Common use of Operation of the Business Clause in Contracts

Operation of the Business. Between the date of this Agreement and the Closing, Seller shall: (a) conduct the Business only in the Ordinary Course of Business; (b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer’s behalf, use its Best Efforts to preserve intact the current Business and business organization, keep available the services 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; (c) confer with Buyer prior to implementing operational decisions of a material nature affecting the Business; (d) otherwise report periodically to Buyer concerning the status of the Business, its operations, and its finances; (e) make no material changes in management personnel of the Business without prior written consent of Buyer, other than changes necessitated by management resignations or terminations for cause; (f) maintain the Assets in a state of repair and condition that complies with Legal Requirements and is consistent with the requirements and normal conduct of the Business; (g) keep in full force and effect, without amendment, all material rights relating to the Business; (h) comply in all material respects with all Legal Requirements and contractual obligations applicable to the operations of the Business; (i) continue in full force and effect the insurance coverage under the policies set forth in Part 3.18 or substantially equivalent policies; (j) 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 Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Date; (k) cooperate with Buyer and assist Buyer, to the extent reasonably requested by 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 Seller to Buyer, where permissible, or obtaining new Governmental Authorizations for Buyer; (l) upon request from time to time, execute and deliver all documents, make all truthful oaths, testify in any Proceedings, and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the Contemplated Transactions, all without further consideration; and (m) maintain all books and Records of Seller relating to the Business in the Ordinary Course of Business.

Operation of the Business. Between From the date hereof to the Closing, Seller will conduct the Business 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 take no action out of the Ordinary Course of Business without the prior consent of the Buyer. By way of example and not of limitation, the Seller shall not take, or suffer, any of the actions contemplated by Section 3.7 of this Agreement, without the prior written consent of the Buyer, which consent shall not unreasonably be withheld. Additionally, between the date of this Agreement and the Closing, Seller shall: and Members shall promptly notify Buyer in writing if any of them becomes aware of : (a) conduct any fact or condition that causes or constitutes a Breach of any of Seller’s representations and warranties made as of the Business only in the Ordinary Course date of Business; 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 otherwise directed expressly contemplated by Buyer in writingthis 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, and without making any commitment on Buyer’s behalfor discovery of, such fact or condition. Additionally, Seller will: (i) use its Best Efforts to preserve intact the its current Business and business organization, keep available the services of its officers, employees, employees and agents, agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents, agents and others having business relationships with it; ; (cii) confer with Buyer prior to implementing operational decisions of a material nature affecting the Business; nature; (diii) otherwise report periodically to Buyer concerning the status of the Businessits business, its operations, operations and its finances; ; (eiv) make no material changes in management personnel of the Business without prior written consent of consultation with Buyer, other than changes necessitated by management resignations or terminations for cause; ; and (f) maintain the Assets in a state of repair and condition that complies with Legal Requirements and is consistent with the requirements and normal conduct of the Business; (g) keep in full force and effect, without amendment, all material rights relating to the Business; (h) comply in all material respects with all Legal Requirements and contractual obligations applicable to the operations of the Business; (i) continue in full force and effect the insurance coverage under the policies set forth in Part 3.18 or substantially equivalent policies; (j) 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 Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Date; (k) cooperate with Buyer and assist Buyer, to the extent reasonably requested by 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 Seller to Buyer, where permissible, or obtaining new Governmental Authorizations for Buyer; (l) upon request from time to time, execute and deliver all documents, make all truthful oaths, testify in any Proceedings, and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the Contemplated Transactions, all without further consideration; and (mv) maintain all books and Records of Seller relating to the Business Seller’s business in the Ordinary Course of Business.

Operation of the Business. Between From the date of this Agreement and until the Closing, Seller shall: or the earlier termination of this Agreement in accordance with ARTICLE X, without the prior written consent of Purchaser, and except to the extent described on Schedule 7.3, the Sellers shall use their reasonable best efforts to, and shall cause TLG and its subsidiaries to use their reasonable best efforts to (ax) conduct the Business 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 (z) consult with the Purchaser prior to taking any action or entering into any transaction that may be of strategic importance to TLG and its subsidiaries taken as a whole. Without limiting the foregoing, from the date hereof until the Closing Date, without the prior written consent of the Purchaser, and except as set forth on Schedule 7.3, the Sellers shall use their reasonable best efforts to, and shall cause TLG and its subsidiaries to use their reasonable best efforts to: (a) preserve and maintain all Permits (including liquor licenses) that are materially necessary for the conduct of the Business as currently conducted or the ownership and use of the assets of TLG and its Subsidiaries; (b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer’s behalf, use its Best Efforts to preserve intact pay all Indebtedness of the current Business and business organization, keep available the services of TLG and 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 itSubsidiaries when due; (c) confer continue to collect accounts receivable in a manner materially consistent with Buyer prior to implementing operational decisions past practice, without discounting such accounts receivable (other than in the Ordinary Course of a material nature affecting the Business; (d) otherwise report periodically to Buyer concerning maintain the status properties and assets of the Business, its operations, Business and TLG and its financessubsidiaries in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) make no material changes continue in management personnel of the Business full force and effect without prior written consent of Buyer, other than changes necessitated by management resignations or terminations for causemodification all Insurance Policies; (f) maintain defend and protect the Assets in a state of repair properties and condition that complies with Legal Requirements and is consistent with the requirements and normal conduct assets of the BusinessBusiness and TLG and its subsidiaries from infringement or usurpation; (g) keep in full force and effect, without amendment, perform all of their material obligations under all material rights relating Contracts, provided that nothing in this Section 7.3 shall require the Sellers, TLG or its Subsidiaries to take actions or efforts outside the BusinessOrdinary Course of Business to meet any performance thresholds set forth in any material Contract; (h) maintain the books and records of the Business and TLG and its subsidiaries materially accordance with past practice; (i) comply in all material respects with all Legal Requirements and contractual obligations Laws applicable to the operations conduct of the Business; (i) continue in full force Business or the ownership and effect use of the insurance coverage under assets of the policies set forth in Part 3.18 or substantially equivalent policiesBusiness and TLG and its subsidiaries; (j) except as required to comply with ERISA not take or to maintain qualification under Section 401(a) permit any action that would cause any of the Codechanges, not amend, modify, events or terminate any Employee Plan without the express written consent of Buyer, conditions described in Sections 4.6 and except as required under the provisions of any Employee Plan, not make any contributions 4.11 to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Dateoccur; (k) cooperate 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 Buyer and assist Buyerrespect 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 extent reasonably requested by BuyerTLG 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 the Governmental Authorizations required each case, in TLG or any of its subsidiaries; v. directly or indirectly acquire (by Buyer to operate the Business from and after the Closing Date and either transferring existing Governmental Authorizations merger, consolidation, acquisition of Seller to Buyerstock or assets or otherwise) (A) any Person or any business or division of any Person, where permissible(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 obtaining new Governmental Authorizations for Buyer; any options, warrants, or rights of any kind to acquire, any capital stock or other equity interests of any Person or any voting securities or convertible or exchangeable securities, or (lE) upon request from time to timeany “phantom” stock, execute and deliver all documents“phantom” stock rights, make all truthful oathsstock appreciation rights or stock-based performance units, testify in each case, in any ProceedingsPerson; vi. create, and do all other acts that may be reasonably necessary incur, assume or desirable in the opinion of Buyer guarantee any Material Indebtedness to consummate the Contemplated Transactions, all without further consideration; and (m) maintain all books and Records of Seller relating to the Business in the Ordinary Course of Business.any Person or issue any debt securities;

Operation of the Business. Of The Company Prior To Closing Between the date of this Agreement and the Closing, Seller shall: (a) and Company will, and will cause the Company to conduct the Business only business of the 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 Buyer’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, failing which it shall be 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 Ordinary Course contract prices and/or schedule for delivery of Business; (b) except as otherwise directed by Buyer in writing, and the Rigs under any of the Construction Contracts without making any commitment on the Buyer’s behalf, use its Best Efforts to preserve intact the current Business and business organization, keep available the services 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; (c) confer with Buyer prior to implementing operational decisions of a material nature affecting the Business; (d) otherwise report periodically to Buyer concerning the status of the Business, its operations, and its finances; (e) make no material changes in management personnel of the Business without prior written consent of Buyer, other than changes necessitated by management resignations or terminations for cause; (f) maintain not to be unreasonably withheld). The Seller agrees that it shall fund and/or cause the Assets Company to pay in a state of repair and condition that complies with Legal Requirements and is consistent timely fashion in accordance with the requirements and normal conduct terms of each of the Business; (g) keep in full force and effect, without amendment, all material rights relating Construction Contracts any further instalments that fall due to the Business; (h) comply Builder thereunder in all material respects with all Legal Requirements the period between the date of this Agreement and contractual obligations applicable to the operations of the Business; (i) continue in full force and effect the insurance coverage under the policies set forth in Part 3.18 or substantially equivalent policies; (j) 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 Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Date; (k) cooperate with Buyer and assist Buyer, to the extent reasonably requested by Buyer, in identifying the Governmental Authorizations required by Buyer to operate the Business from and after the Closing Date or Cancellation Date (as the case may be); provided, however, 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 to reimburse to the Seller upon the Closing Date the reasonable costs of the supervision of construction of the Rigs incurred by the Company or Seller in the period between the date of this Agreement and either transferring existing Governmental Authorizations 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 Seller to Buyer, where permissiblethe Shares or the Rigs or its rights and interests under the Construction Contracts or Vendor Agreements, or obtaining new Governmental Authorizations for enter into any agreement or understanding which is contrary to the Buyer; (l) upon request from time ’s interests in relation 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 the transactions contemplated under this Agreement or desirable the Buyer’s interest in the opinion of Buyer to consummate the Contemplated TransactionsDrillship Option, all without further consideration; and (m) maintain all books and Records of Seller relating to the Business in the Ordinary Course of Businessperiod from the date hereof until the Cancellation Date.

Operation of the Business. Between (a) Seller will conduct the operations of the Business in the ordinary course of business as conducted as of the date hereof, except for activities related to the Acquisition. In addition, except as may be required by regulatory authorities or by this Agreement, with prior consent of this Agreement and the ClosingBuyer, or except as previously disclosed, Seller shall: (a) conduct the Business only in the Ordinary Course of Business; (b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer’s behalf, use its Best Efforts to preserve intact the current Business and business organization, keep available the services 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; (c) confer with Buyer prior to implementing operational decisions of a material nature affecting the Business; (d) otherwise report periodically to Buyer concerning the status of the Business, its operations, and its finances; (e) make no material changes in management personnel of the Business without prior written consent of Buyer, other than changes necessitated by management resignations or terminations for cause; (f) maintain the Assets in a state of repair and condition that complies with Legal Requirements and is consistent with the requirements and normal conduct of the Business; (g) keep in full force and effect, without amendment, all material rights relating to the Business; (hi) comply in all material respects with all applicable Legal Requirements and contractual obligations applicable relating to the operations operation of the Business; (iii) continue in full force retain all necessary business permits, licenses, registrations and effect authorizations relating to the insurance coverage under the policies set forth in Part 3.18 or substantially equivalent policiesBusiness; (jiii) except as required use commercially reasonable efforts to comply preserve for Buyer the goodwill of its customers and others doing business with ERISA or to maintain qualification under Section 401(athe Business; (iv) of the Code, not amend, modify, renew or terminate cancel, any Employee Plan without Assumed Contract, other than in the express written consent ordinary course of Buyer, and except business or as required under to consummate the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing DateAcquisition; (kv) cooperate with Buyer and assist Buyernot sell, to pledge, transfer, dispose of, encumber (other than Permitted Encumbrances), lease or license any Acquired Assets; (vi) not release, compromise or waive any material claim or material right that is part of the extent reasonably requested by Buyer, in identifying Acquired Assets; (vii) not settle or compromise any litigation or investigation if such settlement or litigation would impose any material obligation or liability on the Governmental Authorizations required by Buyer to operate the Business from and after the Closing Date and either transferring existing Governmental Authorizations of Seller to Buyer, where permissible, Acquired Assets or obtaining new Governmental Authorizations for Buyer; (lviii) upon request from time not make, change, revoke or modify any material Tax election, file any material amended Tax Return, surrender any right to timeclaim a material Tax refund, execute consent to any extension or waiver of the limitations period applicable to any Tax Return, settle or compromise any material Tax liability or file any Tax Return relating to the Business or the Acquired Assets on a basis inconsistent with past practice (unless otherwise required by applicable Law), in each case to the extent in respect of the Business or the Acquired Assets; (ix) not terminate the employment or services of any Acquired Employee, except for cause, or hire any new employee of the Business; (x) not increase or agree to increase the salary or wage rate and deliver all documentsincentive opportunity of any Acquired Employee; (xi) not establish, make all truthful oathsadopt, testify enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions or other compensation or benefits for the Acquired Employees, in each case, that would individually or in the aggregate result in any Proceedingsincrease in liability for Buyer other than a de minimis increase, except as required by applicable Law or the terms of any such plan, agreement or arrangement in existence on the date hereof and do all other acts that may be reasonably necessary disclosed in writing to Buyer or desirable in the opinion of Buyer to consummate the Contemplated Transactions, all without further considerationits counsel; and (mxii) use commercially reasonable efforts to (A) preserve the Business operations as conducted by the Seller through Primis Life Lending; (B) cooperate with and assist Buyer in assuring the orderly transition of the Business (other than the Excluded Assets or Excluded Liabilities), the Loans to Buyer from Seller (including (i) maintaining any blocks or freezes on deposit accounts at Seller that serve as collateral for any Loans and (ii) providing reasonable cooperation with respect to Buyer putting in place customary collateral documentation in favor of Buyer with respect to such accounts by the Second Closing, in each case as permitted by applicable law); and (C) maintain all books Seller’s normal and Records customary practices and procedures regarding loan pricing, underwriting and recognition of Seller relating charge-offs in a manner consistent with past practice with respect to the Business Loans of the Business. (b) Notwithstanding the foregoing, except as may be required by regulatory authorities or by this Agreement, Seller shall not, without the prior consent of Buyer or: (i) transfer to Seller’s other facilities any of the Acquired Assets other than in the Ordinary Course ordinary course of Businessbusiness; or (ii) transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding, or negotiate with any party with respect to entering into a contract, agreement or understanding, to transfer, assign, encumber or otherwise dispose of any or all of the Acquired Assets or pursuant to this Agreement.

Operation of the Business. Between (a) Except (i) as contemplated by this Agreement including the consent process set forth in Section 4.4, (ii) as required by applicable law, (iii) as provided in Employee Benefit Plans in effect as of the date hereof, (iv) as set forth in Section 4.2 of the Disclosure Schedule, or (v) as consented to in writing by the Buyer, during the period from the date of this Agreement until the earlier of the Closing Date or proper termination of this Agreement, the Seller shall conduct the operations of the Business in all material respects in the ordinary course, and without limiting the generality of the foregoing, the Seller shall not, and shall cause the Canadian Subsidiary not to, with respect to the Business and without written consent provided by the Buyer (which consent may be withheld in Buyer’s sole discretion): (i) sell, assign or transfer any Sponsor Contract, Manager Contract or Acquired Asset (notwithstanding the foregoing, it is understood and agreed that the Seller shall be permitted to replace obsolete or worn-out Equipment in the ordinary course of business and to make updates to Schedule 1.1(a)(iii) to reflect such replacement); (ii) knowingly consent to the imposition of any Lien (other than a Permitted Lien) upon any of the Sponsor Contracts, Manager Contracts or Acquired Assets; (iii) enter into any contract similar to a Manager Contract unless such contract (A) allows the Seller to terminate at will upon thirty (30) days’ or less notice, (B) does not require any obligations to be performed by Seller after the date that is six (6) months after any termination notice is delivered thereunder and (C) includes a consent from the counterparty thereto that allows the Seller to assign such contract to the Buyer in connection with the consummation of the Closing, Seller shall:; (aiv) conduct enter into any contract similar to a Sponsor Contract unless such contract (A) allows the Seller to terminate at will upon thirty (30) days’ or less notice, (B) does not require any obligations to be performed by Seller after the date that is six (6) months after any termination notice is delivered thereunder and (C) includes a consent from the counterparty thereto that allows the Seller to assign such contract to the Buyer in connection with the consummation of the Closing; (v) make any change in its accounting systems, policies, principles, practices or methods, in each case, that would impact the method for calculating the Revenue Run-Rate for the Participating Sponsors; (vi) with respect to the Acquired Assets or the Business, (A) make, revoke or amend any Tax election (outside the ordinary course of business), (B) compromise any claim, investigation, audit or controversy related to any material amount of Taxes, (C) consent to or execute any waiver of restrictions on a Tax claim or assessment, (D) enter into or amend any Tax agreement with a Tax authority or (E) file any amended Tax Return or claim for a refund of material Taxes, in the case of each of the foregoing subclauses (A) through (E), in a manner that would reasonably be expect to increase the Buyer’s Tax liability with respect to the Acquired Assets or the Business only following the Closing; (vii) grant any rights to severance benefits, “stay-pay” or termination pay to any Scheduled Employee or increase the compensation or other benefits payable or potentially payable to any Scheduled Employee, in each case, other than grants or increases that are required by applicable law or the terms of any existing contract or Employee Benefit Plan as in effect as of the date hereof (or as amended in a manner also applicable generally to similarly situated employees of Seller and/or its ERISA Affiliates who are not Scheduled Employees); (viii) enter into any employment, compensation or deferred compensation agreement (or any amendment to any such existing agreement) with any Scheduled Employee whose annual rate of base compensation exceeds $125,000; (ix) (A) accelerate, terminate, modify, amend, waive or otherwise alter or change any of the terms or provisions of any Assigned Sponsor Contract or pay any material amount in connection therewith not required by law or by any such contract or (B) accelerate, terminate, modify, amend, waive or otherwise alter or change any of the terms or provisions of any Assigned Manager Contract outside of the ordinary course of business or pay any material amount in connection therewith not required by law or by any such contract, in the Ordinary Course case of Business;clauses (A) and (B), other than as contemplated hereby in connection with obtaining the required consents for the assignment thereof; or (x) agree in writing to take any of the foregoing actions. (b) except as otherwise directed During the period from the date of this Agreement until the earlier of the Closing Date or proper termination of this Agreement, (i) in the event that the Seller, with respect to the Business, (A) waives, releases or cancels any material claims against a Participating Sponsor or Participating Manager or debts owing to it by Buyer a Participating Sponsor or Participating Manager, (B) pays any material amount or agrees to pay any material amount or perform any obligation in writing, and without making settlement or compromise of any commitment on Buyer’s behalf, use its Best Efforts to preserve intact Action or claims of liability against the current Business and business organization, keep available the services Seller or any of its directors, officers, employeesemployees or agents or (C) agrees in writing to take any of the actions described in the foregoing clauses (A) and (B) or (ii) (A) a Participating Sponsor cancels a Sponsor Contract or indicates in writing that it intends to cease business with the Seller or to materially reduce such business or (B) the Business experiences a material net outflow of assets under administration by Participating Clients, in the case of the foregoing clauses (i) and agents(ii), the Seller shall provide prompt (and maintain its relations and good will with suppliersin any event, customers, landlords, creditors, employees, agents, and others having business relationships with it;within five (5) Business Days) notice of the occurrence of such event to the Buyer. (c) confer with Buyer In the event that, prior to implementing operational decisions the Closing, the Seller enters into a contract similar to a Manager Contract or a contract similar to a Sponsor Contract, as contemplated by clauses (iii) or (iv) of Section 4.2(a), the Seller shall provide prompt (and in any event, within five (5) Business Days) notice of its entry into such contract to the Buyer, together with a copy of any such contract. The Buyer shall have an opportunity to review such contract and object to such contract becoming an Assigned Manager Contract or Assigned Sponsor Contract, as applicable, for purposes hereof. If the Buyer does not notify the Seller within ten (10) Business Days of receiving a copy thereof that Buyer agrees that such contract shall be an Assigned Manager Contract or an Assigned Sponsor Contract, such contract shall be deemed to be rejected by the Buyer and shall, in the case of a material nature affecting contract similar to a Manager Contract, be terminated at the Business; (dClosing as contemplated by Section 5.2(h) otherwise report periodically or, in the case of a contract similar to Buyer concerning a Sponsor Contract, be terminated at the status of the Business, its operations, and its finances; (eClosing as contemplated by Section 5.2(h) make no material changes in management personnel of the Business without prior written consent of Buyer, other than changes necessitated by management resignations or terminations for cause; (f) maintain the Assets in a state of repair and condition that complies with Legal Requirements and is consistent with the requirements and normal conduct of the Business; (g) keep in full force and effect, without amendment, all material rights relating become subject to the Business; (h) comply in all material respects with all Legal Requirements and contractual obligations applicable to the operations of the Business; (i) continue in full force and effect the insurance coverage under the policies set forth in Part 3.18 or substantially equivalent policies; (j) except MAPSA Subcontracting Agreement, as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify, or terminate any Employee Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Date; (k) cooperate with Buyer and assist Buyerapplicable, to the extent reasonably requested by Buyer, in identifying the Governmental Authorizations required by Buyer to operate Seller has any remaining obligations under such contract following the Business from and after the Closing Date and either transferring existing Governmental Authorizations of Seller to Buyer, where permissible, or obtaining new Governmental Authorizations for Buyer; (l) upon request from time to time, execute and deliver all documents, make all truthful oaths, testify in any Proceedings, and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the Contemplated Transactions, all without further consideration; and (m) maintain all books and Records of Seller relating to the Business in the Ordinary Course of BusinessClosing.

Operation of the Business. Between the date of this Agreement and the Closing, Seller shall: (a) conduct Except with the Business only in the Ordinary Course of Business; (b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer’s behalf, use its Best Efforts to preserve intact the current Business and business organization, keep available the services 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; (c) confer with Buyer prior to implementing operational decisions of a material nature affecting the Business; (d) otherwise report periodically to Buyer concerning the status of the Business, its operations, and its finances; (e) make no material changes in management personnel of the Business without prior written consent of BuyerPurchaser (which consent shall not be unreasonably withheld, other than changes necessitated delayed or conditioned), as otherwise contemplated or permitted by management resignations this Agreement or terminations for cause; as required by the Bankruptcy Code, during the Pre-Closing Period, Seller shall operate the Business in the ordinary course (f) maintain the Assets in taking into account Seller’s status as a state of repair and condition that complies with Legal Requirements and is consistent with the requirements and normal conduct of the Business; (g) keep in full force and effectdebtor-in-possession), without amendment, all material rights relating to the Business; (h) comply in all material respects with all Legal Requirements and contractual obligations applicable to the operations operation of its business and preserve its present business organization intact. During the Business;Pre-Closing Period, Seller shall use commercially reasonable efforts to: (i) continue maintain in full force and effect the insurance coverage under the policies set forth Permits in Part 3.18 or substantially equivalent policiesall material respects; (jii) 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 Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities Transferred Assets in a manner consistent with past practices, reasonable wear and tear excepted and maintain the types and levels of insurance 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 Employee Plan 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 a plan-termination basis 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 Closing Datedate thereof; (kv) cooperate with Buyer and assist Buyer, to pay when due all undisputed amounts owed under the extent reasonably requested by 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 Seller to Buyer, where permissible, or obtaining new Governmental Authorizations for Buyer; (l) 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 considerationFacilities Leases; and (mvi) maintain consult with Purchaser on all books material aspects of the Business as may be reasonably requested from time to time by Purchaser, including, but not limited to, personnel, accounting and Records financial functions. (b) Except as otherwise contemplated or permitted by this Agreement, during the Pre-Closing Period, Seller shall not, without the prior written consent of Seller Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned): (i) 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 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 Businessany of the Intellectual Property, except for rights which expire or terminate in accordance with their terms; (xi) 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 excess of $100,000; (xvi) incur any Indebtedness other than under current credit arrangements provided to Purchaser; or (xvii) authorize any of the foregoing, or commit or agree to take actions, whether in writing or otherwise, to do any of the foregoing.

Operation of the Business. Between Except as otherwise expressly permitted or required by this Agreement, between the date of this Agreement and the Closing, Closing Date the Seller shallParties acknowledge that: (a) Seller shall conduct the Business only in the Ordinary Course of Businessordinary course and shall continue to collect all Accounts Receivable in a manner consistent with past practice; (b) except as otherwise directed by Buyer Seller shall maintain in writing, good operating condition (reasonable wear and without making any commitment on Buyer’s behalf, use its Best Efforts to tear excepted) and service the Purchased Assets consistent with past practice and preserve intact the current Business and business organization, keep available the services 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 itas it is currently organized; (c) confer Seller shall preserve the goodwill of its suppliers, contractors, licensors, employees, customers, distributors and others having business relations with Buyer prior to implementing operational decisions of a material nature affecting the Business; (d) Seller shall perform in all respects all of its obligations under, and not default or suffer to exist any event or condition that with notice or lapse of time or both could constitute a default under, any Contract; (e) Seller shall, at its own expense, maintain all insurance covering the Business, employees and Purchased Assets in full force and effect until 12:01 A.M. on the first day following the Closing Date with responsible companies, comparable in amount, scope and coverage to that in effect on the date hereof; (f) each Seller Party will use their reasonable best efforts to obtain in writing as promptly as possible all Seller Required Consents; (g) Seller shall not: (i) incur any Liability which would be an Assumed Liability, except in the ordinary course consistent with past practice; (ii) enter into, amend, modify, terminate (partially or completely), grant any waiver under or give any consent with respect to any Contract or incur any Liability outside the ordinary course of business; (iii) Default under, or take or fail to take any action that (with or without notice or lapse of time or both) would constitute a Default under any term or provision of any Contract; or (iv) create any Encumbrance on any of the Purchased Assets; (h) Seller shall comply with all applicable Laws, ordinances, codes, rules and regulations in a manner consistent with Seller’s operation of the Business as of the date of this Agreement; (i) Without the prior written consent of Buyer, Seller shall not (i) declare, set aside or pay any dividend or make any other distribution in respect of its equity interests or directly or indirectly redeem, retire, purchase or otherwise reacquire any of its equity interests; (ii) sell, rent, lease or otherwise dispose of any of its Assets, except in the ordinary course of business consistent with past practice; (iii) make any payment or distribution to, or enter into any transaction with, any of Seller’s directors or any Shareholder, other than compensation in the ordinary course of Business consistent with past practice; (iv) institute any increase or amendment to any Plan, or adopt any new profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan or arrangement with respect to its employees; or (v) make any change in the accounting, Tax accounting or cash management policies and practices of Seller or revoke any material Tax elections; (j) except in the ordinary course of business consistent with past practice, Seller shall not (i) enter into any Contract, (ii) incur any indebtedness for money borrowed, (iii) make any capital expenditures or commitments for capital expenditures, (iv) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, (v) increase the rate of compensation payable or to become payable by it to any officer or any other executive employee or make any general increase in the compensation or rate of compensation payable or to become payable to hourly employees or salaried employees, (vi) accrue or pay to any of its officers or employees any bonus, profit-sharing, retirement pay, insurance, death benefit, fringe benefit or other compensation, except as disclosed in the Schedules hereto or (vii) make any advances to its employees; (k) Seller shall confer with Buyer concerning operational matters of a material nature; (l) Seller shall otherwise report periodically to Buyer concerning the status of the Business, its operations, operations and its finances; (e) make no material changes in management personnel finances of the Business without prior written consent of Buyer, other than changes necessitated by management resignations or terminations for cause; (f) maintain the Assets in a state of repair and condition that complies with Legal Requirements and is consistent with the requirements and normal conduct of the Business; (g) keep in full force and effect, without amendment, all material rights relating to the Business; (h) comply in all material respects with all Legal Requirements and contractual obligations applicable to the operations of the Business; (i) continue in full force and effect the insurance coverage under the policies set forth in Part 3.18 or substantially equivalent policies; (j) 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 Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Date; (k) cooperate with Buyer and assist Buyer, to the extent reasonably requested by 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 Seller to Buyer, where permissible, or obtaining new Governmental Authorizations for Buyer; (l) 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 considerationSeller; and (m) maintain all books and Records no Seller Party shall, without the prior consent of Seller relating Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the Business changes or events listed in the Ordinary Course of BusinessSection 4.24 is likely to occur.

Operation of the Business. Between From the date of hereof to the Effective Time, except to the extent expressly permitted by this Agreement or otherwise waived in writing by Parent, BRL shall take no action which constitutes a material change nor make any material change to the business or the manner in which the business is conducted, and BRL and the Closing, Seller shallManagement Stockholders shall in particular: (a) conduct the Business only Maintain BRL's assets in the Ordinary Course of Businessgood operating condition and repair, normal wear and tear excepted; (b) Not sell, lease or dispose of, or make any contract for the sale, lease or disposition of, or subject to any lien, security interest or encumbrance, any of BRL's assets or any part of the business other than in the ordinary course of business consistent with past practices; (c) Not increase the compensation payable or to become payable to the employees except as otherwise directed by Buyer in writingthe ordinary course of business, and BRL will not make any arrangements with employees or consultants newly hired to work for BRL in the business inconsistent with its commitments hereunder; (d) Conduct the business in the ordinary course consistent with past practices and in conformity with all applicable laws, rules and regulations and use its assets in the usual, regular and ordinary course consistent with past practices. Without limiting the generality of the foregoing, BRL shall not enter into any agreement for the acquisition of goods or services at prices higher than generally prevailing in the industry or enter into any agreements for the license or sale of the BRL Intellectual Property. BRL will exercise commercially reasonable efforts, without making any commitment commitments on Buyer’s behalfbehalf of Parent or Sub, use and, consistent with past practices, to take no action that is detrimental to the preservation of its Best Efforts to preserve intact the current Business business and business organization, keep available or detrimental to the services preservation of its officerspresent relationships with vendors, employees, suppliers and agents, and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents, customers and others having business relationships relations with it; (ce) confer with Buyer prior to implementing operational decisions of a material nature affecting Maintain in force existing hazard and liability insurance policies, or comparable coverage, for the Business; (d) otherwise report periodically to Buyer concerning the status of the Business, its operations, business and its finances; (e) make no material changes in management personnel of the Business without prior written consent of Buyer, other than changes necessitated by management resignations or terminations for causeassets; (f) maintain Continue to make payments when due and not delay such payments as compared to normal payment procedures and to perform its obligations under and not to amend the Assets terms of any leases, license agreements, contracts, commitments and other agreements included in a state of repair and condition that complies with Legal Requirements and is consistent with the requirements and normal conduct of the BusinessBRL's assets; (g) keep Not incur any liabilities or enter into any contracts not in full force the ordinary course of business, consistent with past practices, unless first disclosed to and effectapproved by Parent or Sub, without amendment, all material rights relating such approval not to the Businessbe unreasonably withheld; (h) comply Not engage in all material respects any course of action that is inconsistent with all Legal Requirements past practices and contractual obligations applicable that would be reasonably likely to reduce the operations value of the Businessbusiness to Parent or Sub, without the prior written consent of Parent or Sub; (i) continue in full force Cooperate fully, but without cost or expense, with Parent and effect Sub during this period to facilitate the insurance coverage smooth and efficient transition under the policies set forth in Part 3.18 or substantially equivalent policiesMerger; (j) except as required to comply with ERISA or to maintain qualification under Section 401(a) Maintain normal quantities of the Codeconsumable supplies, not amend, modify, or terminate any Employee Plan without the express written consent of Buyer, spare parts and except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Daterepair materials; (k) cooperate with Buyer and assist BuyerNotify Parent of any (i) claim, to litigation or administrative proceeding pending or threatened against BRL which challenges or otherwise affects the extent reasonably requested by Buyer, transactions contemplated hereby; (ii) damage or destruction of any of BRL's assets; or (iii) adverse change 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 Seller to Buyer, where permissible, or obtaining new Governmental Authorizations for Buyerbusiness; (l) upon request from time Not propose or adopt any amendment 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 its Certificate of Incorporation or desirable in the opinion of Buyer to consummate the Contemplated Transactions, all without further consideration; andBylaws; (m) maintain all books Not issue, sell, deliver or pledge or authorize or propose the issuance, sale, delivery or pledge of (i) additional shares of capital stock of any class (including shares of BRL Common Stock), or securities convertible into shares of BRL Common Stock, or any rights, subscriptions, warrants or options to acquire any such shares of BRL Common Stock or other convertible securities, or (ii) any other securities in respect of, in lieu of, or in substitution for shares of BRL Common Stock outstanding on the date hereof; (n) Not split, combine or reclassify any shares of its capital stock, or declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any class or series of its capital stock; (o) Not redeem, purchase or otherwise acquire or propose to redeem or purchase or otherwise acquire, any outstanding shares of BRL Common Stock or any of its other securities, including, without limitation, any stock options for BRL Common Stock; (i) Not incur, assume or prepay any long-term debt or incur or assume any short-term debt (except that BRL may incur short-term debt to trade creditors, accrued wages, taxes, health and Records welfare obligations in the ordinary course of Seller business consistent with past practice and short-term debt under existing lines of credit; provided that the aggregate thereof does not exceed $20,000); (ii) not assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person in the ordinary course of business consistent with past practice; or (iii) not make any loans, advances or capital contributions to, or investments in, any other person; (q) Not settle or compromise any suit or claim or threatened suit or claim relating to the Business transactions contemplated hereby; (r) Not enter into, adopt or amend any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreements, collective bargaining agreements, trust, plans, funds or other arrangements for the benefit or welfare of any director, officer or employee, or increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any existing plan and arrangement (including, without limitation, the granting of stock options, stock appreciation rights, shares of restricted stock or performance units) (except for normal increases in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and that, in the aggregate, do not result in a material increase in benefits or compensation expense to BRL) or enter into any contract, agreement, commitment or arrangement to do any of the foregoing; (s) Not acquire, sell, lease or dispose of any assets, including, without limitation, any data bases, or securities outside the ordinary course of business consistent with past practice, or any assets or securities which are material, in the aggregate, to BRL or enter into any commitment to do any of the foregoing or enter into any material commitment or transaction outside the ordinary course of business consistent with past practice; (t) Not enter into or commit to enter into any contract, agreement, arrangement or understanding having a term longer than six months unless such contract, agreement, arrangement or understanding may be cancelled by BRL without penalty on not more than thirty days notice or does not require the expenditure by BRL of more than $5,000; (u) Except as may be required by law, not take any action to terminate or amend any of BRL's Plans; (v) Not authorize, propose or enter into, or announce an intention to authorize, propose or enter into, or, subject to the fiduciary duties of the Board of Directors of BRL under applicable law as advised by counsel in writing, recommend or announce an intention to recommend, an agreement in principle or an agreement with respect to, any merger, consolidation, joint venture, liquidation, dissolution, or business combination (other than the Merger), or any change in its capitalization, not in the ordinary course of business consistent with past practice; (w) Not authorize or make any capital expenditures in excess of $20,000, in the aggregate, except for obligations incurred prior to the date hereof or except with respect to replacement items; (x) Not modify, amend or terminate any contracts, waive, release, relinquish or assign any contract or other rights or claims or cancel or forgive any indebtedness owed to BRL, which are not material to the business of BRL; (y) Not make any tax election or settle or compromise any income tax liability material to the business of BRL; (z) Not take any action that would, or would be reasonably likely to, result in any of BRL or Shareholder's representations and warranties set forth in this Agreement not being true in all material respects or in any of the conditions to the Merger set forth in Article IX not being satisfied; (aa) Not agree in writing or otherwise to take any of the foregoing actions or any action that would make any representation or warranty in this Agreement untrue or incorrect in any material respect.

Operation of the Business. Between the date of this Agreement and the Closing, Seller Sellers shall: (a) conduct the Business only in the Ordinary Course of Business; (b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer’s behalf, use its their respective Best Efforts to preserve intact the current Business and business organizationorganization of the Business, keep available the services of its officers, employees, the employees and agentsagents of the Business, and maintain its their respective relations and good will with suppliers, customers, landlords, creditors, employees, agents, agents and others having business relationships with it;the Business; provided, that notwithstanding the foregoing, (i) Sellers may (A) provide any notices required by the WARN Act, and (B) take any other actions, including making such filings and applications or giving such notices, as may be required by Legal Requirements, and (ii) any action taken by Sellers pursuant to this Agreement or otherwise as requested in writing by Buyer shall not be a violation hereof. (c) confer with Buyer prior to before implementing material operational decisions of a material nature affecting the Business; (d) otherwise report periodically from time to time at Buyer’s reasonable request provide to Buyer information requested by it in writing concerning the status of the Business and the respective operations and finances relating to the Business, its operations, and its finances; (e) make no material not initiate any changes in the Business’s management personnel of the Business without prior written consent of consultation with Buyer, other than changes necessitated by management resignations or terminations for cause; (f) maintain the Assets in a state of repair and condition that complies in all material respects with Legal Requirements and is consistent with the requirements and normal conduct of the Business by Sellers in the Ordinary Course of Business; (g) keep in full force and effect, without amendment, all material rights relating to the Business; (h) comply in all material respects with all Legal Requirements and contractual obligations applicable to the operations of the Business; (i) continue in full force and effect the insurance coverage under existing as of the policies set forth date of this Agreement other than changes made in Part 3.18 or substantially equivalent policiesthe Ordinary Course of Business; (j) 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 Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Date; (k) cooperate with Buyer and assist Buyer, to the extent reasonably requested by Buyer, Buyer in identifying the Governmental Authorizations required by Buyer to operate the Business from and after the Closing Date Date, and either transferring transfer existing required Governmental Authorizations of Seller Sellers to Buyer, where permissible, or obtaining new Governmental Authorizations for Buyer; (lk) upon request by Buyer from time to time, execute and deliver all documents, make all truthful oaths, request that responsible officers of Sellers testify in any Proceedings, Proceedings and do all other acts that may be reasonably necessary or desirable in the Buyer’s opinion of Buyer to consummate the Contemplated Transactions, all without further consideration; and (ml) maintain all books and Records of Seller Sellers relating to the Business in the Ordinary Course of Business.

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 of this Agreement hereof and the ClosingClosing (and thereafter if the Closing shall occur), Seller shall: (a) conduct the Business only shall not incur any obligations, grant any licenses, contract on behalf of or otherwise take part in the Ordinary Course of Business; (b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer’s behalf, use its Best Efforts to preserve intact the current Business and business organization, keep available the services 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; (c) confer with Buyer prior to implementing operational decisions of a material nature affecting the Business; (d) otherwise report periodically to Buyer concerning the status of the Business, its operations, and its finances; (e) make no material changes in management personnel operations of the Business without the prior written consent of Buyer. In connection therewith, other than changes necessitated by management resignations or terminations for cause; (f) maintain the Assets Buyer agrees to perform, in a state of repair and condition that complies with Legal Requirements and is consistent accordance with the requirements terms thereof, the unperformed and normal conduct unfulfilled obligations of Seller to perform maintenance and support services from and after the Business; (g) keep in full force and effect, without amendment, all material rights relating to the Business; (h) comply in all material respects with all Legal Requirements and contractual obligations applicable to the operations of the Business; (i) continue in full force and effect the insurance coverage date hereof under the policies set forth in Part 3.18 or substantially equivalent policies; (j) except as required to comply with ERISA or to maintain qualification under Section 401(a) of IBM Agreement and the Code, not amend, modify, or terminate any Employee Plan without the express written consent of BuyerAssumed Contracts, and except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit assume those contractual liabilities of such Employee Plan Seller specifically listed on a plan-termination basis as of Schedule 3.2 hereto (the Closing Date; "Assumed Liabilities"). Except for the Assumed Liabilities (k) cooperate with Buyer and assist Buyer, to the extent reasonably requested by 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 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, where permissibleor incur any contractual obligation on behalf of Seller without Seller's prior written consent if Seller would be required to assume, perform or obtaining new Governmental Authorizations for Buyer; (l) upon request from time to time, execute and deliver all documents, make all truthful oaths, testify satisfy such obligation in any Proceedingsthe event that the Closing does not occur, and do all other acts that may be reasonably necessary or desirable in (ii) it shall commence a reasonable sales effort with respect to the opinion licensing of Buyer to consummate the Contemplated Transactions, all without further consideration; and (m) maintain all books COPERNICUS Programs and Records of Seller relating to shall otherwise conduct the Business in a commercially reasonable manner. Without in any way limiting Buyer's rights under the Ordinary Course 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 Buyer shall be entitled to retain all of the rights granted pursuant to the License Agreement.

Operation of the Business. Between Except as otherwise expressly permitted or required by this Agreement, between the date of this Agreement and the Closing, Closing Date the Seller shallParties acknowledge that: (a) Seller shall conduct the Business only in the Ordinary Course of Businessordinary course and shall continue to collect all Accounts Receivable in a manner consistent with past practice; (b) except as otherwise directed by Buyer Seller shall maintain in writing, working condition and without making any commitment on Buyer’s behalf, use its Best Efforts to service the Purchased Assets consistent with past practice and preserve intact the current Business and business organization, keep available the services 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 itas it is currently organized; (c) confer Seller shall use commercially reasonable efforts to preserve the goodwill of its suppliers, contractors, licensors, employees, customers, distributors and others having business relations with Buyer prior to implementing operational decisions of a material nature affecting the Business; (d) Seller shall perform in all respects all of its obligations under, and not default or suffer to exist any event or condition that with notice or lapse of time or both could constitute a default under, any Contract; (e) Seller shall, at its own expense, maintain all insurance covering the Business, employees and Purchased Assets in full force and effect until 12:01 A.M. on the first day following the Closing Date with responsible companies, comparable in amount, scope and coverage to that in effect on the date hereof; (f) each Seller Party will use their reasonable best efforts to obtain in writing as promptly as possible all Seller Required Consents; (g) Seller shall not: (i) incur any Liability which would be an Assumed Liability, except in the ordinary course consistent with past practice; (ii) enter into, amend, modify, terminate (partially or completely), grant any waiver under or give any consent with respect to any Contract or incur any Liability outside the ordinary course of business; (iii) Default under, or take or fail to take any action that (with or without notice or lapse of time or both) would constitute a Default under any term or provision of any Contract; or (iv) create any Encumbrance on any of the Purchased Assets; (h) Seller shall comply with all applicable Laws, ordinances, codes, rules and regulations; (i) Seller shall not (i) sell, rent, lease or otherwise dispose of any of its Assets, except in the ordinary course of business consistent with past practice; (ii) make any payment or distribution to, or enter into any transaction with, any Affiliate, except for sales of Inventory in the ordinary course of business consistent with past practice; (iii) institute any increase or amendment to any Plan, or adopt any new profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan or arrangement with respect to its employees; (iv) make any change in the accounting, Tax accounting or cash management policies and practices of Seller or revoke any material Tax elections; or (v) enter into any Contract with any Person who is a director, officer or Affiliate of any Seller Party, except for sales of Inventory in the ordinary course of business consistent with past practice; (j) except in the ordinary course of business consistent with past practice, Seller shall not (i) enter into any Contract, (ii) incur any indebtedness for money borrowed (other than advances which constitute Unassumed Liabilities), (iii) make any capital expenditures or commitments for capital expenditures, (iv) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, (v) increase the rate of compensation payable or to become payable by it to any officer or any other executive employee or make any general increase in the compensation or rate of compensation payable or to become payable to hourly employees or salaried employees, (vi) accrue or pay to any of its officers or employees any bonus, profit-sharing, retirement pay, insurance, death benefit, fringe benefit or other compensation, except as disclosed in the Schedules hereto or (vii) make any advances to its employees; (k) Seller shall confer with Buyer concerning operational matters of a material nature; (l) Seller shall otherwise report periodically to Buyer concerning the status of the Business, its operations, operations and its finances; (e) make no material changes in management personnel finances of the Business without prior written consent of Buyer, other than changes necessitated by management resignations or terminations for cause; (f) maintain the Assets in a state of repair and condition that complies with Legal Requirements and is consistent with the requirements and normal conduct of the Business; (g) keep in full force and effect, without amendment, all material rights relating to the Business; (h) comply in all material respects with all Legal Requirements and contractual obligations applicable to the operations of the Business; (i) continue in full force and effect the insurance coverage under the policies set forth in Part 3.18 or substantially equivalent policies; (j) 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 Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Date; (k) cooperate with Buyer and assist Buyer, to the extent reasonably requested by 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 Seller to Buyer, where permissible, or obtaining new Governmental Authorizations for Buyer; (l) 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 considerationSeller; and (m) maintain all books and Records no Seller Party shall, without the prior consent of Seller relating Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the Business changes or events listed in the Ordinary Course of BusinessSection 4.24 is likely to occur.

Operation of the Business. Between the date of this Agreement and the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shallshall cause SWH to (x) conduct the Business in the Ordinary Course of Business, and (y) use commercially reasonable best efforts to maintain and preserve intact its current Business organization, operations and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the Effective Date until the Closing Date, Seller shall cause SWH to: (a) conduct the Business its business only in the Ordinary Course of Business; (b) except as otherwise directed by Buyer in writingpay the Indebtedness, Taxes and without making any commitment on Buyer’s behalf, use its Best Efforts to preserve intact other obligations of the current Business and business organization, keep available the services 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 itwhen due; (c) confer continue to collect Accounts Receivable in a manner consistent with Buyer prior to implementing operational decisions of a material nature affecting the Businesspast practice, without discounting such Accounts Receivable; (d) otherwise report periodically to Buyer concerning maintain the status of the Business, its operations, properties and its finances; (e) make no material changes assets included in management personnel of the Business without prior written consent of Buyer, other than changes necessitated by management resignations or terminations for cause; (f) maintain the Assets in a state of repair and condition that complies with Legal Requirements and is consistent with the requirements and normal conduct of the Business; (ge) keep in full force and effect, without amendment, all material rights relating to the Businessnot implement operational decisions which will have a Material Adverse Effect; (hf) make no material changes in management personnel; (g) materially comply in all material respects with all Legal Requirements and contractual obligations applicable to the operations of the BusinessBusiness and under the Material Contracts; (ih) continue in full force and effect the insurance coverage under the policies set forth in Part 3.18 Schedule 3.19 or substantially equivalent policies; (ji) except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify, modify or terminate any Employee Benefit Plan without the express written consent of BuyerBuyer (except as agreed in this Agreement) and, and except as required under the provisions of any Employee PlanBenefit Plan or Benefit Arrangement, not make any contributions to or with respect to any Employee Benefit Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Date; (kj) 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 Buyer; and assist Buyer, to the extent reasonably requested by Buyer, Buyer in identifying the Governmental Authorizations required by Buyer to operate the Business business from and after the Closing Date and either 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 obtaining new Governmental Authorizations for Buyerusurpation; (l) upon request from time comply in all material respects with all Legal Requirements applicable to time, execute the conduct of the Business or the ownership 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 use of the opinion of Buyer to consummate the Contemplated Transactions, all without further consideration; andAssets; (m) maintain all books and Records of Seller relating to the Business in the Ordinary Course of Business; and (n) 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 notwithstanding any provision of this Agreement to the contrary, SWH’s refreshing or remodeling of Restaurants after the Effective Date and prior to Closing and 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. (a) Between the date of this Agreement hereof and the ClosingClosing Date, Seller shall: (a) shall conduct the Business only in the Ordinary Course ordinary course of Business;business. Without limiting the generality of the foregoing, Seller will not take any affirmative action, or fail to take any reasonable action within its control, as a result of which a Material Adverse Change could be reasonably expected to occur. (b) except as otherwise directed by Buyer in writing, and without making any commitment During the period beginning on Buyer’s behalf, use its Best Efforts to preserve intact the current Business and business organization, keep available the services 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; (c) confer with Buyer prior to implementing operational decisions of a material nature affecting the Business; (d) otherwise report periodically to Buyer concerning the status of the Business, its operations, and its finances; (e) make no material changes in management personnel of the Business without prior written consent of Buyer, other than changes necessitated by management resignations or terminations for cause; (f) maintain the Assets in a state of repair and condition that complies with Legal Requirements and is consistent with the requirements and normal conduct of the Business; (g) keep in full force and effect, without amendment, all material rights relating to the Business; (h) comply in all material respects with all Legal Requirements and contractual obligations applicable to the operations of the Business; (i) continue in full force and effect the insurance coverage under the policies set forth in Part 3.18 or substantially equivalent policies; (j) 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 Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Date; (k) cooperate with Buyer and assist Buyer, to the extent reasonably requested by 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 ending four months after the Closing Date, Seller, at Purchaser’s sole discretion, shall have the authority and the obligation to continue to operate the day-to-day business of Seller as purchased by Purchaser through its acquisition of the Transferred Assets including but not limited to Buyer, where permissible, or obtaining new Governmental Authorizations for Buyer; (l) upon request from time to time, execute the service in general and deliver all documents, make all truthful oaths, testify in any Proceedingscustomer service support, and shall do all other acts that may be reasonably necessary or desirable so only in the opinion ordinary course of Buyer to consummate the Contemplated Transactions, all without further consideration; and (m) maintain all books and Records business consistent with past practices of Seller (as operated prior to the Closing), and in all cases subject to the oversight and control of Purchaser (“Transition Services”). Notwithstanding the foregoing, Purchaser will use commercially reasonable efforts to complete the transition of the Transferred Assets within two months after the Closing Date, after which transition Seller shall no longer provide Transition Services. In exchange for the Transition Services Purchaser agrees to pay Seller (i) a fixed monthly fee not to exceed $15,000 per month for Transition Services; and (ii) a variable monthly fee of not to exceed $10,000 per month for actual telecommunication related Transition Services. Purchaser has the right to terminate the Transition Services at anytime prior to the end of such 4-month period and shall be liable for such pro rata amount incurred prior to termination. Notwithstanding the foregoing, throughout the period Seller provides the Transition Services Purchaser will reimburse Seller for all costs payable to Paymentech with regard to credit card transactions relating to the Business customers included in the Ordinary Course of BusinessTransferred Assets. During the period Seller provides the Transition Services, Seller will not be required to perform (and will not receive any compensation by Purchaser for) marketing services or any development services through its outsourced vendor in Vietnam with respect to the Transferred Assets.

Operation of the Business. Between From the date of this Agreement and hereof until the Closing, except as (i) permitted or contemplated by this Agreement, (ii) requested by Buyer or consented to in writing by Buyer (such consent not to be unreasonably withheld, conditioned or delayed), (iii) set forth on Schedule 5.1 or (iv) required by applicable Law: (a) Seller shall: (ai) operate the Business in all material respects in the ordinary course of business; applicable Laws; and (ii) conduct the Business only in the Ordinary Course of Business;all material respects in accordance with (biii) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer’s behalf, use its Best Efforts commercially reasonable efforts to preserve intact the current Business and business organization, keep available the services 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; (c) confer with Buyer prior to implementing operational decisions of a in all material nature affecting respects the Business; (d) otherwise report periodically to Buyer concerning the status of the Business, its operations, and its finances; (e) make no material changes in management personnel goodwill of the Business without prior written consent of Buyer, other than changes necessitated by management resignations or terminations for cause; (f) maintain and the Assets in a state of repair and condition that complies relationships with Legal Requirements and is consistent with the requirements and normal conduct customers of the Business; (giv) keep in full force and effect, without amendment, all material rights relating to the Businessextent Seller receives any payments or other revenues attributable to any of the Purchased Assets for any periods from and after the Economic Effective Date, Seller will hold such payments or other revenues for the exclusive benefit of Buyer and shall promptly deliver such payments or other revenues to Buyer; (hv) comply in all material respects with all Legal Requirements and contractual obligations to the extent Seller any pipeline or transporter has issued a prior period adjustment applicable to the operations Customer meters included in the Purchased Assets for any period of time after the Business;Economic Effective Date, which results in either a physical or monetary credit between Seller and the pipeline or transporter, then Seller shall use commercially reasonable efforts to resolve the imbalance in accordance with all applicable tariffs and pipeline statements such that Buyer receives the economic benefit of such prior period adjustment; and (b) Seller shall not: (i) continue sell, assign, license, lease, transfer, abandon or create any Lien (other than any Permitted Lien) on, or otherwise dispose of, any of the Purchased Assets, other than such sales, assignments, licenses, leases, transfers, abandonments, Liens or other dispositions that are in full force the ordinary course of business and effect are not material to the insurance coverage under the policies set forth in Part 3.18 or substantially equivalent policiesBusiness, taken as a whole; (jii) enter into any Contract that would constitute a Material Contract other than (A) in the ordinary course of business (including renewals consistent with the terms thereof) with a term of less than twenty-four (24) months unless Buyer provides written consent to such Contract, (B) those Contracts that can be cancelled by Seller without cause (and without penalty) on less than ninety (90) days’ notice or (C) those Contracts that do not constitute Assigned Contracts; (iii) in respect of the Business, materially change the methods, principles or practices of financial accounting or annual accounting period, except as required by GAAP or by any Governmental Authority; or (iv) agree, resolve or commit to comply with ERISA or to maintain qualification under Section 401(a) do any of the Code, not amend, modify, or terminate any Employee Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Date; (k) cooperate with Buyer and assist Buyer, to the extent reasonably requested by 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 Seller to Buyer, where permissible, or obtaining new Governmental Authorizations for Buyer; (l) upon request from time to time, execute and deliver all documents, make all truthful oaths, testify in any Proceedings, and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the Contemplated Transactions, all without further consideration; and (m) maintain all books and Records of Seller relating to the Business in the Ordinary Course of Businessforegoing.

Operation of the Business. Between From and after the date of this Agreement until the Closing Date, except otherwise consented to in writing by the Buyer, the Seller shall operate its Business in the same manner as presently conducted and the Closing, Seller shall: (a) conduct the Business only in the Ordinary Course of Business; ordinary and usual course and consistent with past practice and in compliance with (bi) except as otherwise directed by Buyer in writingall laws known to Seller and (ii) all material leases, contracts, commitments and other agreements, and without making any commitment on Buyer’s behalfall licenses, permits, and other instruments, relating to the operation of the Business, and will use its Best Efforts all commercially reasonable efforts to preserve intact the current Business its present business organization and business organization, to keep available the services of its officers, all employees, representatives and agents. The Seller shall use commercially reasonable efforts, consistent with past practices, to promote the Business and to maintain the goodwill and reputation associated with the Business, and maintain its relations and good will with suppliersshall not take or omit to take any action which causes, customersor which is likely to cause, landlords, creditors, employees, agents, and others having business any material deterioration of the Business or the Seller's relationships with it; suppliers or customers. Without limiting the generality of the foregoing, (a) the Seller will maintain all of the Assets, tangible or intangible, in substantially the same condition and repair as such Assets are maintained as of the date hereof, ordinary wear and tear excepted; (b) the Seller shall not sell, transfer, pledge, lease or otherwise dispose of any of the Assets, other than in the ordinary course of business; (c) confer with Buyer prior the Seller shall not amend, terminate or waive any material right in respect of the Assets or the Business (including, without limitation, any Assumed Liabilities), or do any act, or omit to implementing operational decisions of do any act, which will cause a material nature affecting the Business; breach of any contract, agreement, commitment or obligation by it (including, without limitation, any Assumed Liabilities); (d) otherwise report periodically to Buyer concerning the status of the BusinessSeller shall maintain its books, its operations, accounts and its finances; records in accordance with good business practice and generally accepted accounting principles consistently applied; (e) make no material changes the Seller shall not engage in management personnel any activities or transactions outside the ordinary course of the Business without prior written consent of Buyer, other than changes necessitated by management resignations or terminations for cause; business; and (f) maintain the Assets Seller shall not increase any existing employee benefits, establish any new employee plan or amend or modify any existing Employee Plans, or otherwise incur any obligation or liability under any employee plan materially different in a state of repair and condition that complies with Legal Requirements and is consistent nature or amount from obligations or liabilities incurred in connection with the requirements and normal conduct of the Business; (g) keep in full force and effect, without amendment, all material rights relating to the Business; (h) comply in all material respects with all Legal Requirements and contractual obligations applicable to the operations of the Business; (i) continue in full force and effect the insurance coverage under the policies set forth in Part 3.18 or substantially equivalent policies; (j) 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 Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Date; (k) cooperate with Buyer and assist Buyer, to the extent reasonably requested by 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 Seller to Buyer, where permissible, or obtaining new Governmental Authorizations for Buyer; (l) upon request from time to time, execute and deliver all documents, make all truthful oaths, testify in any Proceedings, and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the Contemplated Transactions, all without further consideration; and (m) maintain all books and Records of Seller relating to the Business in the Ordinary Course of BusinessPlans.

Operation of the Business. Between the date of this Agreement and the Closing, such Seller shall: (ai) conduct the Business only in the Ordinary Course of Business;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 [***]. (bii) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer’s behalf, use its Best Efforts best efforts to preserve intact the its current Business and business organization, keep available the services of its officers, employees, employees and agents, agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents, agents and others having business relationships with it; (ciii) confer with Buyer prior to implementing operational decisions of a material nature affecting the Businessnature; (div) otherwise report periodically to Buyer concerning the status of the Business, its operations, including the operations thereof and its financesfinances related thereto; (ev) make no material changes in management personnel of without the Business without prior written consent of Buyer, other than changes necessitated by management resignations or terminations for cause; (fvi) maintain the Acquired Assets in a state of repair and condition that complies with applicable Legal Requirements and is consistent with the requirements and normal conduct of the Business; (gvii) 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 consistent with past practice; (viii) keep in full force and effect, without amendment, all material rights relating to the Business; (hix) comply in all material respects with all Legal Requirements and contractual obligations applicable to the operations of the Business; (ix) continue in full force and effect the insurance coverage under the policies set forth in Part 3.18 or substantially equivalent policiesSchedule 3.21; (j) 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 Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Date; (kxi) cooperate with Buyer and assist Buyer, to the extent reasonably requested by Buyer, 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; (lxii) upon request from time to time, execute and deliver all documents, make all truthful oaths, testify in any Proceedings, Proceedings and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the Contemplated Transactions, all without further consideration; and; (mxiii) maintain all books and Records of such Seller relating to the Business in the Ordinary Course of Businessordinary course consistent with past practice; and (xiv) not make any tax election or change in any accounting method used by such Seller.

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, Seller shall: trademarks assigned to Buyer pursuant to the Trademark Assignment constitute all registered Trademarks which (a) conduct the Business only in the Ordinary Course Seller or any of Business; its Affiliates owns, (b) except as otherwise directed by Buyer Seller uses in writing, and without making any commitment on Buyer’s behalf, use its Best Efforts to preserve intact the current Business and business organization, keep available the services 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; (c) confer with Buyer prior in each case whose use is material to implementing operational decisions of a material nature affecting the Business; (d) otherwise report periodically to Buyer concerning the status of the Business, its operations, and its finances; (e) make no material changes in management personnel other than any trademark which is or includes "Ryder". The copyrights licensed to Buyer under the Copyright License Agreement constitute all of the copyrights for printed promotional materials which (a) Seller or any of its Affiliates uses in the Business without prior written consent of Buyer, other than changes necessitated by management resignations or terminations for cause; and (fb) maintain the Assets in a state of repair and condition that complies with Legal Requirements and each case whose use is consistent with the requirements and normal conduct of the Business; (g) keep in full force and effect, without amendment, all material rights relating to the Business; (h) comply in all material respects with all Legal Requirements and contractual obligations applicable to the operations of the Business; (i) continue in full force and effect the insurance coverage under the policies set forth in Part 3.18 or substantially equivalent policies; (j) 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 Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Date; (k) cooperate with Buyer and assist Buyer, to the extent reasonably requested by 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 Seller to Buyer, where permissible, or obtaining new Governmental Authorizations for Buyer; (l) upon request from time to time, execute and deliver all documents, make all truthful oaths, testify in any Proceedings, and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the Contemplated Transactions, all without further consideration; and (m) maintain all books and Records of Seller relating to the Business in the Ordinary Course of Business.

Operation of the Business. Between the date of this Agreement and the Closing, with respect to the Business and Assets, unless Buyer otherwise consents in writing, each Seller shall, and shall cause each Purchased Subsidiary to: (a) conduct the Business only in the Ordinary Course ordinary course of Businessthe Business consistent with past practices or reasonable future expectations; (b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer’s behalf, use its Best Efforts to commercially reasonable efforts to, in all material respects, preserve intact the current Business and business organization, keep available the services of its officers, employees, employees and agents, agents and maintain its relations and good will goodwill with suppliers, customers, landlords, creditors, employees, agents, agents and others having business relationships with it; (c) confer with Buyer prior to implementing operational decisions of a material nature affecting the Business; (d) otherwise report periodically to Buyer concerning the status of the Businessexcept for cause, its operations, and its finances; (e) make no material changes in management personnel of the Business without prior written consent Business; (d) not hire any management personnel of Buyerthe Business, make any changes to any Seller Benefit Plan affecting the Affected Employees, or increase the wages, salaries or benefits of any Affected Employee or Purchased Subsidiary Employee, other than changes necessitated by management resignations in the ordinary course of business or terminations for causepursuant to Legal Requirement; (fe) maintain the Assets in a state of repair and condition that complies with Legal Requirements and Requirements, is consistent with the requirements and normal conduct of the BusinessBusiness and consistent with the recent normal and routine maintenance schedule performed by Sellers; (gf) use its commercially reasonable efforts to keep in full force and effect, without amendment, all material rights relating to the Business; (hg) comply in all material respects with all Legal Requirements and use its commercially reasonable efforts to comply with all contractual obligations applicable to the operations of the Business; (ih) continue in full force and effect the insurance coverage under the policies set forth in Part 3.18 Section 3.18(a) of the Seller Disclosure 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) except as required not dispose of or permit to comply with ERISA or lapse any rights to maintain qualification under Section 401(a) of the Code, not amend, modify, or terminate any Employee Plan without the express written consent of Buyer, and except as required under the provisions use of any Employee Plan, not make Business Intellectual Property or permit any contributions Governmental Authorization to or with respect expire except to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash extent Sellers have used their reasonable commercial efforts to each Employee Plan necessary to fully fund all of the benefit liabilities of have such Employee Plan on a plan-termination basis as of the Closing DateGovernmental Authorization renewed; (k) cooperate with Buyer and assist Buyer, to the extent reasonably requested by 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 Seller to Buyer, where permissible, or obtaining new Governmental Authorizations for Buyer; (l) upon request from time to time, execute and deliver all documents, make all truthful oaths, testify in any Proceedings, and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the Contemplated Transactions, all without further consideration; and (m) maintain all books and Records of Seller Sellers and the Purchased Subsidiaries relating to the Business in the Ordinary Course ordinary course of the Business consistent with past practices; (l) with respect to any Purchased Subsidiary, amend its constituent documents or take any other action (including redeeming or issuing equity interests) affecting any Seller’s or Purchased Subsidiary’s ownership rights in another Purchased Subsidiary; (m) with respect to any Purchased Subsidiary, form, dissolve or liquidate any Subsidiaries; (n) with respect to any Purchased Subsidiary, adopt, amend, renew or terminate (or give notice of termination of) a Seller Benefit Plan; and (o) with respect to any Purchased Subsidiary, vary any terms of any of its insurance policies or knowingly take any action which may invalidate such policies or take out any additional or replacement policies other than renewals; and (p) with respect to any Purchased Subsidiary, make a Tax election, amend a Tax Return, settle a Tax claim or assessment, surrender a right to claim a Tax refund, change any method of Tax accounting or consent to an extension or waiver of the limitation period applying to a Tax with respect to it, its assets, or the Business.

Operation of the Business. Between Except as otherwise expressly provided in this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, each Seller Party covenants that, in respect of the Business (it being understood that nothing in this Section 6.1 shall in any way limit any Seller Party’s or any of their Subsidiaries’ operation of the Retained Business), from the date of this Agreement and until the Closing, Seller shall: (a) conduct the Business only in the Ordinary Course of Business; (b) except as otherwise directed by Buyer in writingClosing they will, and without making any commitment on Buyer’s behalfwill cause their Subsidiaries to, use its Best Efforts commercially reasonable efforts, to maintain and preserve intact the current Business in all material respects and business organization, keep available to maintain in all material respects the services ordinary and customary relationships of its officers, employees, and agents, and maintain its relations and good will the Business with their suppliers, customers, landlords, creditors, employees, agents, customers and others having business relationships with itthem with a view toward preserving for Purchaser after the Closing Date the Purchased Assets and the goodwill associated therewith. Subject to applicable Law and except as otherwise expressly provided in this Agreement or Section 6.1 of the Disclosure Letter, from the date of this Agreement until the Closing, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed), the Seller Parties shall, and 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. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or Section 6.1 of the Disclosure Letter, and subject to applicable Law, the Seller Parties, from the date of this Agreement until the Closing, shall not and shall cause their Subsidiaries not to, without the prior 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: (a) transfer, sell, lease, assign, license or otherwise convey or dispose of, or suffer to exist any Lien (other than Permitted Liens) on, any of the Purchased Assets, the Owned Real Property or Assigned Real Property, other than (i) sales of inventory in the ordinary course of business consistent with past practices, or (ii) Permitted Liens; (b) terminate any Business Employee, grant any leave of absence greater than two weeks (other than as required by applicable Law in which case Purchaser need only be notified of the reason for such leave and the approved length), transfer any Business Employee, hire any new employees, or grant any increase in the compensation or benefits arrangements of an 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 consistent with past practices, or (B) as required by applicable Law from time to time in effect or by any employee benefit plan, program or arrangement sponsored by any Seller Party or one of their Affiliates in effect on the date hereof; (c) confer with Buyer prior cancel, compromise, release or assign any Indebtedness owed to implementing operational decisions of a material nature affecting the Business or any claims held by the Business, in each case that would otherwise constitute Purchased Assets, other than in the ordinary course of business consistent with past practice and in any event not in excess of $500,000 in the aggregate; (d) otherwise report periodically enter into any Contract that would be deemed to Buyer concerning the status be a Transferred Material Contract if it were in existence as of the Business, its operations, and its financesdate of this Agreement or 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 either Assigned Lease other than in the ordinary course of business consistent with past practice; (e) make no material changes in management personnel enter into any Contract containing a covenant not to compete or any other covenant restricting the development, manufacture, marketing or distribution of the products or services of the Business without prior written consent of Buyeror that would adversely affect Purchaser’s ability to use, other than changes necessitated by management resignations deploy, exploit, market, distribute, sell or terminations for causeotherwise develop the Purchased Assets or amend or extend in a manner adverse to the Business any such covenant in any existing Transferred Contract; (f) maintain acquire by merging or consolidating with, or by purchasing a substantial portion of the Assets 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 a state of repair and condition that complies with Legal Requirements and is consistent with the requirements and normal conduct of aggregate, to the Business; (g) keep in full force and effect(i) institute, without amendment, all material rights settle or agree to settle any pending demand or Proceeding relating to or affecting the BusinessPurchased Assets or Assumed Liabilities (other than settlements of Proceedings (1) not involving Intellectual Property or Tax matters, (2) involving solely the payment of money damages (3) not involving an admission of liability) and (4) settled for less than US$150,000, or (ii) waive or surrender any rights related to any pending or threatened litigation to the extent relating to or affecting the Purchased Assets or Assumed Liabilities; (h) comply in all material respects enter into any financing or guarantee arrangement, agreement or undertaking with all Legal Requirements and contractual obligations applicable to the operations any customer of the BusinessBusiness or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Affiliates which would constitute an Assumed Liability (other than accounts payable incurred in the ordinary course of business consistent with past practice); (i) continue grant any allowances or discounts outside the ordinary course of business or sell inventory (1) materially in full force excess of reasonably anticipated consumption for the near term, or (2) outside the ordinary course of business and effect the insurance coverage under the policies set forth in Part 3.18 or substantially equivalent policiesinconsistent with past practice; (j) except as required make or change any material election in respect of Taxes, enter into any closing agreement in respect of Taxes, settle any claim or assessment in respect of Taxes, or consent to comply with ERISA any extension or to maintain qualification under Section 401(a) waiver of the Code, not amend, modify, or terminate any Employee Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Plan, not make any contributions to or with respect limitation period applicable to any Employee Plan without the express written consent claim or assessment in respect of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Date;Taxes; or (k) cooperate with Buyer and assist Buyer, agree or commit to do any of the extent reasonably requested by 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 Seller to Buyer, where permissible, or obtaining new Governmental Authorizations for Buyer; (l) upon request from time to time, execute and deliver all documents, make all truthful oaths, testify in any Proceedings, and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the Contemplated Transactions, all without further consideration; and (m) maintain all books and Records of Seller relating to the Business in the Ordinary Course of Businessforegoing.

Operation of the Business. Between the date of (a) Except as expressly provided in this Agreement and or the other Transaction Documents or as disclosed in Schedule 6.1 of the Sphinx Disclosure Letter or as may be necessary to comply with applicable Laws or consummate the Sphinx Pre-Closing Restructuring, from the Agreement Date until the Closing, Seller without the prior written approval of Arion (which approval shall not be unreasonably withheld or delayed), (x) Sphinx shall: (a) , and Sphinx shall cause its Subsidiaries to, continue to operate and conduct the Business only and the Purchased Entities in the Ordinary Course ordinary course of Business; business and (by) except as otherwise directed by Buyer in writingSphinx shall not, and without making Sphinx shall cause its Subsidiaries not to, take any commitment on Buyer’s behalf, use its Best Efforts to preserve intact the current Business and business organization, keep available the services 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; (c) confer with Buyer prior to implementing operational decisions of a material nature affecting the Business; (d) otherwise report periodically to Buyer concerning the status of the Businessfollowing actions with respect to the Purchased Entities, its operationsPurchased Shares, the Purchased Assets, the Assumed Liabilities or the Business (provided that any obligations of Sphinx and its finances; (e) make no material changes in management personnel of the Business without prior written consent of Buyer, other than changes necessitated by management resignations Subsidiaries pursuant to this Section 6.1 to take or terminations for cause; (f) maintain the Assets in a state of repair and condition that complies cause to be taken any action with Legal Requirements and is consistent with the requirements and normal conduct of the Business; (g) keep in full force and effect, without amendment, all material rights relating respect to the Business; (h) comply in all material respects with all Legal Requirements and contractual obligations Purchased Minority Interests shall be applicable only to the operations extent of the Business;Sphinx’s or its Subsidiary’s control of such Purchased Minority Interests and shall be subject to any fiduciary obligations of Sphinx or its Subsidiaries with respect to such Purchased Minority Interests): (i) continue in full force and effect amend or modify the insurance coverage under the policies set forth in Part 3.18 or substantially equivalent policiesOrganizational Documents of any Purchased Entity; (jii) except as required transfer, sell, lease, license or otherwise convey or dispose of, abandon or allow to comply lapse (other than at the expiration by its non-extendable and non-renewable term), or subject to any Lien (other than Sphinx Permitted Liens), (x) any of the Purchased Shares or (y) any of the Purchased Assets (or assets or property which would have been Purchased Assets, but for such transfer or disposition), in each case, individually or in the aggregate, material to the Business, in each case other than (A) sales or non-exclusive licenses of Products and Intellectual Property Rights to customers or other business partners in the ordinary course of business, (B) sales or dispositions of obsolete or inoperable Purchased Assets or (C) other than with ERISA respect to Intellectual Property Rights, any transfer, sale, lease, license or other transfers, sales, leases, licenses, conveyances and dispositions made in the ordinary course of business; (iii) (A) change, modify or issue any capital stock or other equity interests or securities convertible into or exchangeable or exercisable for, or subscriptions, rights or options with respect to, or warrants to maintain qualification under Section 401(apurchase, or other similar agreements or commitments relating to, the capital stock or other equity interests of any Purchased Entity or authorize any of the foregoing or (B) issue any capital stock, equity interests, options, warrants or other form of incentive equity of Sphinx or its Affiliates to any Business Employee (other than issuances described on Schedule 6.1(a)(iii) of the Code, not amend, modify, or terminate any Employee Plan without Sphinx Disclosure Letter made in the express written consent ordinary course of Buyer, business in connection with new hires and except as required promotions permitted under the provisions of any Employee Plan, not make any contributions to or this Section 6.1(a)); (iv) (x) with respect to any Employee Plan without Purchased Entity, declare, set aside, or pay any dividend or other distribution other than to the express written consent extent paid in full in cash prior to the Effective Time or (y) redeem, purchase or otherwise acquire any outstanding shares of Buyerany capital stock or other equity interest of any Purchased Entity (or any Person which, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of upon such Employee Plan on purchase, would become a plan-termination basis Purchased Entity as of the Closing Date), other than to the extent paid for in full in cash prior to the Effective Time, in each case only so long as such action does not or would not result in a Tax Liability that is or would reasonably be expected to be an Assumed Liability; (kv) cooperate with Buyer respect to any Purchased Entity, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization under local Law; (vi) with respect to any Purchased Entity, (x) make or change any Tax election, change any annual Tax accounting period, or adopt or change any method of accounting with respect to Taxes or (y) file any materially amended Tax Return, enter into any written agreement with any Taxing Authority relating to Taxes, fail to pay any material Tax that becomes due and assist Buyerpayable (including any estimated tax payments), settle or compromise any material Tax claim or assessment, surrender any material right to claim a Tax refund, relief or credit or consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment; (vii) (x) create, incur, assume or guarantee any Indebtedness, in respect of which any Purchased Entity would be an obligor following the Closing or which would constitute an Assumed Liability, other than (A) short-term Indebtedness in the ordinary course of business less than $1,000,000 in principal amount in the aggregate or (B) Indebtedness in respect of draws or claims under letters of credit, performance or surety bonds, bankers’ acceptances and similar facilities in the ordinary course of business consistent with past practices in an amount not to exceed $250,000 individually or $1,000,000 in the aggregate or (y) make any loans, investments or advances to any other Person, other than (A) routine advances of business expenses to employees and (B) extensions of credit to customers, in each case of subclauses (A) and (B) of this clause (y), in the ordinary course of business; (viii) (x) grant any material increase in the compensation or benefits arrangements of a Business Employee or under any Sphinx Benefit Plan or grant any new retention, severance or termination pay to any Business Employee or (y) enter into or amend any employment, consulting, indemnification, severance, retention or termination agreement with any Business Employee, in each case, other than, in the ordinary course of business (including with respect to promotions and annual length-of-service raises) with respect to Business Employees below the level of Director, or in connection with the employment by, or transition to, an Employing Entity of any Purchased Entity Employees (without any materially increased cost), (A) as reflected in the budget or financial forecast provided to Arion prior to the Agreement Date, (B) as required by any collective bargaining or other labor, works council or other similar agreements in effect on the Agreement Date or (C) as required by applicable Law from time to time in effect or by the terms of any employee benefit plan, program or arrangement sponsored by Sphinx or one of its Subsidiaries as in effect on the Agreement Date and in the form provided to Arion prior to the Agreement Date; or (z) adopt or establish any new Sphinx Benefit Plan (other than ordinary course renewals and/or changes required by the existing terms of such Sphinx Benefit Plan listed on Schedule 4.12(a) of the Sphinx Disclosure Letter) or terminate or amend any existing Sphinx Benefit Plan (other than ordinary course terminations for which Sphinx has adopted or established a corresponding similar replacement Sphinx Benefit Plan and/or amendments required by such Sphinx Benefit Plan and terminations and/or amendments to reflect required changes in Law and plan administration), or accelerate the time of payment, vesting or funding of any compensation or benefits under any Sphinx Benefit Plan (including any plan or arrangement that would be a Sphinx Benefit Plan if it was in effect on the date hereof) or otherwise (other than as required by the existing terms of such Sphinx Benefit Plan listed on Schedule 4.12(a) of the Sphinx Disclosure Letter or applicable Law); (ix) enter into or amend any collective bargaining agreement, labor agreement or works council agreement or the equivalent in any applicable jurisdiction with respect to the Business Employees except (x) as required by collective bargaining, labor or other works council agreements with such employees as in effect on the Agreement Date and disclosed in writing to Arion or (y) as required by applicable Law from time to time in effect; (x) recognize or certify any labor union, labor organization, works council or group of employees as the bargaining representative for any Business Employees, except as required by applicable Law from time to time in effect; (xi) enter into any Contract providing for the grant of exclusive sales, distribution, marketing or other exclusive rights, rights of refusal, rights of first negotiation or similar pre-emptive rights and/or terms to any Person related to the Business or the Purchased Assets; (xii) (x) settle or compromise any Proceeding involving amounts in excess of $3,000,000 or equitable relief or criminal penalties, unless all amounts paid in respect thereof are Excluded Liabilities or are paid or otherwise satisfied in full prior to the Closing, (y) enter into any consent decree or settlement agreement with any Governmental Authority or (z) cancel any third-party Indebtedness owed to the Business or any Purchased Entity; (xiii) make any material capital expenditures or material research and development expenditures other than (A) in the ordinary course of business and reasonably necessary for the continued operation of the Business or (B) in amounts not material and not in excess of the amounts contemplated in the Business’s current budget or financial forecast attached as Schedule 6.1(a)(xiii) of the Sphinx Disclosure Letter. (xiv) with respect to the Business or the Purchased Entities, acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or material portion of the assets of, any business or Person or division thereof; (xv) except as is required by applicable Law or by GAAP, make any material change in the Business’ methods, principles and practices of accounting; (xvi) except for any hire of an individual made in the ordinary course of business in accordance with ordinary course hiring practices to fill a vacancy arising due to cessation of employment of a Business Employee following the Agreement Date (with such new hire to have a substantially comparable role and terms and conditions of employment as such former employee), hire any individual who would be treated or characterized as a Business Employee with annual compensation (consisting of annual base salary and target cash bonus or commissions) in excess of $250,000, other than to fill the positions set forth on Schedule 6.1(a)(xvi) of the Sphinx Disclosure Letter consistent with the general employment terms set forth therein (the “Sphinx Open Positions”); (xvii) implement any employee layoffs related to Business Employees that may implicate the WARN Act; (xviii) (A) transfer or make provision for the transfer of the employment of any employee into the Business who, prior to such action, is not characterized as a Business Employee or otherwise provide for such employee to become characterized as a Business Employee (including changing the status of any employee of Sphinx or its Subsidiaries to that of a “Business Employee”), except transfers in order to fill (x) a Sphinx Open Position or (y) a position which arises as a result of the cessation of employment of a Business Employee following the Agreement Date or (B) transfer or make provision for the transfer of the employment of any employee out of the Business who, prior to such action, is characterized as a Business Employee or otherwise provide for any such employee to cease to be characterized as a Business Employee, except for terminations for “cause”; (xix) except in the ordinary course of business, (x) enter into any Contract that if in effect on the Agreement Date would be a Material Assigned Contract or (y) amend in any material respect, renew or waive any material provision of any existing Material Assigned Contract (other than automatic renewals in accordance with the terms of such Material Assigned Contract); (xx) (x) purchase or acquire any real property that is primarily related to the Business, or transfer, convey, sell or dispose of any Business Real Property or any After-Acquired Business Real Property or (y) except in the ordinary course of business, (A) enter into any Contract for the lease of any real property that is primarily related to the Business (other than Real Property Leases and Sublease Agreements in respect of Business Real Property in accordance with this Agreement), (B) amend in any material respect, renew or waive any material provision of any Real Property Lease (other than automatic renewals in accordance with the terms of such lease or renewals on forms no less favorable in all material respects in the aggregate to Sphinx or its Subsidiaries) or (C) rescind, allow to expire or terminate any Real Property Lease; or (xxi) enter into any agreement to do any of the foregoing. (b) If Sphinx or any of its Subsidiaries desires to take an action which would be prohibited pursuant to the foregoing clauses (i)-(xxi) without the written consent of Arion, prior to taking such action, Sphinx may request such written consent by sending an electronic mail or facsimile to the representative of Arion listed on Schedule 6.1(b) of the Sphinx Disclosure Letter and Arion may deliver to Sphinx its written consent (to the extent reasonably requested by Buyergranted) via electronic mail or facsimile. (c) Nothing contained in this Agreement shall give Arion, directly or indirectly, the right to control or direct the operations of the Business or the Purchased Entities and prior to the Closing, Sphinx and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their respective businesses and operations. (d) Notwithstanding any provision herein to the contrary, but subject to Section 6.19, prior to the Effective Time, without the consent of Arion, each of Sphinx and its Subsidiaries will, in identifying compliance with applicable Law, be permitted to (i) declare and pay dividends and distributions of, or otherwise transfer or advance, (A) to Sphinx or any Subsidiary thereof (other than by intercompany loan or advance or other transactions that result in the Governmental Authorizations required creation of an intercompany receivable of Sphinx or any of its Subsidiaries (other than the Purchased Entities) that is payable by Buyer a Purchased Entity that would remain outstanding following the Closing), (I) any Excluded Assets (including in connection with any “cash sweep” or cash management practices), (II) any other assets which are not Purchased Assets, so long as such action does not result in a liability that would reasonably be expected to operate be an Assumed Liability and (III) any Sphinx books and records that are not also Business Records that will be solely owned by Arion pursuant to Appendix A, or (B) to any Purchased Entity (other than by intercompany loan or advance or other transaction that results in the Business from and after creation of an intercompany receivable of Sphinx or any of its Subsidiaries (other than the Purchased Entities) that is payable by a Purchased Entity that would remain outstanding following the Closing Date and either transferring existing Governmental Authorizations or would otherwise be transferred to Arion or any of Seller to Buyerits Subsidiaries), where permissible(I) any Purchased Assets, (II) any Purchased Shares or (III) any Business Records, (ii) make any payments under, or obtaining new Governmental Authorizations for Buyer; repay (lin part or in full), any Indebtedness prior to the Effective Time, (iii) upon request from time to timeexecute, execute deliver and deliver all documentsperform obligations expressly required under this Agreement, make all truthful oaths, testify in any Proceedings, the Local Transfer Agreements and do all the other acts that may be reasonably necessary or desirable in the opinion of Buyer to Closing Transfer Documents and (iv) consummate the Contemplated Transactions, all without further consideration; and (m) maintain all books and Records of Seller relating to the Business in the Ordinary Course of BusinessSphinx Pre-Closing Restructuring.