the authorized capital of PD Cyprus or the Joint Venture; (iii) change the duration or any of the other material terms and conditions of any Drilling Contract, or terminate or materially and adversely amend any Material Contract, the Joint Venture agreement (save as provided for in the Joint Venture Amendment or the Joint Venture Side Letter), any Lease or any Contracts required to be novated pursuant to the Novation Agreements; provided that notwithstanding the foregoing, where commercially reasonable to do so Seller may agree to a reduction 428928/HOUDMS in the daily rate payable under any of the Drilling Contracts of not more than 5% without the prior consent of Purchaser; (iv) agree to extend the period of any Material Contract under which the Business or the Joint Venture is the recipient of supplies of goods or services beyond the Initial End Date or agree to any change to increase the amount payable under such Contracts by more than 5%; (v) dispose of, sell, lease or license, or permit any Encumbrance (other than Permitted Encumbrances), on any Purchased Assets; (vi) acquire, by merger or consolidation with, or by purchase of all registrationor a substantial portion of the assets or stock of, maintenanceor by any other manner, renewalany business or entity, or enter into any joint venture, partnership or other similar arrangement for the conduct of the Business; (vii) reduce the headcount of the Employees by more than 5%, or increase the headcount of the Employees by more than 5%, except as otherwise required by Law or a Contract entered into prior to the Effective Date and listed in Section 3.11(a) of the Seller Disclosure Schedule; (viii) increase the compensation and benefits (including without limitation salaries, bonuses, commissions, other incentive compensation, equity, and annuity fees and Taxes due benefits under any Sponsored Plans) to the Employees (collectively) by Company more than 5% in the aggregate (whether as part of an annual pay review or any Subsidiary otherwise), except as otherwise required by Law or a Contract entered into prior to the Effective Date and as listed in Section 3.11(a) of the Closing DateSeller Disclosure Schedule; (ix) in the case of PD Cyprus or the Joint Venture or under any Lease, commit the Joint Venture or the relevant Asset Selling Entity which is the party to the Lease to incur any capital expenditure on any Rig in excess of $100,000 over the estimated capital expenditures set forth in Section 5.2(b) of the Seller Disclosure Schedule; (x) in the case of the Joint Venture, make any loan or cancel, release or assign any material Indebtedness owed to it or claimed by it other than (i) loans or cancellations, releases or assignments of Indebtedness made in the Ordinary Course which do not exceed $100,000 in aggregate; or (ii) or as provided for under Section 2.11; (xi) in the case of the Joint Venture, incur or commit itself to any material Indebtedness other than (i) Indebtedness incurred in the Ordinary Course which does not exceed $100,000 in aggregate; or (ii) which is to be cancelled, paid or otherwise settled pursuant to Section 2.11; (xii) vary in any material respect the terms on which it holds any of the Business Leased Real Property; (xiii) move any of the Rigs currently in Algeria from their current location (unless required to perform a contractual obligation) or move any of the Rigs currently in Kuwait or Iraq from their current location (unless required to perform a contractual obligation); (xiv) subject to applicable Laws (including Antitrust Laws), submit any binding tenders in respect of the Purchased Assets that are not on arm’s length terms or that provide for rates that are not substantially at the current market rate for similar tenders in the Territory, without extensions of time Purchaser’s prior written consent (such consent not to be unreasonably withheld or late payment fees, and have all necessary documents prepared and filings timely made delayed); or 428928/HOUDMS (xv) agree in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance writing to take any of the foregoing and in no way limiting actions. (d) Seller shall promptly notify Purchaser (i) of any material incident involving the foregoing, between Rigs or any damage which has occurred to the Rigs (or any other item of equipment which forms part of the Purchased Assets) after the date of Purchaser’s inspection that has or would reasonably be expected to cause any Rig (or such other item of equipment which forms part of the Purchased Assets) to not be in compliance with Section 3.8(b) or otherwise would result in a Backlog Deduction or an Excluded Rig Deduction; (ii) if at any xxxx Xxxxxx becomes aware that a term of this Agreement and or any Transaction Document has been breached or that any representation or warranty made or due to be repeated in this Agreement or any Transaction Document has been breached or is untrue (or is likely to be breached or untrue) giving details of the Closing Daterelevant circumstances; (iii) if at any xxxx Xxxxxx becomes aware that any Material Adverse Effect has occurred; (iv) if there is any material change in the amount of planned expenditures under the Rig Capital Expenditure Program that would result in a breach of Section 5.2(c)(ix); or (v) of any submission of a binding tender in respect of the Purchased Assets, the Company shall, except as set forth on Schedule 5.2:unless otherwise restricted by applicable Law or Contract. (ae) if requested For the avoidance of doubt, (i) Seller and Purchaser agree that nothing in writing by Purchaserthis Section 5.2(e) shall prohibit, limit or restrict Seller or its Affiliates from selling their respective land drilling rig assets and operations (or other assets) that are outside of the Territory (except for the Rigs located in Iraq that are to be sold pursuant to this Agreement as part of the Kuwaiti Assets) or unrelated to the extent permitted by applicable Law, report Business being sold to Purchaser regarding the STB Business and the status of the STB Business and the Company’s and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this Agreement; (b) report to Purchaser on a weekly basis the names of any STB Employees who give notice of termination of employment , whether or who threaten to terminate employment; (c) maintain the Purchased Assets in a state of repair and condition that is consistent with the Ordinary Course of Business; (d) pay or otherwise satisfy not such sales are made in the Ordinary Course of Business all of its material Liabilities of and (ii) for the STB Business period from the Initial Closing up until the Subsequent Closing, if any, relating to the Kuwait Assets or Algeria Assets, as the case may be, Seller agrees to comply with this Section 5.2(e) to the extent permitted under bankruptcy Law; (e) promptly take all Required Actions and any other office actions with respect applicable to any Registered IP and provide drafts of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions); (f) keep in full force and effect, without amendment or other modification, all material rights relating to the STB Business; (g) comply in all material respects with all Laws and Orders relating to the STB Business; (h) continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 of the Disclosure Schedule or substantially equivalent policies; (i) maintain all books and records relating to the STB Business in the Ordinary Course of Business and in accordance with GAAP; and (j) cooperate with and assist Purchaser in identifying all Permits required by Purchaser to operate the STB Business after the Closing Dateassets.

Operation of the Business. Between Until the date of Closing, except as otherwise set forth in this Agreement and or the Closing DateSeller Disclosure Schedule, unless required by order in furtherance of the Bankruptcy Court Contemplated Transactions or the Cayman Courtas otherwise consented to by Purchaser (which consent will not be unreasonably withheld, conditioned or Purchaser shall otherwise agree in writing, the Company delayed): 434397/HOUDMS (a) Seller shall cause the STB Selling Entities to conduct the Business to be conducted only in the Ordinary Course of Businessin all material respects including to continue to collect book debts and pay creditors in the Ordinary Course and in accordance with applicable Law; provided that Seller shall be permitted, and shall use may elect to cause the Selling Entities, as applicable, to pay to Seller or any of its commercially reasonable efforts Affiliates an aggregate amount equal to preserve substantially intact the organization consolidated Cash Equivalents held by them and eliminate or otherwise repay any Indebtedness of the STB BusinessSelling Entities. Seller may cause any such Person to make any such payment to or from Seller or any of its Affiliates in the form of an Indebtedness repayment, substantially keep available dividend, redemption, reduction in capital or other transaction, including to release any Encumbrances. (b) Seller shall cause the services Selling Entities to maintain the Rigs, comply in all material respects with the capital expenditure program set forth in Section 5.2(b) of the STB Employees and STB Service Providers and substantially preserve Seller Disclosure Schedule (the current relationships “Rig Capital Expenditure Program”). For purposes of the STB Business preceding, if in respect of any of the Rigs Seller undertakes a capital expenditure in which work is to be performed by (i) Purchaser, its Affiliates and their respective contractors and subcontractors or (ii) a Third Party contractor or subcontractor approved by Purchaser, at such rates approved by Purchaser, then at the Closing, Purchaser shall reimburse and pay to Seller the documented amount of such capital expenditures incurred by Seller and its Affiliates for the applicable Rig transferred at the Closing during the period following the Effective Date and up to and including the Closing Date. For purposes of the foregoing, any such capital expenditures to be reimbursed by Purchaser must have been incurred in a manner consistent with customersthe Rig Capital Expenditure Program, suppliers and the maximum amount reimbursable per Rig may not exceed the amount of the remaining capital expenditures planned for each Rig following the Effective Date as specified in the Rig Capital Expenditure Program, and the aggregate amount of the capital expenditures for which Purchaser shall be obligated to reimburse shall not exceed $4,000,000. Notwithstanding the preceding, nothing in this Section 5.2(b) shall limit Seller in engaging any contractor or subcontractor in connection with the Rig Capital Expenditure Program, provided that Seller shall not be entitled to any reimbursement or payment from Purchaser if such capital expenditure is incurred other Persons than in accordance with which the STB Business has material business relationsclause (i) and (ii) above. For the avoidance of doubt, Purchaser and its Affiliates shall have no responsibility for or obligation to reimburse any capital expenditure incurred by Seller with respect to any Rig prior to the Company shallEffective Date. (c) Seller shall not, and shall not cause its or permit any Selling Entity to: (i) amend the articles of incorporation or bylaws or other applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company charter or organizational documents of any Selling Entity in a manner that could be expected to delay or otherwise interfere with the consummation of the Contemplated Transactions; (ii) change the duration or any Subsidiary of the other material terms and conditions of any Drilling Contract, or terminate or materially and adversely amend any Material Contract or any Contracts required to be novated pursuant to the Novation Agreements; provided that notwithstanding the foregoing, where commercially reasonable to do so Seller may agree to a reduction in the daily rate payable under any of the Drilling Contracts of not more than 5% without the prior consent of Purchaser; (iii) agree to extend the period of any Material Contract under which the Business is the recipient of supplies of goods or services beyond the End Date (as defined below) or agree to any change to increase the amount payable under such Contracts by more than 5%; 434397/HOUDMS (iv) dispose of, sell, lease or license, or permit any Encumbrance (other than Permitted Encumbrances), on any Purchased Assets; (v) acquire, by merger or consolidation with, or by purchase of all or a substantial portion of the assets or stock of, or by any other manner, any business or entity, or enter into any joint venture, partnership or other similar arrangement for the conduct of the Business; (vi) reduce the headcount of the Employees by more than 5%, or increase the headcount of the Employees by more than 5%, except as otherwise required by Law or a Contract entered into prior to the Effective Date and as listed in Section 1.1(vv)(ii) of the Closing DateSeller Disclosure Schedule; (vii) increase the compensation and benefits (including without limitation salaries, bonuses, commissions, other incentive compensation, equity and benefits) of the Employees (collectively) by more than 5% in the aggregate (whether as part of an annual pay review or otherwise), except as otherwise required by Law or a Contract entered into prior to the Effective Date and listed in Section 1.1(vv)(ii) of the Seller Disclosure Schedule; (viii) commit Seller or any Selling Entity) to incur any capital expenditure on any Rig in excess of $100,000 over the estimated capital expenditures set forth in Section 5.2(b) of the Seller Disclosure Schedule; (ix) move any of the Rigs currently in the Territory from their current location (unless required to perform a contractual obligation); (x) subject to applicable Laws (including Antitrust Laws), submit any binding tenders in respect of the Purchased Assets that are not on arm’s length terms or that provide for rates that are not substantially at the current market rate for similar tenders in the Territory, without extensions of time Purchaser’s prior written consent (such consent not to be unreasonably withheld or late payment fees, and have all necessary documents prepared and filings timely made delayed); or (xi) agree in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance writing to take any of the foregoing and in no way limiting actions. (d) Seller shall promptly notify Purchaser (i) of any material incident involving the foregoing, between Rigs or any damage which has occurred to the Rigs (or any other item of equipment which forms part of the Purchased Assets) after the date of Purchaser’s inspection that has or would reasonably be expected to cause any Rig (or such other item of equipment which forms part of the Purchased Assets) to not be in compliance with Section 3.5(b) or otherwise would result in a Backlog Deduction or an Excluded Rig Deduction; (ii) if at any xxxx Xxxxxx becomes aware that a term of this Agreement and or any Transaction Document has been breached or that any representation or warranty made or due to be repeated in this Agreement or any Transaction Document has been breached or is untrue (or is likely to be breached or untrue) giving details of the Closing Daterelevant circumstances; (iii) if at any xxxx Xxxxxx becomes aware that any Material Adverse Effect has occurred; (iv) if there is any material change in the amount of planned expenditures under the Rig Capital Expenditure Program that would result in a breach of Section 5.2(c)(viii); or (v) of any submission of a binding tender in respect of the Purchased Assets, the Company shall, except as set forth on Schedule 5.2:unless otherwise restricted by applicable Law or Contract. (ae) if requested For the avoidance of doubt, Seller and Purchaser agree that nothing in writing by Purchaserthis Section 5.2(e) shall prohibit, limit or restrict Seller or its Affiliates from selling their respective land drilling rig assets and operations (or other assets) that are outside of the Territory or unrelated to the extent permitted by applicable Law, report Business being sold to Purchaser regarding the STB Business and the status of the STB Business and the Company’s and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this Agreement; (b) report to Purchaser on a weekly basis the names of any STB Employees who give notice of termination of employment , whether or who threaten to terminate employment; (c) maintain the Purchased Assets in a state of repair and condition that is consistent with the Ordinary Course of Business; (d) pay or otherwise satisfy not such sales are made in the Ordinary Course of Business all of its material Liabilities of the STB Business to the extent permitted under bankruptcy Law; (e) promptly take all Required Actions and any other office actions with respect to any Registered IP and provide drafts of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions); (f) keep in full force and effect, without amendment or other modification, all material rights relating to the STB Business; (g) comply in all material respects with all Laws and Orders relating to the STB Business; (h) continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 of the Disclosure Schedule or substantially equivalent policies; (i) maintain all books and records relating to the STB Business in the Ordinary Course of Business and in accordance with GAAP; and (j) cooperate with and assist Purchaser in identifying all Permits required by Purchaser to operate the STB Business after the Closing Date.Course. 434397/HOUDMS

Operation of the Business. Between Sufficiency of Assets. ------------------------------------------------ Except as set forth in Section 3.17 of the Seller Disclosure Schedule, the Seller during the 24 months prior to the date hereof has conducted the Business only through the Division and the Subsidiaries and not through any other divisions or direct or indirect subsidiaries or Affiliates of the Seller, and no part of the Business is operated by the Seller through any Person other than the Seller and the Subsidiaries and the Dealers. The Assets, together with the services and arrangements to be entered into pursuant to the Ryder Dealer Agreement, the Used Truck Sales Agreement, the Administrative Services Agreement, the Maintenance Agreement, the MIS Support Agreement, Trademark License Agreement, Copyright License Agreement, Patent License Agreement, the Office Sublease Agreement, the Shared Facility Licenses, the Assigned Contracts and the Assigned Leases, are sufficient for the operation of the Business as it is currently being conducted in all material respects; provided however that nothing in this sentence shall constitute a representation as to the sufficiency of any intellectual property (except software) or the effect on the Business of any Purchasing Arrangement not being available to the Buyer. The patents assigned to Buyer pursuant to the Patent Assignment are all patents which (a) Seller or any of its Affiliates owns or has a license to use, (b) which Seller uses in the Business and (c) in each case whose use is material to the Business. The trademarks licensed under the Trademark License Agreement and the Closing Date, unless required by order of trademarks assigned to Buyer pursuant to the Bankruptcy Court or the Cayman Court, or Purchaser shall otherwise agree in writing, the Company shall cause the STB Business to be conducted only in the Ordinary Course of Business, and shall use its commercially reasonable efforts to preserve substantially intact the organization of the STB Business, substantially keep available the services of the STB Employees and STB Service Providers and substantially preserve the current relationships of the STB Business with customers, suppliers and other Persons with Trademark Assignment constitute all registered Trademarks which the STB Business has material business relations. For the avoidance of doubt, the Company shall, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary prior to and as of the Closing Date, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between the date of this Agreement and the Closing Date, the Company shall, except as set forth on Schedule 5.2: (a) if requested in writing by PurchaserSeller or any of its Affiliates owns, to the extent permitted by applicable Law, report to Purchaser regarding the STB Business and the status of the STB Business and the Company’s and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this Agreement; (b) report to Purchaser on a weekly basis Seller uses in the names of any STB Employees who give notice of termination of employment or who threaten to terminate employment; Business and (c) maintain in each case whose use is material to the Purchased Assets in a state Business, other than any trademark which is or includes "Ryder". The copyrights licensed to Buyer under the Copyright License Agreement constitute all of repair and condition that is consistent with the Ordinary Course copyrights for printed promotional materials which (a) Seller or any of Business; (d) pay or otherwise satisfy its Affiliates uses in the Ordinary Course of Business all of its and (b) in each case whose use is material Liabilities of the STB Business to the extent permitted under bankruptcy Law; (e) promptly take all Required Actions and any other office actions with respect to any Registered IP and provide drafts of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions); (f) keep in full force and effect, without amendment or other modification, all material rights relating to the STB Business; (g) comply in all material respects with all Laws and Orders relating to the STB Business; (h) continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 of the Disclosure Schedule or substantially equivalent policies; (i) maintain all books and records relating to the STB Business in the Ordinary Course of Business and in accordance with GAAP; and (j) cooperate with and assist Purchaser in identifying all Permits required by Purchaser to operate the STB Business after the Closing Date.

Operation of the Business. Between (a) Seller shall continue to carry on the business of the Station and keep its books and accounts, records and files in the usual and ordinary manner in which the business has been conducted in the past. Seller shall operate the Station in material compliance with the terms of the FCC Authorizations and in compliance in all material respects with all applicable laws, rules and regulations and all applicable FCC rules and regulations. Seller shall maintain the FCC Authorizations in full force and effect and shall timely file and prosecute any necessary applications for renewal of the FCC Authorizations. Seller will deliver to Buyer, within ten (10) Business Days after filing, copies of any reports, applications or responses to the FCC related to the Station which are filed during the period between the date of this Agreement hereof and the Closing Date, unless required by order Closing. (b) Seller shall provide Buyer with copies of the Bankruptcy Court or monthly internal operating statements relating to the Cayman Court, or Purchaser shall otherwise agree in writing, the Company shall cause the STB Business to be conducted only in the Ordinary Course of Business, and shall use its commercially reasonable efforts to preserve substantially intact the organization of the STB Business, substantially keep available the services of the STB Employees and STB Service Providers and substantially preserve the current relationships of the STB Business with customers, suppliers and other Persons with which the STB Business has material business relations. For the avoidance of doubt, the Company shall, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary prior to and as of the Closing Date, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, Station for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, monthly accounting periods between the date of this Agreement and the Closing DateDate by the 20th day of each calendar month for the preceding calendar month, which shall present fairly the Company shallfinancial position of the Station and the results of operations for the period indicated in accordance with generally accepted accounting principles. Such monthly statements shall show: (i) the actual results for such month and the budget for such month by line item, except as set forth on Schedule 5.2: and (aii) if requested in writing by Purchaser, account for items of non-recurring income and expense separately and (iii) account for and separately state all intercompany allocations of expenses relating to the extent permitted by applicable LawStation, report to Purchaser regarding the STB Business all of which shall be presented fairly and the status of the STB Business and the Company’s and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this Agreement; (b) report to Purchaser on a weekly basis the names of any STB Employees who give notice of termination of employment or who threaten to terminate employment;accordance with generally accepted accounting principles. (c) maintain Seller shall make all reasonable efforts to preserve the Purchased Assets in a state business organization of repair the Station intact, retain substantially as at present the Station’s employees, consultants and condition that is consistent agents, and preserve the goodwill of the Station’s suppliers, advertisers, customers and others having business relations with the Ordinary Course of Business;it. (d) pay Nothing contained in this Agreement shall give Buyer any right to control the programming, operations or otherwise satisfy in any other matter relating to the Ordinary Course of Business all of its material Liabilities Station prior to the Closing Date, and Seller shall have complete control of the STB Business programming, operations and all other matters relating to the extent permitted under bankruptcy Law;Station up to the Closing Date. (e) promptly take Seller shall keep all Required Actions Tangible Personal Property in good operating condition (ordinary wear and any tear excepted) and repair and maintain adequate and usual supplies of inventory, office supplies, spare parts and other office actions with respect to any Registered IP materials as have been customarily maintained in the past. Seller shall preserve intact the Station Assets and provide drafts of any proposed office actions to Purchaser maintain in advance of filing (effect its current casualty and reasonably take into account any comments of Purchaser in all such office actions);liability insurance on the Station Assets. (f) keep Seller shall not, by any act or omission, cause any of the representations and warranties set forth in full force Article II to become untrue or incorrect, and effect, without amendment or other modification, all material rights relating shall cause the conditions to Closing set forth in Article VII to be satisfied and to otherwise ensure that the STB Business;Subject Transactions shall be consummated as set forth herein. (g) comply in all material respects with all Laws and Orders relating Prior to the STB Business; (h) continue in full force and effect Closing Date, Seller shall not, without the insurance coverage under the policies required to be disclosed in Section 3.14 prior written consent of the Disclosure Schedule or substantially equivalent policies;Buyer: (i) maintain all books sell, lease, transfer, or agree to sell, lease or transfer, any Station Assets except for non-material sales or leases, in the ordinary course of business of items which are being replaced by assets of comparable or superior kind, condition and records relating value; (ii) except as may be required by applicable law or government regulation, grant any raises to employees of the Station, pay any substantial bonuses or enter into any Contract of employment with any employee or employees of the Station, except in the ordinary course of business; (iii) renew, renegotiate, modify, amend or terminate any existing time sales Contracts with respect to the STB Business Station except in the Ordinary Course ordinary course of Business and in accordance with GAAP; andbusiness; (jiv) cooperate renew, amend or terminate any Seller Contract except in the ordinary course of business; (v) enter into any new Contract with and assist Purchaser respect to the Station except in identifying all Permits required by Purchaser to operate the STB Business ordinary course of business; (vi) enter into any Contract for programming that would be binding on Buyer after the Closing DateClosing; (vii) apply to the FCC for any construction permit that would restrict the present operations of the Station, or make any change in any of the buildings, leasehold improvements or fixtures of the Station, except in the ordinary course of business; or (viii) enter into any barter or trade Contracts that are prepaid, or any Contract with an Affiliate of Seller.

Operation of the Business. Between during the date Earn-out Period. (a) Until the expiration of this Agreement Second Earn-out Period, New Parent covenants and agrees: i. to act in good faith and operate the Closing Date, unless Business in a Commercially Reasonable Manner; and ii. to maintain separate books and records for the Business and operate the Business as a separate cost and revenue center of New Parent in a manner that enables it to calculate Adjusted EBITDA for each applicable Earn-out Period and deliver each Earn-out Payment Statement as required by order this Exhibit C. (b) During the Earn-out Periods, the provision of the Bankruptcy Court consumer finance products of the Business shall be subject to the applicable underwriting criteria from time to time promulgated by the Company, which will be substantially consistent with the underwriting criteria used by the Company in the operation of the Business immediately prior to the Closing, subject to any changes necessary to comply with Applicable Law or any changes taken in good faith by New Parent in response to changing industry or market conditions or credit performance of the Company’s loan and lease portfolio and after consultation in good faith with Seller. (c) Notwithstanding anything to the contrary herein, until the expiration of the Second Earn-out Period, New Parent covenants and agrees that it shall not, directly or indirectly, take any action or fail to take any action in bad faith or take any action or fail to take any action the primary intent of which is to reduce the amount of Adjusted EBITDA for the applicable Earn-out Period or the Cayman Courtamount of either applicable Earn-Out Payment. New Parent will, or Purchaser shall otherwise agree and will cause its Affiliates to, act in writing, the Company shall cause the STB Business to be conducted only good faith in the Ordinary Course exercise of Businessits power, authority and shall use its commercially reasonable efforts to preserve substantially intact the organization control of the STB Business, substantially keep available the services of the STB Employees and STB Service Providers and substantially preserve the current relationships of the STB Business with customers, suppliers and other Persons with which the STB Business has material business relations. For the avoidance of doubt, the Company shall, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary prior to and as of the Closing Date, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between the date of this Agreement New Parent shall not, and the Closing Date, New Parent shall cause the Company shallnot to, except without the prior written consent of the Seller: (i) incur any material expense inconsistent with the type of expenses incurred by the Company in the operation of the Business in a Commercially Reasonable Manner other than as set forth may be necessary to comply with Applicable Laws or are incurred in response to changing circumstances or events that could reasonably be expected to have a material and adverse impact on Schedule 5.2: (a) if requested in writing by Purchaser, to the extent permitted by applicable Law, report to Purchaser regarding the STB Business and after consultation in good faith with the status Seller regarding such expenses; (ii) increase or decrease the book value of the STB Business and any of the Company’s and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared assets except in a format that is currently used by the Company to report such information or a format required pursuant to this Agreement; (b) report to Purchaser on a weekly basis the names of any STB Employees who give notice of termination of employment or who threaten to terminate employment; (c) maintain the Purchased Assets in a state of repair and condition that is consistent accordance with the Ordinary Course Earn-out Principles; (iii) dissolve, liquidate or adopt any plan of dissolution or liquidation; or (iv) sell any material assets of the Business;, if such sale is not either (A) part of a larger sale of substantially all of the assets of New Parent or (B) related to a transaction in which the acquirer of the assets of the Business is not assuming all of New Parent’s obligations arising under the Agreement, including this Exhibit C. (d) pay or otherwise satisfy During the Earn-Out Period, New Parent shall consult in good faith with Xxxxxx regarding the pursuit of any market opportunities to expand the Company’s products and services that Xxxxxx reasonably believes are in the Ordinary Course of Business all of its material Liabilities best interests of the STB Business Company and shall utilize commercially reasonable efforts to pursue such market opportunities if New Parent agrees that such opportunities are in the extent permitted under bankruptcy Law;best interests of the Company. (e) promptly take all Required Actions and any other office actions with respect to any Registered IP and provide drafts In the event of any proposed office actions to Purchaser in advance a consummation of filing (and reasonably take into account any comments a Sale of Purchaser in all such office actions); (f) keep in full force and effect, without amendment or other modification, all material rights relating the Company prior to the STB Business; (g) comply in all material respects with all Laws and Orders relating to the STB Business; (h) continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 end of the Disclosure Schedule or substantially equivalent policies; Second Earn-out Period, (i) maintain New Parent shall cause the acquiring entity or successor to all books or substantially all of the assets of the Company to assume the obligation to pay the Earn-out Payments and records relating Additional Tax Gross Up Payments in the same manner and to the STB Business same extent that New Parent would be required to perform if no sale of the Company had taken place (and, upon such assumption by the acquiring entity or successor, New Parent shall automatically be released from all liability hereunder and all references to New Parent herein shall be deemed to refer to such acquiring entity or successor) or (ii) at New Parent’s option in its sole discretion, New Parent may pay to Seller one hundred percent (100%) of the Ordinary Course of Business and Earn-out Cap in accordance with GAAPSection 2.4 of the Agreement and Section 2(g) hereof at or prior to the consummation of the Sale of the Company and, upon such payment, New Parent shall automatically, and without further action by any Person, be released from all liability to make any additional payment hereunder. For purposes of this Exhibit C, a “Sale of the Company” shall mean any one or more of the following: (a) the acquisition by any unaffiliated third party Person or related group of Persons (other than New Parent or any of its Affiliates or direct or indirect subsidiaries), by way of sale, transfer or other acquisition, of all or substantially all of the assets or properties of the Company; and or (jb) cooperate with and assist Purchaser in identifying all Permits required the acquisition by Purchaser to operate any unaffiliated third party Person or related group of Persons (other than New Parent or any of its Affiliates or direct or indirect subsidiaries) of a majority of the STB Business after equity securities of the Closing DateCompany (whether by merger, consolidation or otherwise).

Operation of the Business. Between (i) Acquiror covenants and agrees that during the date Earnout Period it will, and to the extent applicable, it will cause its Subsidiaries to (collectively, the “Earnout Operating Covenants”): (A) operate the Business as a business unit separate from the remainder of Acquiror’s business operations, including the operations of its Affiliates and Subsidiaries, which separate business unit shall have separate line items in Acquiror’s books and records and shall be accounted for using appropriate identifiers and codes; provided, however, that, notwithstanding the foregoing, Acquiror shall be permitted to cause the Business to share in general corporate, administrative and other services with the remainder of Acquiror’s business operations, ordinary course contracts will be permitted only within the approval levels, policies and procedures currently in Acquiror’s business, and the Business will not have the ability to take on debt or any other material liability without prior approval of Acquiror; (B) [***]; (C) not take any action with the intent of adversely affecting the ability to achieve the payment of the Total Earnout Consideration; (D) cause Acquiror’s debt documentation, if any, to permit payment of the Total Earnout Consideration, if earned, in accordance with the terms of this Agreement and Agreement; and (E) within forty-five (45) days following the Closing Dateend of each calendar quarter, unless required by order deliver to Securityholder Representative detailed statements setting forth Acquiror’s good faith calculation of Gross Revenue through the end of such calendar quarter. (ii) Except as expressly set forth in Section 1.10(c)(i), Acquiror shall be permitted, in its sole discretion, to make any adjustments, changes, or revisions to any business or other operating plan of the Bankruptcy Court Business that Acquiror determines necessary or appropriate in its sole discretion, including in consideration of the macro-economic environment or the Cayman Courtoperating or financial performance of the Business, Acquiror, the Surviving Corporation, or Purchaser shall otherwise agree any of their respective Affiliates or the economic environment of any industry in writing, the Company shall cause the STB Business to be conducted only in the Ordinary Course of Business, and shall use its commercially reasonable efforts to preserve substantially intact the organization which any of the STB Business, substantially keep available the services of the STB Employees and STB Service Providers and substantially preserve the current relationships of the STB Business with customers, suppliers and other Persons with which the STB Business has material business relationsforegoing operate. For the avoidance of doubt, the [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. parties agree that, other than claims under Section 1.10(a)(iv), none of the Company shallParticipating Holders nor any other Person shall have any recourse against Acquiror, and shall cause its applicable Subsidiaries tothe Surviving Corporation, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary prior to and as of the Closing Date, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between the date of this Agreement and the Closing Date, the Company shall, except as set forth on Schedule 5.2: (a) if requested in writing by Purchaser, to the extent permitted by applicable Law, report to Purchaser regarding the STB Business and the status of the STB Business and the Company’s and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this Agreement; (b) report to Purchaser on a weekly basis the names of any STB Employees who give notice of termination of employment or who threaten to terminate employment; (c) maintain the Purchased Assets in a state of repair and condition that is consistent with the Ordinary Course of Business; (d) pay or otherwise satisfy in the Ordinary Course of Business all of its material Liabilities of the STB Business to the extent permitted under bankruptcy Law; (e) promptly take all Required Actions and any other office actions their respective Affiliates with respect to any Registered IP failure of the Business to obtain or meet any particular Gross Revenue or the Revenue Threshold or any other financial, operating, or business metric. (iii) Except as expressly set forth in Section 1.10(c)(i), the Company, the Securityholder Representative, and provide drafts the Company Participating Holders acknowledge and agree that (A) at and after the Effective Time, Acquiror shall have the power and right to control all aspects of any proposed office actions to Purchaser in advance of filing the Business and the Surviving Corporation (and reasonably take into account any comments all of Purchaser the assets, products, and operations of both the Business and the Surviving Corporation), and that Acquiror may exercise or refrain from exercising such power and right as it may deem appropriate and in all such office actions); (f) keep in full force the best overall interests of Acquiror and effectits stockholders, without amendment or other modificationtaken as a whole, all material rights relating rather than the interest of the Company Participating Holders with respect to the STB Business; Total Earnout Consideration, and (gB) comply none of Acquiror, the Surviving Corporation, or any of their respective Affiliates (or any of Representatives of the foregoing) shall have any obligation to own, operate, use, license, develop, commercialize or otherwise exploit the Business or the Surviving Corporation (or any of the assets, products, or operations of either the Business or the Surviving Corporation) in all material respects any particular manner, including in order to maximize or expedite the achievement of Gross Revenue or the Revenue Threshold or any other financial, operating, or business metric, or maximize, or expedite or ensure the payment of the Total Earnout Consideration (if any). The Company, the Securityholder Representative, and the Company Participating Holders further acknowledge and agree that (C) there is no assurance that the Company Participating Holders will receive the Total Earnout Consideration (if any), (D) none of Acquiror, the Surviving Corporation, or any of their respective Affiliates (or any of Representatives of the foregoing) promised or projected any amounts to be received by the Company Participating Holders in respect of the Total Earnout Consideration (if any), (E) none of them has relied on any statements or information provided by any of Acquiror, the Surviving Corporation, or any of their respective Affiliates (or any of Representatives of the foregoing) with all Laws and Orders relating respect to the STB Business; (h) continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 development or potential sales or value of the Disclosure Schedule Business, the Company, the Surviving Corporation, or substantially equivalent policies; any of the assets, products, or operations of the foregoing, and (iF) maintain all books and records relating none of Acquiror, the Surviving Corporation, or any of their respective Affiliates (or any of Representatives of the foregoing) owes any fiduciary duty to the STB Business in Securityholder Representative or the Ordinary Course Company Participating Holders (other than as may arise as solely a result of Business and in accordance with GAAP; and (j) cooperate with and assist Purchaser in identifying all Permits required by Purchaser to operate the STB Business after the Closing Datesuch Person’s ownership of Acquiror Common Stock).

Operation of the Business. Between (a) During the date period between the signing of this Agreement and the Closing DateDate (the “Pre-Closing Period”), unless required by order Seller shall (and shall cause each of the Bankruptcy Court or Selling Subsidiaries to), except to the Cayman Court, or Purchaser shall extent that Buyer will otherwise agree consent in writing, carry on the Company shall cause the STB Business to be conducted only in the Ordinary Course of Business, and shall use its commercially reasonable efforts to preserve substantially intact the organization of the STB Business, substantially keep available the services of the STB Employees and STB Service Providers and substantially preserve the current relationships of the STB Business with customers, suppliers and other Persons with which the STB Business has material business relations. For the avoidance of doubt, the Company shall, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary prior to and as of the Closing Date, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between the date of this Agreement and the Closing Date, the Company shall, except as set forth on Schedule 5.2: (a) if requested in writing by Purchaser, to the extent permitted by applicable Law, report to Purchaser regarding the STB Business and the status of the STB Business and the Company’s and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this Agreement; (b) report to Purchaser on a weekly basis the names of any STB Employees who give notice of termination of employment or who threaten to terminate employment; (c) maintain the Purchased Assets in a state of repair and condition that is consistent with the Ordinary Course of Business; (d) pay or otherwise satisfy in the Ordinary Course of Business all of its material Liabilities of the STB Business to the extent permitted under bankruptcy Law; (e) promptly take all Required Actions and any other office actions with respect to any Registered IP and provide drafts of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions); (f) keep in full force and effect, without amendment or other modification, all material rights relating to the STB Business; (g) comply in all material respects with all Laws and Orders relating to the STB Business; (h) continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 of the Disclosure Schedule or substantially equivalent policies; (i) maintain all books and records relating to the STB Business in the Ordinary Course of Business and in compliance with all applicable Legal Requirements and all material Contracts related to the Business. Seller shall (and shall cause each of the Selling Subsidiaries to) use commercially reasonable efforts to (i) preserve intact its current business organization, (ii) maintain its relations and good will with all suppliers, customers, landlords, creditors, Employees and other Persons having business relationships with Seller and the Selling Subsidiaries in connection with the Business, and (iii) maintain, and make all necessary filings for the preservation of, the Purchased Business IP. (b) During the Pre-Closing Period, except as specifically provided in this Agreement, Seller shall (and shall cause the Selling Subsidiaries to) not, without the prior written consent of Buyer: (i) acquire or agree to acquire any assets or securities of any business or assets which would be material to the Business; (ii) encumber, sell, lease, license, abandon or otherwise dispose of or agree to sell, assign, transfer, lease, license and other dispose of any Purchased Assets (except to Buyer pursuant to the transactions contemplated hereby and except for non-exclusive licenses granted by Seller in the Ordinary Course of Business pursuant to a Standard Outbound License); (iii) permit any of the Purchased Assets to become subject to any Encumbrance (other than Permitted Encumbrances); (iv) cause any material write up or write down of any Inventory, other than in the Ordinary Course of Business; (v) except as required by GAAP, make any change in accounting methods, principles or practices with respect to the Purchased Assets; (vi) only to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, make or change any material Tax election, adopt or change a material accounting method in respect of Taxes, enter into a Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or comprise a claim, notice, audit report or assessment in respect of Taxes, or consent to an extension or waiver of the statutory limitation period applicable to a claim or assessment in respect of Taxes, except as required by any Legal Requirement; (vii) enter into any agreement, arrangement or transaction with any Affiliate of Seller with respect to the Business or any Purchased Assets; (viii) (A) amend, modify, supplement or terminate any Assumed Contract or any other Material Contract other than in the Ordinary Course of Business, or (B) enter into, amend, modify or supplement any Contract, if such Contract would have been a Material Contract if it had been in existence on the date of this Agreement other than in the Ordinary Course of Business; (ix) 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; (x) settle, compromise, release or forgive any pending or threatened Proceeding relating to the Business, Purchased Assets, Assumed Liabilities or an Employee or waive any right thereto, but excluding (A) any such claim or right that relates solely to any Excluded Asset or Excluded Liability and (B) any such Proceeding seeking to challenge, restrain, prohibit or make illegal the consummation of the Transactions (other than any such Proceeding seeking (1) the recovery of damages from Buyer or any of its Affiliates or Representatives, (2) to prohibit or limit the exercise by Buyer or any Affiliate of Buyer of any material right pertaining to its ownership of any of the Purchased Assets or the operation of the Business after Closing or (3) to compel Buyer or any Affiliate of Buyer to dispose of or hold separate any material assets as a result of the Transactions); (xi) transfer, assign, abandon, fail to maintain, license or permit to lapse any Purchased Business IP (except for non-exclusive licenses granted by Seller in the Ordinary Course of Business pursuant to Standard Outbound Licenses); (xii) grant any severance or termination pay to any Employee other than as provided under an existing agreement or Employee Plan in accordance with GAAP; andthe terms of such agreement or Employee Plan as currently in effect; (jxiii) cooperate enter into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with and assist Purchaser in identifying all Permits any Employee; (xiv) materially increase benefits payable under any existing severance or termination pay policies or employment agreements; (xv) materially increase compensation, bonus or other benefits payable to any Employee, other than as required by Purchaser applicable Legal Requirements or pursuant to operate the STB terms of any Contract as in effect on the date hereof and disclosed in the Disclosure Schedule; (xvi) terminate any Employee (other than for cause) or renew any employment agreement with such Employee; (xvii) establish, adopt or amend any Employee Plan, make any changes in the compensation payable or to become payable to any Employee (other than normal recurring increases in the Ordinary Course of Business after consistent with past practice), or become obligated to, or represent to any Person that it will, take any of the foregoing actions; (xviii) recognize any labor union related to the Business or enter into any collective bargaining agreement related to the Business; (xix) adopt a plan of complete or partial liquidation or dissolution of Seller related to the Business or resolutions providing for or authorizing such a liquidation or a dissolution of Seller; (xx) amend Seller’s organizational documents related to the Business; (xxi) introduce any material change with respect to the operation of the Business or the Inventory, including any material change in the types, nature, composition or quality of Products or services, or, other than in the Ordinary Course of Business, make any change in product specifications or prices or terms of distributions of such Products; (xxii) enter into any Contract, understanding or commitment that restrains, restricts, limits or impedes the ability of the Business, or the ability of Buyer, to compete with or conduct any business or line of business in any geographic area or solicit the employment of any persons; (xxiii) change or modify its credit, collection or payment policies, procedures or practices related to the Business, including acceleration of collections or receivables (whether or not past due) or fail to pay or delay payment of payables or other liabilities related to the Business; (xxiv) engage in any discount activity with customers of the Business that would reasonably be expected to accelerate to pre-Closing Dateperiods sales that would otherwise be expected to occur in post-Closing periods; or (xxv) take any action that would make any of the representations or warranties of Seller untrue or incorrect or result in any of the conditions to the transactions set forth in this Agreement not to be satisfied, or prevent Seller from performing, or cause Seller not to perform, its covenants hereunder. For the avoidance of doubt, Seller shall have the right to sell the Excluded Patents to a third party without prior written consent of Buyer, provided Seller grants a license to Buyer for the Excluded Patents pursuant to the License Agreement.

Operation of the Business. Between during the date Earn-out Period. (a) Until the expiration of this Agreement Second Earn-out Period, New Parent covenants and agrees: (i) to act in good faith and operate the Closing Date, unless Business in a Commercially Reasonable Manner; and (ii) to maintain separate books and records for the Business and operate the Business as a separate cost and revenue center of New Parent in a manner that enables it to calculate Adjusted EBITDA for each applicable Earn-out Period and deliver each Earn-out Payment Statement as required by order this Exhibit C. (b) During the Earn-out Periods, the provision of the Bankruptcy Court consumer finance products of the Business shall be subject to the applicable underwriting criteria from time to time promulgated by the Company, which will be substantially consistent with the underwriting criteria used by the Company in the operation of the Business immediately prior to the Closing, subject to any changes necessary to comply with Applicable Law or any changes taken in good faith by New Parent in response to changing industry or market conditions or credit performance of the Company’s loan and lease portfolio and after consultation in good faith with Seller. (c) Notwithstanding anything to the contrary herein, until the expiration of the Second Earn-out Period, New Parent covenants and agrees that it shall not, directly or indirectly, take any action or fail to take any action in bad faith or take any action or fail to take any action the primary intent of which is to reduce the amount of Adjusted EBITDA for the applicable Earn-out Period or the Cayman Courtamount of either applicable Earn-Out Payment. New Parent will, or Purchaser shall otherwise agree and will cause its Affiliates to, act in writing, the Company shall cause the STB Business to be conducted only good faith in the Ordinary Course exercise of Businessits power, authority and shall use its commercially reasonable efforts to preserve substantially intact the organization control of the STB Business, substantially keep available the services of the STB Employees and STB Service Providers and substantially preserve the current relationships of the STB Business with customers, suppliers and other Persons with which the STB Business has material business relations. For the avoidance of doubt, the Company shall, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary prior to and as of the Closing Date, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between the date of this Agreement New Parent shall not, and the Closing Date, New Parent shall cause the Company shallnot to, except without the prior written consent of the Seller: (i) incur any material expense inconsistent with the type of expenses incurred by the Company in the operation of the Business in a Commercially Reasonable Manner other than as set forth may be necessary to comply with Applicable Laws or are incurred in response to changing circumstances or events that could reasonably be expected to have a material and adverse impact on Schedule 5.2: (a) if requested in writing by Purchaser, to the extent permitted by applicable Law, report to Purchaser regarding the STB Business and after consultation in good faith with the status Seller regarding such expenses; (ii) increase or decrease the book value of the STB Business and any of the Company’s and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared assets except in a format that is currently used by the Company to report such information or a format required pursuant to this Agreement; (b) report to Purchaser on a weekly basis the names of any STB Employees who give notice of termination of employment or who threaten to terminate employment; (c) maintain the Purchased Assets in a state of repair and condition that is consistent accordance with the Ordinary Course Earn-out Principles; (iii) dissolve, liquidate or adopt any plan of dissolution or liquidation; or (iv) sell any material assets of the Business;, if such sale is not either (A) part of a larger sale of substantially all of the assets of New Parent or (B) related to a transaction in which the acquirer of the assets of the Business is not assuming all of New Parent’s obligations arising under the Agreement, including this Exhibit C. (d) pay or otherwise satisfy During the Earn-out Period, New Parent shall consult in good faith with Xxxxxx regarding the pursuit of any market opportunities to expand the Company’s products and services that Xxxxxx reasonably believes are in the Ordinary Course of Business all of its material Liabilities best interests of the STB Business Company and shall utilize commercially reasonable efforts to pursue such market opportunities if New Parent agrees that such opportunities are in the extent permitted under bankruptcy Law;best interests of the Company. (e) promptly take all Required Actions and any other office actions with respect In the event of a consummation of a Sale of the Company prior to any Registered IP and provide drafts the payment of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions); (f) keep in full force and effectEarn-out Payments that are otherwise payable, without amendment or other modification, all material rights relating to the STB Business; (g) comply in all material respects with all Laws and Orders relating to the STB Business; (h) continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 of the Disclosure Schedule or substantially equivalent policies; (i) maintain New Parent shall cause the acquiring entity or successor to all books or substantially all of the assets of the Company to assume the obligation to pay any such Earn-out Payments and records relating Additional Tax Gross Up Payments in the same manner and to the STB Business same extent that New Parent would be required to perform if no sale of the Company had taken place (and, upon such assumption by the acquiring entity or successor, New Parent shall automatically be released from all liability hereunder and all references to New Parent herein shall be deemed to refer to such acquiring entity or successor) or (ii) at New Parent’s option in its sole discretion, New Parent may pay to Seller (A) one hundred percent (100%) of the Ordinary Course of Business and Earn-out Cap in accordance with GAAPSection 2.4 of the Agreement and Section 2(i) hereof and (B) any other Earnout Payments and Additional Tax Gross Up Payments that are otherwise payable at or prior to the consummation of the Sale of the Company and, upon such payment(s), New Parent shall automatically, and without further action by any Person, be released from all liability to make any additional payment(s) hereunder. For purposes of this Exhibit C, a “Sale of the Company” shall mean any one or more of the following: (a) the acquisition by any unaffiliated third party Person or related group of Persons (other than New Parent or any of its Affiliates or direct or indirect subsidiaries), by way of sale, transfer or other acquisition, of all or substantially all of the assets or properties of the Company; and or (jb) cooperate with and assist Purchaser in identifying all Permits required the acquisition by Purchaser to operate any unaffiliated third party Person or related group of Persons (other than New Parent or any of its Affiliates or direct or indirect subsidiaries) of a majority of the STB Business after equity securities of the Closing DateCompany (whether by merger, consolidation or otherwise).

Operation of the Business. Between Except as specifically provided in this Agreement, prior to Closing Seller will conduct the date of this Agreement GBO Included Business in the ordinary course and substantially in the Closing Date, unless required by order of the Bankruptcy Court or the Cayman Court, or Purchaser shall otherwise agree same manner as heretofore conducted and in writing, the Company shall accordance with applicable law and will use reasonable efforts to cause the STB GBO Included Business to be conducted only diligently carried on, in the Ordinary Course of Businessordinary course consistent with past practice. In furtherance thereof, and Seller shall use its commercially reasonable efforts to (i) preserve substantially intact the organization of GBO Included Assets, including, without limitation, the STB BusinessASO Contracts and the Existing GBO Policies and the material permits and licenses necessary to conduct the GBO Included Business in full force and effect, substantially (ii) keep available the services of the STB Employees senior staff of the GBO Included Business, (iii) keep intact the workforce, taken as a whole, of the GBO Included Business so that the conduct of the GBO Included Business as presently conducted is not impeded, (iv) maintain present suppliers and STB Service Providers customers of the GBO Included Business, and substantially (v) preserve the current relationships goodwill of the STB Business with customers, suppliers and other Persons with which the STB Business has material business relationsGBO Included Business. For the avoidance of doubt, the Company shall, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary prior to and as of the Closing Date, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way Without limiting the foregoing, between prior to the date of this Agreement and the Closing DateClosing, the Company shall, except as set forth on Schedule 5.2:Seller (unless otherwise consented to in writing by Buyer): (a) if requested in writing by Purchaser, will give prompt notice to the extent permitted by applicable Law, report to Purchaser regarding the STB Business and the status Buyer of (i) any breach or default (or notice thereof) of any of the STB Business and GBO Material Contracts or (ii) any other event that could reasonably be expected to have a Material Adverse Effect on the Company’s and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this AgreementGBO Included Business; (b) report to Purchaser on a weekly basis the names will not amend, alter or modify any material provision of any STB Employees who give notice of termination of employment GBO Material Contract except as may be deemed necessary to maintain compliance with applicable laws, rules or who threaten to terminate employmentregulations; (c) maintain will not increase in any manner the Purchased Assets in a state rate of repair and condition that is consistent with the Ordinary Course compensation or bonus of Business; (d) pay or otherwise satisfy in the Ordinary Course of Business all of its material Liabilities any of the STB Business to the extent permitted under bankruptcy Law; (e) promptly take all Required Actions and any GBO Employees, other office actions with respect to any Registered IP and provide drafts of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions); (f) keep in full force and effect, without amendment or other modification, all material rights relating to the STB Business; (g) comply in all material respects with all Laws and Orders relating to the STB Business; (h) continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 of the Disclosure Schedule or substantially equivalent policies; than (i) maintain all books and records relating to the STB Business increases in the Ordinary Course ordinary course of Business business consistent with past practice and other increases in accordance with GAAP; and (j) cooperate with and assist Purchaser in identifying all Permits compensation customary on a periodic basis or required by Purchaser to operate agreement or understanding and (ii) bonus and incentive arrangements entered into by Seller in contemplation of the STB Business after sale of the Closing Date.GBO Included Business, except as provided in Article X hereof, and for which Seller assumes sole responsibility and Liability;

Operation of the Business. Between (a) Except with the date prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), as otherwise contemplated or permitted by this Agreement and the Closing Date, unless or as required by order of the Bankruptcy Court or Code, during the Cayman CourtPre-Closing Period, or Purchaser Seller shall otherwise agree in writing, operate the Company shall cause the STB Business to be conducted only in the Ordinary Course ordinary course (taking into account Seller’s status as a debtor-in-possession), comply with all Legal Requirements applicable to the operation of Businessits business and preserve its present business organization intact. During the Pre-Closing Period, and Seller shall use its commercially reasonable efforts to preserve substantially intact the organization of the STB Business, substantially keep available the services of the STB Employees and STB Service Providers and substantially preserve the current relationships of the STB Business with customers, suppliers and other Persons with which the STB Business has material business relations. For the avoidance of doubt, the Company shall, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary prior to and as of the Closing Date, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between the date of this Agreement and the Closing Date, the Company shall, except as set forth on Schedule 5.2: (a) if requested in writing by Purchaser, to the extent permitted by applicable Law, report to Purchaser regarding the STB Business and the status of the STB Business and the Company’s and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this Agreement; (b) report to Purchaser on a weekly basis the names of any STB Employees who give notice of termination of employment or who threaten to terminate employment; (ci) maintain the Purchased Assets in a state of repair and condition that is consistent with the Ordinary Course of Business; (d) pay or otherwise satisfy in the Ordinary Course of Business all of its material Liabilities of the STB Business to the extent permitted under bankruptcy Law; (e) promptly take all Required Actions and any other office actions with respect to any Registered IP and provide drafts of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions); (f) keep in full force and effect, without amendment or other modification, all material rights relating to the STB Business; (g) comply in all material respects with all Laws and Orders relating to the STB Business; (h) continue in full force and effect the Permits in all material respects; (ii) maintain all of the Transferred Assets in a manner consistent with past practices, reasonable wear and tear excepted and maintain the types and levels of insurance coverage currently in effect in respect of the Transferred Assets; (iii) upon any damage, destruction or loss to any Transferred Asset, apply any insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of such Transferred Asset before such event or, if required, to such other (better) condition as may be required by applicable Legal Requirements; (iv) replenish the Inventory subject to the availability of funding pursuant to orders of the Bankruptcy Court and the determination of the Debtor in its reasonable business judgment of such mix, character and quality of Inventory on the Closing Date that is necessary for the continued operation of the Debtor’s business in the ordinary course of its affairs as of the date thereof; (v) pay when due all undisputed amounts owed under the policies required to be disclosed in Section 3.14 Facilities Leases; and (vi) consult with Purchaser on all material aspects of the Disclosure Schedule Business as may be reasonably requested from time to time by Purchaser, including, but not limited to, personnel, accounting and financial functions. (b) Except as otherwise contemplated or substantially equivalent policies;permitted by this Agreement, during the Pre-Closing Period, Seller shall not, without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned): (i) maintain all books and records terminate or amend any of the Facilities Leases (or execute any amendments or modifications to any Facilities Leases), or cancel, modify or waive any claims held in respect of the Transferred Assets or waive any material rights of value; (ii) do any act or fail to do any act that will cause a material breach or default in any of the Facilities Leases; (iii) sell, transfer or otherwise dispose of any of the Transferred Assets except in the ordinary course of business, consistent with past practices; (iv) modify any of its sales practices or receivables collections practices from those in place on the date hereof, including offering any discounts, incentives or other accommodations for early payment; (v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action to fashion its business as going out of business, liquidating or closing; (vi) grant to any Employee any increase in compensation, except increases to non-management Employees in the ordinary course of business; (vii) terminate any Employee related to the Business, except non-management Employees in the ordinary course of business; (viii) make or rescind any material Tax election or take any material Tax position (unless required by law) or file any Tax Return or change its fiscal year or financial or Tax accounting methods, policies or practice, or settle any Tax Liability, except in each case as would not reasonably be expected to materially affect Purchaser; (ix) modify, rescind or terminate a material Permit, allowance, or credit (or application therefor) relating to the STB Business or the Transferred Assets; (x) dispose of or fail to keep in effect any material rights in, to, or for the Ordinary Course use of Business and any of the Intellectual Property, except for rights which expire or terminate in accordance with GAAP; andtheir terms; (jxi) cooperate with and assist Purchaser issue any shares of stock or stock equivalents; (xii) subject its assets to any material Encumbrances; (xiii) directly or indirectly make any dividend or other distribution to shareholders or repurchase or reacquire any equity interests; (xiv) close the Store / Headquarters; (xv) issue any purchase order for non-branded goods in identifying all Permits required by Purchaser excess of $100,000; (xvi) incur any Indebtedness other than under current credit arrangements provided to operate Purchaser; or (xvii) authorize any of the STB Business after foregoing, or commit or agree to take actions, whether in writing or otherwise, to do any of the Closing Dateforegoing.

Operation of the Business. Between the date of this Agreement and the Closing DateClosing, unless required by order of Sellers shall: (a) conduct the Bankruptcy Court or the Cayman Court, or Purchaser shall otherwise agree in writing, the Company shall cause the STB Business to be conducted only in the Ordinary Course of Business; (b) except as otherwise directed by Buyer in writing, and shall without making any commitment on Buyer’s behalf, use its commercially reasonable efforts their respective Best Efforts to preserve substantially intact the current business organization of the STB Business, substantially keep available the services of the STB Employees employees and STB Service Providers and substantially preserve the current relationships agents of the STB Business Business, and maintain their respective relations and good will with suppliers, customers, suppliers landlords, creditors, employees, agents and other Persons others having relationships with which the STB Business has material business relations. For Business; provided, that notwithstanding the avoidance of doubt, foregoing, (i) Sellers may (A) provide any notices required by the Company shallWARN Act, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or (B) take any Subsidiary prior to and as of the Closing Date, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assetsother actions, including taking all Required Actions. In furtherance of the foregoing making such filings and in no way limiting the foregoingapplications or giving such notices, between the date of as may be required by Legal Requirements, and (ii) any action taken by Sellers pursuant to this Agreement and the Closing Date, the Company shall, except or otherwise as set forth on Schedule 5.2: (a) if requested in writing by Purchaser, Buyer shall not be a violation hereof. (c) confer with Buyer before implementing material operational decisions of a material nature affecting the Business; (d) from time to the extent permitted time at Buyer’s reasonable request provide to Buyer information requested by applicable Law, report to Purchaser regarding the STB Business and it in writing concerning the status of the STB Business and the Company’s and each Subsidiary’s respective operations and finances; provided, that, the Company shall only be required to report information that is currently available finances relating to the Company and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this AgreementBusiness; (be) report to Purchaser on a weekly basis not initiate any changes in the names of any STB Employees who give notice of termination of employment or who threaten to terminate employmentBusiness’s management personnel without prior consultation with Buyer; (cf) maintain the Purchased Assets in a state of repair and condition that complies in all material respects with Legal Requirements and is consistent with the conduct of the Business by Sellers in the Ordinary Course of Business; (d) pay or otherwise satisfy in the Ordinary Course of Business all of its material Liabilities of the STB Business to the extent permitted under bankruptcy Law; (e) promptly take all Required Actions and any other office actions with respect to any Registered IP and provide drafts of any proposed office actions to Purchaser in advance of filing (and reasonably take into account any comments of Purchaser in all such office actions); (fg) keep in full force and effect, without amendment or other modificationamendment, all material rights relating to the STB Business; (gh) comply in all material respects with all Laws Legal Requirements and Orders relating contractual obligations applicable to the STB operations of the Business; (hi) continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.14 existing as of the Disclosure Schedule or substantially equivalent policies; (i) maintain all books and records relating to the STB Business date of this Agreement other than changes made in the Ordinary Course of Business and in accordance with GAAP; andBusiness; (j) cooperate with Buyer and assist Purchaser Buyer in identifying all Permits the Governmental Authorizations required by Purchaser Buyer to operate the STB Business from and after the Closing Date, and transfer existing required Governmental Authorizations of Sellers to Buyer, where permissible; (k) upon request by Buyer from time to time, execute and deliver all documents, request that responsible officers of Sellers testify in any Proceedings and do all other acts that may be reasonably necessary in Buyer’s opinion to consummate the Contemplated Transactions, all without further consideration; and (l) maintain all books and Records of Sellers relating to the Business.