Common use of Operation of the Company Clause in Contracts

Operation of the Company. During the period from the date of this Agreement to the Effective Time, except with the prior written consent of SUI (which consent shall not be unreasonably withheld, conditioned or delayed) or as specifically contemplated by this Agreement or the Omnibus Agreement or as set forth on Schedule 11.3, the Company shall, and shall cause each of its Subsidiaries to: (a) use all commercially reasonable efforts to carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance in all material respects with applicable Law and, to the extent consistent herewith, use commercially reasonable efforts to preserve intact in all material respects its current business organization, goodwill, ongoing businesses and Company’s qualification as a REIT within the meaning of the Code; (a) not enter into, assume or acquire any asset subject to any Tax Protection Agreement; (1) not declare, set aside or pay any dividends on, or make any other distributions in respect of, Company Shares or stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly‑owned by the Company, except (a) the authorization and payment of regular quarterly dividends that are consistent with past practices, and (b) the authorization and payment of any dividend or distribution necessary for the Company to maintain its qualification as a REIT under Section 856(c) of the Code, in each case with respect to the Company Shares; provided that the Company shall notify SUI of the proposed record date for any such distribution prior to such date, (2) not split, combine, adjust or reclassify any Company Shares or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for Company Common Stock or (3) except as expressly contemplated herein, purchase, redeem or otherwise acquire any Company Shares or any options, warrants or rights to acquire, or security convertible into, Company Shares; (c) (1) not change in any material respect that is adverse to Company any of its methods, principles or practices of accounting (including any method of accounting for Tax purposes) in effect or (2) not settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, except in the case of settlements or compromises relating to Taxes on real property or sales Taxes in an amount not to exceed, individually or in the aggregate, $50,000, or change any of its methods of reporting income or deductions for federal income Tax purposes from those employed in the preparation of its federal income Tax Return for the taxable year ended December 31, 2013, except as to clauses (1) and (2) as may be required by the SEC, applicable Law or GAAP;

Operation of the Company. (a) During the period from the date of this Agreement to the Effective Time, except with the prior written consent of SUI (which consent shall not be unreasonably withheld, conditioned or delayed) or as specifically contemplated by this Agreement or the Omnibus Agreement or as set forth on Schedule 11.3Pre-Closing Period, the Company shall, will carry on its business solely in the usual and shall cause each ordinary course consistent with past practice. Without limiting the generality of its Subsidiaries tothe foregoing: (ai) use all commercially reasonable efforts to carry on the Company shall conduct its businesses business and operations in the usual, regular and ordinary course and in substantially the same manner as heretofore such business and operations have been conducted and in compliance in all material respects with applicable Law and, prior to the extent consistent herewith, date of this Agreement; (ii) the Company shall use commercially reasonable efforts to preserve intact in all material respects its current business organization, goodwillkeep available the services of its current officers, ongoing businesses directors, employees, agents, consultants and other similar representatives and maintain its relations and good will with all suppliers, customers, landlords, creditors, employees and other Persons having business relationships with the Company’s qualification as a REIT within the meaning of the Code; (aiii) not enter into, assume or acquire any asset subject to any Tax Protection Agreementthe Company shall keep in full force all insurance policies maintained by it as of the date hereof; (1iv) the Company shall cause its officers to report regularly (but in no event less frequently than weekly) to nStor concerning the status of the Company's business; (v) the Company shall not declare, accrue, set aside or pay any dividends on, dividend or make any other distributions distribution in respect ofof any shares of Capital Stock, Company Shares and shall not repurchase, redeem or stock otherwise reacquire any shares of Capital Stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly‑owned by the Company, securities (except (a) the authorization and payment of regular quarterly dividends that are consistent with past practices, and (b) the authorization and payment of any dividend or distribution necessary for the Company to maintain its qualification as a REIT under Section 856(c) of the Code, in each case with respect to the Company Shares; provided that the Company may repurchase Company Common Stock from former employees pursuant to the terms of existing restricted stock purchase agreements); (vi) the Company shall notify SUI of the proposed record date for any such distribution prior to such datenot sell, (2) not split, combine, adjust or reclassify any Company Shares or issue or authorize the issuance of (i) any Capital Stock or other securities in respect ofsecurity, in lieu of (ii) any option or in substitution right to acquire any Capital Stock or other security, or (iii) any instrument convertible into or exchangeable for any Capital Stock or other security (except that the Company shall be permitted to issue Company Common Stock or (3) except as expressly contemplated herein, purchase, redeem or otherwise acquire any Company Shares or any options, warrants or rights to acquire, or security convertible into, Company Sharesemployees upon the exercise of outstanding Options and Warrants and to new employees consistent with its existing hiring policy; (cvii) (1) the Company shall not change in any material respect that is adverse to Company amend or waive any of its methodsrights under, principles or practices permit the acceleration of accounting vesting under, (including i) except to the extent expressly permitted under the terms of this Agreement, any method provision of accounting for Tax purposesany of its stock plans, (ii) in any provision of any agreement evidencing any outstanding Option, or (iii) any provision of any restricted stock purchase agreement; (viii) the Company shall not (i) amend or permit the adoption of any amendment to the Company's articles of organization or bylaws, (ii) effect or permit the Company to become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction, (2iii) form any subsidiary or acquire any equity interest or other interest in any other entity, or (iv) merge, consolidate or otherwise combine or agree to merge, consolidate or otherwise combine with any other Person; (ix) the Company shall not settle or compromise make any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxescapital expenditure, except for capital expenditures that, when added to all other capital expenditures made on behalf of the Company during the Pre-Closing Period, do not exceed $50,000 per month; (x) the Company shall not (i) enter into, or permit any of the assets owned or used by it to become bound by, any contract other than in the case ordinary course of settlements business consistent with past practice, or compromises relating (ii) amend or prematurely terminate, or waive any material right or remedy under, any such contract; (xi) the Company shall not (i) acquire, lease or license any right or other asset from any other Person, (ii) sell or otherwise dispose of, or lease or license, any right or other asset to Taxes on real property any other Person, or sales Taxes in an amount not to exceed(iii) waive or relinquish any right, individually except for assets acquired, leased, licensed or disposed of by the Company in the aggregateordinary course of business consistent with past practice; (xii) the Company shall not (i) lend money to any Person (except that the Company may make routine travel advances to employees in the ordinary course of business and may, $50,000consistent with its past practices, allow employees to acquire Company Common Stock in exchange for promissory notes upon exercise of Options), or (ii) incur or guarantee any indebtedness for borrowed money (except that the Company may make routine borrowings in the ordinary course of business under its line of credit with Xxxxx Fargo Credit, Inc.); (xiii) the Company shall not (i) establish, adopt or amend any employee benefit plan, (ii) pay any bonus or make any profit-sharing payment, cash incentive payment or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees, or (iii) hire any new employee whose aggregate annual compensation is expected to exceed $30,000; (xiv) the Company shall not change any of its methods of reporting income accounting or deductions for federal income accounting practices in any material respect; (xv) the Company shall not make any Tax purposes from those employed election; and (xvi) the Company shall not agree or commit to take any of the actions described in the preparation of its federal income Tax Return for the taxable year ended December 31, 2013, except as to clauses "(1) and (2) as may be required by the SEC, applicable Law or GAAP;v)" through "

Operation of the Company. During the period from the date of Except as expressly contemplated by this Agreement or as contemplated by Schedule 5(c), the Seller will, to the Effective Timeextent it has the Legal Right, except with cause the Company not to engage in any practice, take any action or enter into any transaction outside the Ordinary Course of Business without the prior written consent of SUI the Buyer (which consent shall not be unreasonably withheld, conditioned withheld or delayed). Subject to compliance with applicable Law, the Seller will confer on a regular and frequent basis (generally expected to be at least twice per month) with one or more representatives of the Buyer to report on operational matters and the general status of the Company and its operations and will promptly provide to the Buyer or its representatives copies of all filings it makes with respect to the Company with any Governmental Authority during such period. Without limiting the generality of the foregoing, during the period commencing on the date of this Agreement and continuing to the Closing Date, the Seller will, vote its Equity Interest in the Company (and cause each of the Seller’s representatives who act as specifically a committee member, officer or other representative of the Company to vote in such capacity) against the Company doing any of the following, in any case where such matter is subject to a vote (except as may be necessary or appropriate in case of force majeure or other emergency and except as expressly contemplated by this Agreement or by Schedule 5(c)), unless otherwise consented to by the Omnibus Agreement Buyer (which consent, if requested by the Seller, shall not be unreasonably withheld or as set forth on Schedule 11.3delayed): (i) sell, the Company shall, and shall cause each lease or otherwise dispose of any of its Subsidiaries to: (a) use all commercially reasonable efforts to carry on its businesses property or assets, in each case, other than sales of services in the usualOrdinary Course of Business and dispositions of obsolete, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance in all material respects with applicable Law anddamaged or defective parts, to the extent consistent herewith, use commercially reasonable efforts to preserve intact in all material respects its current business organization, goodwill, ongoing businesses and Company’s qualification as a REIT within the meaning of the Codesupplies or inventory; (aii) acquire (including by merger, consolidation or acquisition of Equity Interest or assets) any Person, make an investment in or a loan to any Person (other than loans to employees in amounts not enter intoto exceed in the aggregate outstanding amount $1.5 million and advances of credit to customers in the Ordinary Course of Business), assume or acquire (including by making capital expenditures or leasing (other than leases of equipment made in the Ordinary Course of Business)) any asset subject to any Tax Protection Agreementassets with an aggregate value in excess of $1.5 million; (1iii) not declareenter into any joint venture, set aside partnership or pay similar arrangement; (iv) incur or issue any dividends onIndebtedness or debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the Obligations of any Person, or make any other distributions in respect ofloans or advances, Company Shares or stock delay or postpone beyond the applicable due date the payment of accounts payable or other equity interests liabilities other than (A) endorsements of checks for deposit, (B) causing the issuance of letters of credit, performance bonds and similar Obligations in any Company Subsidiary that is not directly or indirectly wholly‑owned by the Company, except (a) the authorization and payment Ordinary Course of regular quarterly dividends that are Business consistent with past practices, and (b) the authorization and payment of any dividend or distribution necessary for the Company to maintain its qualification as a REIT under Section 856(c) of the Code, in each case with respect to the Company Shares; provided that the Company shall notify SUI of the proposed record date for any such distribution prior to such datepractice, (2C) capital lease Obligations that do not split, combine, adjust or reclassify any Company Shares or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for Company Common Stock or (3) except as expressly contemplated herein, purchase, redeem or otherwise acquire any Company Shares or any options, warrants or rights to acquire, or security convertible into, Company Shares; (c) (1) not change in any material respect that is adverse to Company any of its methods, principles or practices of accounting (including any method of accounting for Tax purposes) in effect or (2) not settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, except in the case of settlements or compromises relating to Taxes on real property or sales Taxes in an amount not to exceedexceed $1.5 million, individually or in the aggregate, $50,000and (D) repayments, in whole or in part, of working capital borrowings outside the Ordinary Course of Business; (v) cause or allow any part of the Company Assets to become subject to an Encumbrance, except for Permitted Encumbrances and other Encumbrances identified in Schedule 4(e)(i); (vi) issue, sell, pledge, dispose of, grant, encumber or authorize the issuance, sale, pledge, disposition, grant, repurchase, redemption or encumbrance of any Equity Interest in the Company or any Commitments with respect to any Equity Interest in the Company or declare, set aside or make any distributions or dividends in respect of any such Equity Interest except distributions of cash in the Ordinary Course of Business; provided, however, that an amount equal to any such distribution actually received by the Seller after the Deemed Closing Date and before the Closing Date shall constitute a Purchase Price Decrease (but only to the extent such distribution is not reflected in the Working Capital Adjustment); (vii) enter into, amend (or waive any right under) in any material respect, or terminate before the expiration of the term thereof, any material Company Contract other than to the extent any such contract terminates in accordance with its terms; (viii) allow any Permits to terminate or lapse other than expirations in accordance with their terms, in which case the Company shall use their commercially reasonable efforts to obtain an extension or replacement of such expired Permit; (ix) cancel or compromise any debt or claim, or settle any action, litigation, complaint, rate filing or administrative proceeding involving payment by the Company or to the Company, where the terms of all such settlements, cancellations or compromises adversely impact the Company after such settlement or agreement; (x) except as required by applicable Law, make, change or revoke any Tax election relevant to the Company or any Company Assets; (xi) change any accounting practices in any material respect with the exception of its methods of reporting income or deductions for federal income Tax purposes from those employed any changes in the preparation of its federal income Tax Return for the taxable year ended December 31, 2013, except as to clauses (1) and (2) as may be required accounting methodologies that have already been agreed upon by the SECCompany’s Equity Interest holders, applicable Law consistent with its Organizational Documents; (xii) amend the Company’s Organizational Documents; (xiii) utilize any Company Asset for any purpose other than in connection with the business of the Company as currently conducted; and (xiv) enter into any contract, agreement or GAAP;commitment to do any of the foregoing.

Operation of the Company. During 8.1 Notwithstanding any other provision hereof or contained in the period Articles of Association of the Company from time to time or the date Articles or the IFT Agreement during the continuance of this Agreement the Company shall not without first obtaining the prior consent in writing of at least three A Shareholders together holding not less than 75% of the issued A Shares and the holder(s) of more than half of the issued B Shares allow or permit to occur any of the events referred to in Part 1 of the Third Schedule in relation to the Effective Time, except with Company or any Subsidiary. 8.2 Notwithstanding any other provision hereof or contained in the Articles of Association of the Company from time to time or the Articles or the IFT Agreement during the continuance of this Agreement the Company shall not without the prior written consent approval of SUI (which consent shall not be unreasonably withheld, conditioned the Board allow or delayed) permit to occur any of the events referred to in Part 2 of the Third Schedule in relation to the Company or as specifically contemplated by this Agreement any Subsidiary. 8.3 Notwithstanding any provision to the contrary contained in the Articles of Association of the Company from time to time or the Omnibus Articles or the IFT Agreement or as set forth on Schedule 11.3, the Company shall, parties hereby mutually agree and undertake and shall cause each of its Subsidiaries touse their respective powers to procure that: (a) use all commercially reasonable efforts to carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance in all material respects with applicable Law and, to the extent consistent herewith, use commercially reasonable efforts to preserve intact in all material respects its current business organization, goodwill, ongoing businesses and Company’s qualification as a REIT within the meaning of the CodeCompany consists exclusively of the Business; (ab) all cheques or other bankers payment instructions (or series of related cheques or other bankers payment instructions) drawn by the Company or any of the Subsidiaries in excess of (pound)15,000 are signed by at least one A Director and one B Director PROVIDED that this sub-clause (b) shall not enter into, assume or acquire apply in respect of any asset subject payments to any Tax Protection Agreement; (1) not declareof the following: the Inland Revenue, set aside H.M. Customs & Excise, any Society Trust Account or pay any dividends on, or make any other distributions in respect of, Company Shares or stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly‑owned Prize Fund Trust Account maintained by the Company, except (a) IFT, IFT Management Limited or the authorization and principal service provider or to the payment of regular quarterly dividends that are consistent with past practices, and (b) monthly salaries via the authorization and payment of any dividend or distribution necessary for the Company to maintain its qualification as a REIT under Section 856(c) of the Code, in each case with respect to the Company Shares; provided that the Company shall notify SUI of the proposed record date for any such distribution prior to such date, (2) not split, combine, adjust or reclassify any Company Shares or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for Company Common Stock or (3) except as expressly contemplated herein, purchase, redeem or otherwise acquire any Company Shares or any options, warrants or rights to acquire, or security convertible into, Company SharesCompany's pay-roll system; (c) the board of directors of the Company determines the general policy of the Company (1including all strategies, budgets and guidelines) not change in (subject to the express provisions of this Agreement), including the scope of its respective activities and operations. 8.4.1. Where this Agreement provides that any material respect that is adverse to Company particular transaction or matter requires the consent, approval or agreement of IFT or the A Shareholders or the B Shareholders (or any of its methods, principles them) such consent approval or practices of accounting (including any method of accounting for Tax purposes) in effect or (2) not settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, except in the case of settlements or compromises relating to Taxes on real property or sales Taxes in an amount not to exceed, individually or in the aggregate, $50,000, or change any of its methods of reporting income or deductions for federal income Tax purposes from those employed in the preparation of its federal income Tax Return for the taxable year ended December 31, 2013, except as to clauses (1) and (2) as agreement may be required given subject to such terms and conditions as IFT or such A Shareholders or B Shareholders may impose and any breach of such terms and conditions by any person subject thereto shall ipso facto be deemed to be a breach of the SEC, applicable Law or GAAP;terms of this Agreement.

Operation of the Company. During Pending Closing. From the date hereof through the Effective Date, the Company and the Shareholders shall, except as otherwise provided herein and except as otherwise consented to by PJAM: (a) continue the Company's business and operations substantially in the same manner as heretofore, not undertake any transactions or enter into any contracts, commitments or arrangements other than in the ordinary course of business consistent with its past practices, and use their reasonable efforts to preserve the Company's present business and organization; (b) refrain from disposing of or encumbering or agreeing to dispose of or encumber any of the Company's assets other than (1) inventory sold in the ordinary course of business consistent with past practices, (2) disposition of worn out or obsolete assets which have been replaced with assets of equal or greater value, and (3) encumbrances of assets to secure the debt described in Section 5.1(o); (c) maintain the Licenses and not take any action, or refrain from taking any action, which could cause any of the Licenses to be revoked, restricted or suspended; (d) not make any commitment for capital expenditure in excess of $10,000; (e) take all commercially reasonable efforts necessary to maintain its tangible assets for the Surviving Corporation's use and benefit after the Effective Date (normal wear and tear excepted); (f) maintain its existing insurance coverage, subject to variations in amounts required by ordinary operations; (g) not terminate or amend, or suffer the termination or amendment of, any Material Contract or License except in the ordinary course of business; (h) not knowingly take or omit to take any action which would cause any of the representations and warranties made by it herein to be untrue or incorrect; (i) not declare or pay any dividend on, or make any distribution to the holders of, any of the Company Shares, except for distributions in an aggregate amount not to exceed $450,000, plus earnings of the Company otherwise taxable to the Shareholders in respect to the period from January 1, 1997 to May 26, 1997 or, if the date of this Agreement Closing shall not have occurred on or before June 6, 1997, to the Effective TimeDate; (j) not change its Articles of Incorporation or By-Laws; (k) maintain the Company's existence; (l) not authorize for issue or issue any additional shares of capital stock or securities or change or otherwise adjust the number of shares of capital stock outstanding; (m) not make any investment in any other Person, or enter into any material lease, license, contract or other instrument; (n) not increase the rate or change the nature of the compensation payable to the Company's employees, officers or directors; and (o) not incur or agree to incur any indebtedness for borrowed money, except with for indebtedness not to exceed the amounts permitted to be distributed pursuant to Section 5.1(i) above (on terms subject to the prior written consent approval of SUI (PJAM, which consent approval shall not be unreasonably withheld, conditioned or delayed) or as specifically contemplated by this Agreement or the Omnibus Agreement or as set forth on Schedule 11.3, the Company shall, and shall cause each of its Subsidiaries to: (a) use all commercially reasonable efforts to carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance in all material respects with applicable Law and, to the extent consistent herewith, use commercially reasonable efforts to preserve intact in all material respects its current business organization, goodwill, ongoing businesses and Company’s qualification as a REIT within the meaning of the Code; (a) not enter into, assume or acquire any asset subject to any Tax Protection Agreement; (1) not declare, set aside or pay any dividends on, or make any other distributions in respect of, Company Shares or stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly‑owned by the Company, except (a) the authorization and payment of regular quarterly dividends that are consistent with past practices, and (b) the authorization and payment of any dividend or distribution necessary for the Company to maintain its qualification as a REIT under Section 856(c) of the Code, in each case with respect to the Company Shares; provided that the Company shall notify SUI of the proposed record date for any such distribution prior to such date, (2) not split, combine, adjust or reclassify any Company Shares or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for Company Common Stock or (3) except as expressly contemplated herein, purchase, redeem or otherwise acquire any Company Shares or any options, warrants or rights to acquire, or security convertible into, Company Shares; (c) (1) not change in any material respect that is adverse to Company any of its methods, principles or practices of accounting (including any method of accounting for Tax purposes) in effect or (2) not settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, except in the case of settlements or compromises relating to Taxes on real property or sales Taxes in an amount not to exceed, individually or in the aggregate, $50,000, or change any of its methods of reporting income or deductions for federal income Tax purposes from those employed in the preparation of its federal income Tax Return for the taxable year ended December 31, 2013, except as to clauses (1) and (2) as may be required by the SEC, applicable Law or GAAP;).

Operation of the Company. During the period from From the date hereof until the earlier of the Closing or termination of this Agreement to the Effective Timein accordance with Section 9.1, except with the prior written consent of SUI (which consent shall not be unreasonably withheld, conditioned as expressly contemplated or delayed) or as specifically contemplated permitted by this Agreement or the Omnibus Agreement Agreement, as approved in writing by Purchaser, as required by Applicable Law, or as set forth on Schedule 11.35.1(c), the Company shall, and Seller shall cause each of the Company to: (i) operate and maintain its Subsidiaries to: (a) use all commercially reasonable efforts to carry on its businesses in the usualassets, regular properties and ordinary course business in substantially the same manner as heretofore conducted in which they have been operated and in compliance maintained before the date hereof in all material respects with applicable Law andrespects, (ii) retain all material permits, licenses and approvals necessary for the Company to lawfully conduct its business in the extent consistent herewith, manner currently conducted; (iii) use commercially reasonable efforts to preserve intact in all material respects its current business organization, goodwill, ongoing businesses and the Company’s qualification business organization and assets and maintain its rights and existing relations with customers, suppliers, vendors, employees and business associates, subject to changes in the ordinary course of business consistent with past practice; (iv) not enter into any new line of business or materially change its leasing, underwriting or other operating policies, except as a REIT within required by Applicable Laws or policies imposed by any Governmental Authority; (v) not issue, sell or otherwise permit to become outstanding, or authorize the meaning creation of, any additional Shares or other Equity Interests in the Company, enter into any agreement with respect to the foregoing, or effect any recapitalization, reclassification, stock split, or similar change in capitalization of the Code; Company; (avi) not enter into, assume modify, amend, renew or acquire terminate any asset subject to any Tax Protection Agreement; (1) not declareemployment, set aside or pay any dividends onconsulting, severance, retention, change in control, or make similar agreements or arrangements with any other distributions in respect ofdirector, Company Shares consultant, officer or stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly‑owned by employee of the Company, except (a) the authorization and payment of regular quarterly dividends that are consistent with past practices, and (b) the authorization and payment of or hire or engage any dividend full-time employee or distribution necessary for the Company to maintain its qualification as a REIT under Section 856(c) of the Codeconsultant, in each case other than as replacements for positions existing on the date hereof, or grant any salary or wage increase or bonus or increase any employee benefit (including incentive or bonus payments), except for changes that are required by Applicable Law and except for changes in the ordinary course of business consistent with respect to the Company Sharespast practice; provided that the Company shall notify SUI of the proposed record date for any such distribution prior to such date, (2vii) not split, combine, adjust or reclassify any Company Shares or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for Company Common Stock or (3) except as expressly contemplated herein, purchase, redeem or otherwise acquire any Company Shares or any options, warrants or rights to acquire, or security convertible enter into, Company Shares; establish, adopt, amend, modify or terminate (c) (1) not change in any material respect that is adverse to Company any of its methods, principles or practices of accounting (including any method of accounting for Tax purposes) in effect or (2) not settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, except in the case of settlements or compromises relating to Taxes on real property or sales Taxes in an amount not to exceed, individually or in the aggregate, $50,000, or change any of its methods of reporting income or deductions for federal income Tax purposes from those employed in the preparation of its federal income Tax Return for the taxable year ended December 31, 2013, except as to clauses (1) and (2) as may be required by Applicable Law, as contemplated by this Agreement, or pursuant to the SECregular annual renewal of insurance contracts) any Benefit Plan or take any action to accelerate the payment of benefits or the vesting or exercisability of any restricted stock, applicable Law phantom stock or other compensation or benefits payable thereunder; (viii) not sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any Person, or cancel, release or assign any indebtedness of any Person or any claims against any Person, in each case other than in the ordinary course, consistent with past practices; (ix) not acquire all or any material portion of the assets, business, properties or Equity Interests of any other Person; (x) not amend or modify the Company’s Organizational Document or Operating Document; (xi) not implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP;; (xii) not terminate, amend, or waive any provision of any material Contract, or enter into any new material Contract, in each case except in the ordinary course of business consistent with past practice; (xiii) not make, or commit to make, any capital expenditures that exceed $50,000 in the aggregate; (xiv) not fail to prepare or file or cause to be prepared or filed in a timely manner consistent with past practice (including with respect to the jurisdictions in which such Tax Returns are filed) all Tax Returns that are required to be filed (with extensions) before the Closing Date, fail to timely pay any Tax due (whether or not required to be shown on any such Tax Returns), make any Tax election other than in a manner consistent with past practice, or change or revoke any Tax election or Tax accounting method, file any amended Tax Return, or settle any Tax claim or assessment or consent to the extension or waiver of any statute of limitations with respect to Taxes (or offer or agree to do any of the foregoing or surrender its rights to do any of the foregoing or to claim any refund of Taxes or file any amended Tax Return); (xv) not take or allow any action that would result in the termination of the Company’s status as a validly electing S corporation within the meaning of Section 1361(a)(1) of the Code; and (xvi) not otherwise engage in any material transaction outside of the ordinary course of business.

Operation of the Company. During The Company will carry on its business solely in the period from usual and ordinary course consistent with past practice. Without limiting the date generality of this Agreement to the Effective Timeforegoing: (a) The Company will not, except with without the prior written consent of SUI CompuCom: (which consent shall i) authorize, issue or commit to issue any shares of its capital stock of any class (whether or not be unreasonably withheld, conditioned or delayedfrom treasury stock) or as specifically contemplated by this Agreement or other equity interests in the Omnibus Agreement or as set forth on Schedule 11.3Company, except for the issuance of shares of Company Common Stock upon the exercise of, and in accordance with, the Company shallOptions; (ii) split up, and shall cause each combine or reclassify any of its Subsidiaries to: (a) use all commercially reasonable efforts to carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance in all material respects with applicable Law and, to the extent consistent herewith, use commercially reasonable efforts to preserve intact in all material respects its current business organization, goodwill, ongoing businesses and Company’s qualification as a REIT within the meaning of the Code; (a) not enter into, assume or acquire any asset subject to any Tax Protection Agreement; (1) not declare, set aside or pay any dividends on, or make any other distributions in respect of, Company Shares or capital stock or other equity interests in the Company; (iii) grant, commit to grant, issue or commit to issue any options, warrants or other rights (including Options) to subscribe for or purchase any shares of its capital stock, other equity interests in the Company Subsidiary that is not or any security directly or indirectly wholly‑owned by convertible into or exchangeable for, or which in any manner confers upon the Companyholder thereof the right to acquire, except (a) the authorization and payment of regular quarterly dividends that are consistent with past practices, and (b) the authorization and payment any shares of any dividend class of its capital stock or distribution necessary for the Company to maintain its qualification as a REIT under Section 856(cother equity securities; (iv) of the Code, in each case with respect to the Company Shares; provided that the Company shall notify SUI of the proposed record date for any such distribution prior to such date, (2) not split, combine, adjust or reclassify any Company Shares or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for Company Common Stock or (3) except as expressly contemplated herein, purchase, redeem or otherwise acquire any Company Shares shares of its capital stock of any class or any options, warrants or rights to acquireequity interests in the Company, or security convertible intoany interest in or right to acquire any such shares or other equity interests in the Company; (v) declare, Company Shares; set aside for payment or pay any dividend on, or make any other distribution or payment with respect to, any share of its capital stock of any class or any other equity interests; (cvi) grant or pay any increase in the salaries or other compensation (1including, without limitation, perquisites) not change in any material respect that is adverse to Company of any of its methodsofficers or directors, principles grant or pay any bonus to any of its officers or directors other than paying bonuses to officers which have been earned as of the date of this Agreement pursuant to existing bonus plans of the Company, enter into any employment agreement or make any loan to or enter into any material transaction of any other nature with any of its officers or directors, take any action to institute any new severance or termination pay practices with respect to any of accounting its officers or directors, or increase the benefits payable under its severance or termination pay practices applicable to its officers or directors; (including vii) grant or pay any method increase in the salaries or other compensation (including, without limitation, perquisites) of accounting any of its employees, agents or consultants other than in the ordinary course of business consistent with past practice, grant or pay any bonus to any of its employees, agents or consultants other than in the ordinary course of business consistent with past practice, enter into any employment agreement or make any loan to or enter into any material transaction of any other nature with any of its employees, agents or consultants, take any action to institute any new severance or termination pay practice with respect to any of its employees, agents or consultants, or increase the benefits payable under its severance or termination pay practices applicable to its employees, (viii) grant any increase in the pension, retirement or other employment benefits of any character of, or grant any new benefits to, any of its officers, directors, or employees other than benefits to new employees no greater than those provided to existing employees, or, other than as contemplated by Section 4.6 or Section 7.11, amend or terminate, partially or completely, any Plan described in Section 5.15; (ix) create, incur, assume, guarantee, endorse, refinance, modify, extend, renew or otherwise become liable for Tax purposes(a) in effect any debt, obligation or other liability for money borrowed except pursuant to existing or planned lines of credit disclosed in, and the disclosure set forth in, Section 5.11(a) of the Disclosure Schedule or (2b) not settle any other debt, obligation or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxesother liability, except in the case ordinary course of settlements business consistent with past practice, cancel, pay, agree to cancel or compromises relating pay, or otherwise provide for a complete or partial discharge in advance of a scheduled payment date with respect to, any debt, obligation or other liability, or waive, cancel or compromise any right to Taxes on receive any direct or indirect payment or other benefit under any debt, obligation or other liability owing to the Company, except as otherwise contemplated hereby or in the ordinary course of business consistent with past practice; (x) dispose of or assign any of its material assets or properties or permit any of its assets and properties to be subjected to any Liens, except to the extent such disposition of any such Lien is made or incurred in the ordinary course of business consistent with past practice, or sell any part of its operations or business to any other Person; (xi) enter into any lease or contract for the purchase or sale of any property, real or personal, except in the ordinary course of business consistent with past practice, or terminate, modify, assign, release, relinquish or waive any right of the Company under any existing real property lease, or sales Taxes increase its obligations under real property leases, except in an amount not the ordinary course of business consistent with past practice and in accordance with the express terms of existing real property leases listed in Section 5.11(l) of the Disclosure Schedule; (xii) fail to exceedmaintain all material equipment and other material assets and properties in good working condition and repair according to the standards it has maintained to the date of this Agreement, subject only to ordinary wear and tear; (xiii) change or remove (x) the independent certified public accountants for the Company, (y) any operational, financial reporting accounting practice or policy or any assumption underlying such a practice or policy, or (z) any method of calculating any bad debt, contingency or other reserve for financial reporting purposes or for other accounting purposes; (xiv) except as set forth in Section 7.2(a)(xiii) of the Disclosure Schedule pursuant to documentation to which CompuCom consents in writing in advance, amend, modify or repeal, or propose to do, or permit or consent to any amendment, modification or repeal of its Articles of Incorporation or Bylaws or take any action with respect to such action; (xv) license any of its technology, Intellectual Property or Software except in the ordinary course of business consistent with past practice; (xvi) (A) merge, consolidate or otherwise combine or agree to merge, consolidate or otherwise combine with any other Person, (B) acquire all or substantially all, or a portion of all, the assets, capital stock or other equity securities of any other Person, or any business division of any other Person or (C) otherwise organize or acquire control or ownership of any other Person; (xvii) violate, breach or default, or take or fail to take any action that (with or without notice or lapse of time or both) would constitute a material violation, material breach or default under, any term or provision of any material Contract to which the Company is a party or by which any of its properties or assets is or may be bound and as to which such violation, breach or default could affect the validity or enforceability of this Agreement or any of the transactions contemplated hereby or, individually or in the aggregate, has or could reasonably be expected to have a Material Adverse Effect; (xviii) delay or postpone beyond normal past practice the payment of any material account payable or other debt, obligation or other liability; (xix) permit any increase in its aggregate obligations under operating leases involving personal property having a fair market value in excess of $50,0005,000; (xx) permit any increase in its aggregate obligations under capital leases involving assets having a fair market value in excess of $10,000; (xxi) except as disclosed in Section 5.11(j) of the Disclosure Schedule, make any capital expenditure in excess of $10,000 or make capital expenditures in excess of $20,000 in the aggregate; (xxii) enter into, or change become obligated under, any Contract, or change, amend, terminate or otherwise modify any Contract, except in the ordinary course of business consistent with past practice; (xxiii) enter into, directly or indirectly, any new transaction with any Affiliate of the Company; (xxiv) buy additional inventory pursuant to any vendor inventory buy-in program; or (xxv) without limitation of the matters set forth in this Article VI, enter into or become bound by any Contract, commitment, instrument or other document after the date hereof which is of a type, which would have been required to be disclosed pursuant to any clause of Section 5.11 had the Company been a party to, or had its business or any of its methods assets been bound by, such Contract, commitment, instrument or other document as of reporting income the date of this Agreement. (b) The Company will promptly advise CompuCom in writing of the commencement or deductions for federal income Tax purposes from those employed in threat of any claim, litigation, action, suit, inquiry or proceeding involving the preparation Company, its properties or assets, or any of its federal income Tax Return directors, officers or agents (in their capacities as such). (c) The Company shall furnish CompuCom with a copy of all amendments to the Company's Annual Report on Form 10-K, filed with the SEC for the taxable year ended December March 31, 2013, except as to clauses 1997 (1the "Company 10-K") and of any other form filed with the SEC under the Exchange Act from the date of filing of the Company 10-K to the Effective Time of the Merger. (2d) as may be required by The Company will use its reasonable commercial efforts to (i) preserve intact its present business organization, reputation and customer relations, (ii) keep available the SECservices of its present officers, directors, employees, agents, consultants and other similar representatives, (iii) maintain all its licenses, qualifications and authorizations to do business in each jurisdiction in which it is so licensed, qualified or authorized, (iv) maintain in full force and effect all contracts, documents and arrangements referred to in Section 5.11, and (v) continue all current marketing and selling activities relating to the business, operations or affairs of the Company. (e) The Company will comply, in all material respects, with all Legal Requirements applicable Law to its business, operations or GAAP;affairs.

Operation of the Company. During Between the period Agreement Date and the Closing Date, the Company will, and will cause the Bank, to: (a) conduct its business only in the Ordinary Course of Business and in compliance with all Legal Requirements, and continue to make all normal expenditures and incur all regular expenses necessary to continue the Bank’s business, consistent with past practice, provided, however, that the Company and the Bank shall expressly be permitted to transfer to any third party, including the Principal Stockholder, the following assets with any or no consideration as the board of directors of the Company or the Bank, in its sole discretion, shall approve: (i) title to any personal property used in the home office of the Chairman of the Company; (ii) any ownership interest in the human resources business known as “HR for You” together with any tangible or intangible property used by the Company or the Bank solely in connection with such business listed on Section 4.18 of the Schedules; (iii) any interest in the lease for the Bank of Xxxxx location currently held by Grant Park Financial Services, LLC; and (iv) any interest in the real property located in Arcola, Illinois and listed on Section 4.18 of the Schedules; (b) use its Best Efforts to preserve intact its current business organization, keep available the services of its current officers, employees and agents, and maintain the goodwill of its suppliers, customers, landlords, creditors, employees, agents and others who have business relationships with it; (c) confer with Acquiror concerning operational matters of a material nature; (d) enter into loan transactions only in accordance with sound credit practices and only on terms and conditions that are not materially more favorable than those available to the borrower from competitive sources in arm’s-length transactions, and in connection therewith, from the date of this Agreement Date to the Effective TimeClosing, shall not: (i) except with the prior written consent of SUI (Acquiror which consent shall not be unreasonably withheld, conditioned enter into any new credit or delayednew lending relationships with any Person and such Person’s Borrowing Affiliate (as defined below) that is not in the Ordinary Course of Business; or (ii) other than incident to a reasonable loan restructuring, extend additional credit to any Person and any director or officer of, or any owner of a Material Interest in, such Person (any of the foregoing with respect to a Person being referred to as specifically contemplated a “Borrowing Affiliate”) if such Person or such Borrowing Affiliate is the obligor under any indebtedness to the Bank which constitutes a non-performing loan or against any part of such indebtedness the Bank has established loss reserves or any part of which has been charged-off by the Bank, provided, however, that nothing in this Agreement Section 6.2(d)(ii) shall prohibit the Company or the Omnibus Agreement or as Bank from honoring any contractual obligation set forth on Schedule 11.3, Section 4.17 of the Company shall, and shall cause each of its Subsidiaries to:Schedules; (ae) use all commercially reasonable efforts to carry on its businesses in the usualconsistent with past practice, regular maintain an allowance for possible loan and ordinary course in substantially the same manner as heretofore conducted and in compliance lease losses which is adequate in all material respects under the requirements of GAAP to provide for possible losses, net of recoveries relating to loans previously charged off, on loans outstanding (including accrued interest receivable), and charge-off any loans or leases that would be deemed uncollectible in accordance with applicable Law and, to the extent consistent herewith, use commercially reasonable efforts to preserve intact in all material respects its current business organization, goodwill, ongoing businesses GAAP or any Legal Requirements and Company’s qualification as a REIT within the meaning of the Codeplace on non-accrual any loans or leases that are past due greater than ninety (90) days; (af) not enter intomaintain all of its assets necessary for the conduct of its business in good operating condition and repair, assume reasonable wear and tear and damage by fire or acquire any asset subject unavoidable casualty excepted, and maintain policies of insurance upon its assets and with respect to any Tax Protection Agreementthe conduct of its business in amounts and kinds comparable to that in effect on the Agreement Date and pay all premiums on such policies when due; (1g) not declarebuy or sell any security held, set aside or intended to be held, for investment, but such restriction shall not affect the buying and selling by the Bank of federal funds or the reinvestment of dividends paid on any securities owned by the Company or the Bank as of the Agreement Date; (h) except as permitted in or required by Section 6.18 below, not declare or pay any dividends on, or make any other similar distributions in respect ofof cash or property to any of the Company’s or the Bank’s directors, Company Shares officers, employees or stock shareholders, other than regular salary or other equity interests in any Company Subsidiary that is not directly or indirectly wholly‑owned by the Company, except (a) the authorization and payment of regular quarterly dividends that are consistent with past practices, and (b) the authorization and payment of any dividend or distribution necessary for the Company to maintain its qualification as a REIT under Section 856(c) of the Code, in each case with respect to the Company Shares; provided that the Company shall notify SUI of the proposed record date for any such distribution prior to such date, (2) not split, combine, adjust or reclassify any Company Shares or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for Company Common Stock or (3) except as expressly contemplated herein, purchase, redeem or otherwise acquire any Company Shares or any options, warrants or rights to acquire, or security convertible into, Company Sharesearned compensation; (ci) file in a timely manner all required filings with all Regulatory Authorities and cause such filings to be true and correct in all material respects; (1j) not change record and carry on its books and records the net realizable value of OREO, with such value to be supported by reasonable documentation of the same; (k) maintain its books, accounts and records in any material respect that is adverse the Ordinary Course of Business, on a basis consistent with prior years; (l) comply with all Legal Requirements and Contracts; and (m) report periodically to Company any Acquiror concerning the status of its methodsbusiness, principles or practices of accounting (including any method of accounting for Tax purposes) in effect or (2) not settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, except in the case of settlements or compromises relating to Taxes on real property or sales Taxes in an amount not to exceed, individually or in the aggregate, $50,000, or change any of its methods of reporting income or deductions for federal income Tax purposes from those employed in the preparation of its federal income Tax Return for the taxable year ended December 31, 2013, except as to clauses (1) operations and (2) as may be required by the SEC, applicable Law or GAAP;finances.

Operation of the Company. During the period from the date of this Agreement to the Effective Time, except with the prior written consent of SUI (which consent shall not be unreasonably withheld, conditioned or delayed) or as specifically contemplated by this Agreement or the Omnibus Agreement or as set forth on Schedule 11.3, the Company shall, and shall cause each of its Subsidiaries to: : (a) use all commercially reasonable efforts to carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance in all material respects with applicable Law and, to the extent consistent herewith, use commercially reasonable efforts to preserve intact in all material respects its current business organization, goodwill, ongoing businesses and Company’s qualification as a REIT within the meaning of the Code; ; (a) not enter into, assume or acquire any asset subject to any Tax Protection Agreement;; (b) (1) not declare, set aside or pay any dividends on, or make any other distributions in respect of, Company Shares or stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly‑owned by the Company, except (a) the authorization and payment of regular quarterly dividends that are consistent with past practices, and (b) the authorization and payment of any dividend or distribution necessary for the Company to maintain its qualification as a REIT under Section 856(c) of the Code, in each case with respect to the Company Shares; provided that the Company shall notify SUI of the proposed record date for any such distribution prior to such date, (2) not split, combine, adjust or reclassify any Company Shares or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for Company Common Stock or (3) except as expressly contemplated herein, purchase, redeem or otherwise acquire any Company Shares or any options, warrants or rights to acquire, or security convertible into, Company Shares; ; (c) ) (1) not change in any material respect that is adverse to Company any of its methods, principles or practices of accounting (including any method of accounting for Tax purposes) in effect or (2) not settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, except in the case of settlements or compromises relating to Taxes on real property or sales Taxes in an amount not to exceed, individually or in the aggregate, $50,000, or change any of its methods of reporting income or deductions for federal income Tax purposes from those employed in the preparation of its federal income Tax Return for the taxable year ended December 31, 2013, except as to clauses (1) and (2) as may be required by the SEC, applicable Law or GAAP;; (e) not amend the Organizational Documents of the Company or any of its Subsidiaries; (f) (i) maintain all financial books and records in all material respects in accordance with GAAP (or any interpretation thereof), (ii) to not make any material change to its methods of accounting in effect as of the date hereof, except as required by a change in GAAP (or any interpretation thereof) or in applicable Law, or (iii) to not make any change, other than in the ordinary course of business consistent with past practice, with respect to accounting policies, unless required by GAAP; (g) duly and timely file all material reports and other material documents required to be filed with any Governmental Authority; (h) not adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization; and (i) not authorize, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Operation of the Company. During After Closing, as long as Shareholders are or may become entitled to TRC Shares pursuant to the period from the date Initial Exchange under Section 2.2 (a) (ii) and Earnout Exchange under Section 2.2(c) of this Agreement and so long as annual EBIT for the Company exceeds 75% of the targets set forth under Section 2.2 (b) above for the indicated Earnout Periods, (a) the Company will continue to operate its business substantially as it has been operated before the Closing; (b) the Company will not merge or consolidate with another entity or be dissolved; (c) the Company will be provided adequate capital for its operations and projected expansion; (d) there will be a five-member management committee (the "Management Committee") composed of Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxxx, F. Xxxxxx Xxxxxxxxx, and two (2) members appointed by Parent, or their successors, which will meet at least quarterly to discuss overall policy objectives and guidance and direction for the Company [such Management Committee shall be a consultative body and will operate in the spirit of cooperation and consensus without the need for formal voting, provided however, that to the Effective Timeextent any matter is submitted to a vote it will require a two-thirds (2/3) majority for approval]; (e) after the discussion of the Management Committee, Xxxxxx X. Xxxxxx (or his designee) shall have the sole right to hire and fire employees of the Company; (f) neither the Parent nor any of its subsidiaries shall solicit or hire an employee of the Company to become an employee of the Parent or any of its subsidiaries; (g) the Parent shall provide the Company with sufficient financial and other resources to pursue reasonable business opportunities in the Company's areas of expertise; (h) except with as provided in the Agreement or in the Employment Agreements, there shall not be any material change in the compensation paid or benefits provided to any Seller without the approval of Xxxxxx X. Xxxxxx; and (i) the name of the Company shall not be changed without the prior written consent of SUI (which consent shall not be unreasonably withheld, conditioned Xxxxxx X. Xxxxxx or delayed) or as specifically contemplated by this Agreement or the Omnibus Agreement or as set forth on Schedule 11.3, the Company shall, and shall cause each of its Subsidiaries to: (a) use all commercially reasonable efforts to carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance in all material respects with applicable Law and, to the extent consistent herewith, use commercially reasonable efforts to preserve intact in all material respects its current business organization, goodwill, ongoing businesses and Company’s qualification as a REIT within the meaning of the Code; (a) not enter into, assume or acquire any asset subject to any Tax Protection Agreement; (1) not declare, set aside or pay any dividends on, or make any other distributions in respect of, Company Shares or stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly‑owned by the Company, except (a) the authorization and payment of regular quarterly dividends that are consistent with past practices, and (b) the authorization and payment of any dividend or distribution necessary for the Company to maintain its qualification as a REIT under Section 856(c) of the Code, in each case with respect to the Company Shareshis designee; provided that the Company Company's name may be changed without Xxxxxx X. Xxxxxx'x consent to include "TRC" in the Company's present name. Until Xxxxxx X. Xxxxxx designates one or more successors, he shall notify SUI serve as Chief Executive Officer of the proposed record date Company with authority and responsibility for strategy and policy, and Xxxx X. Xxxxxxxxx shall serve as Chief Operating Officer of the Company with responsibility for the day-to-day operations of the Company. In the event EBIT for any such distribution prior to such date, fiscal year falls below seventy-five per cent (75%) of the Targets specified in Section 2) not split, combine, adjust or reclassify any Company Shares or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for Company Common Stock or (3) except as expressly contemplated herein, purchase, redeem or otherwise acquire any Company Shares or any options, warrants or rights to acquire, or security convertible into, Company Shares; . 2 (c) (1) not change in any material respect that is adverse to Company any of its methods, principles or practices of accounting (including any method of accounting for Tax purposes) in effect or (2) not settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, except in the case of settlements or compromises relating to Taxes on real property or sales Taxes in an amount not to exceed, individually or in the aggregate, $50,000, or change any of its methods of reporting income or deductions for federal income Tax purposes from those employed in the preparation of its federal income Tax Return above for the taxable year ended December 31indicated Earnout Periods, 2013the foregoing provisions may at Parent's option no longer apply, except as and Parent may take whatever steps Parent in its sole discretion deems necessary to clauses (1) and (2) as may be required by the SEC, applicable Law or GAAP;operate Company.

Operation of the Company. During the period from the date of this Agreement to the Effective Time, except with the prior written consent of SUI (which consent shall not be unreasonably withheld, conditioned or delayed) or as specifically contemplated by this Agreement or the Omnibus Agreement or Except as set forth on Schedule 11.36.02 or as otherwise expressly contemplated by this Agreement, during the Effective Period, the Company shallwill conduct the Business in the ordinary course of the Business consistent with past practice. During the Effective Period, the Company shall pay its debts and Taxes when due unless subject to a good faith dispute and, in the case of Taxes, for which adequate reserves have been established, pay or perform other Liabilities and obligations in the ordinary course of the Business subject to good faith disputes over whether payment or performance is owing, and shall cause each of its Subsidiaries to: (a) use all commercially reasonable efforts to carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance in all material respects with applicable Law and, to the extent consistent herewith, use commercially reasonable efforts to preserve intact its present business organizations, keep available the services of its employees, consultants and contractors, preserve its relationships with key customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, maintain all of its cannabis-related Permits and continue the Projects in all material respects its current business organizationaccordance with the applicable Project Plans. During the Effective Period, goodwillthe Company and each Seller will promptly notify Parent and Buyer of any event or occurrence of which it receives knowledge, ongoing businesses and Company’s qualification as that the Company or such Seller believes could reasonably be expected to have a REIT within Material Adverse Effect. Without limiting the meaning generality of the Code;foregoing, except as set forth on Schedule 6.02 or expressly contemplated by this Agreement, during the Effective Period, no Seller will allow the Company to do, and the Company will not do, any of the following without the prior written consent of Parent and Buyer (which solely for this purposes may be consented to via email), which may be withheld in their sole discretion: (a) not enter into, assume adopt any change to the Company LLC Agreement or any of its other organizational or governance documents or the rights and preferences of the Company Interests; (b) merge or consolidate with any other Person or acquire equity interests or assets of any asset subject other Person other than (i) acquisitions of supplies and inventory the ordinary course of business, and (ii) capital expenditures permitted by Section 6.02(k), or effect any business combination, joint venture, partnership, recapitalization or similar transaction; (c) sell, lease, license, encumber or otherwise dispose of any material amount of tangible or intangible assets, securities or other property, individually or in the aggregate, in excess of except in the ordinary course of Business (including the sale of Inventory consistent with past practices); (d) enter into any real estate transaction involving a real estate investment trust or enter into any sale-leaseback transaction or similar real estate transaction; (e) issue any debt or equity securities of any kind, including any membership interests, options, warrants, borrowed money, notes or instruments convertible into any equity securities, other than the draws on the Bridge Loan or the other indebtedness described in Section 6.08; (f) create or assume any loan pursuant to the provisions of the CARES Act; (g) make or change any election in respect of Taxes, amend, modify or otherwise change any filed Tax Return, adopt or request permission of any taxing authority to change any accounting method in respect of Taxes, enter into any closing agreement in respect of Taxes, settle any claim or assessment in respect of Taxes other than settlements of any claim or assessment which contain a release of all claims in exchange for a payment of monetary amount, surrender or allow to expire any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes or in respect to any Tax Protection Agreementattribute that would give rise to any claim or assessment of Taxes, or claim any Tax credits under Section 2301 of the CARES Act; (1h) not declare, set aside or pay any dividends on, or make any other distributions in respect of, Company Shares or stock dividend or other equity interests in any Company Subsidiary that is not directly or indirectly wholly‑owned by the Company, except (a) the authorization and payment of regular quarterly dividends that are consistent with past practices, and (b) the authorization and payment of any dividend or distribution necessary for the Company to maintain its qualification as a REIT under Section 856(c) of the Code, in each case with respect to the Company Shares; provided that Interests or make any loans, advances or payments to any Sellers, other than (i) in connection with existing indebtedness owed by the Company shall notify SUI to any Seller (including any amounts payable or distributable to pay such Seller for any Taxes of such Seller (or its direct and indirect equityholders in the proposed record date case of any Seller classified as a partnership or disregarded entity for income Tax purposes) for the original issue discount for any such distribution prior to such date, (2indebtedness) not split, combine, adjust or reclassify any Company Shares or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for Company Common Stock or (3ii) except as expressly contemplated herein, purchase, redeem or otherwise acquire any Tax distributions to Sellers made pursuant to the terms of the Company Shares or any options, warrants or rights to acquire, or security convertible into, Company SharesLLC Agreement; (ci) create or incur any Encumbrance (1other than Permitted Encumbrances) not change in any material respect that is adverse to Company on any of its methodsassets or properties; (j) make any loan, principles advance or practices capital contribution to or investment in any other Person other than trade credit in the ordinary course of accounting the Business; (including k) make any method capital expenditure that is not consistent with the Project Plans or in excess of accounting for Tax purposesin the aggregate; (l) grant to any employee, consultant or contractor who earns in effect excess of per year any increase in compensation or (2) not settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxesbenefits, except in the case ordinary course of settlements the Business and consistent with past practice or compromises relating to Taxes on real property as may be required under existing Contracts; (m) enter into or sales Taxes in an amount not to exceed, individually establish or in the aggregate, $50,000, amend or change modify any of its methods of reporting income or deductions for federal income Tax purposes from those employed in the preparation of its federal income Tax Return for the taxable year ended December 31, 2013Benefit Plan, except as to clauses (1) and (2) as may be required by the SEC, applicable Law or GAAPthe existing Benefit Plans; (n) enter into any new employment or consulting Contract with an employee or contractor resulting in payments by the Company of more than or collective bargaining Contract; (o) enter into or amend any Related Party Transaction; (p) terminate or amend any Material Contract; (q) enter into any settlement with respect to any Action against or relating to it other than settlements of any Action which contain a release of all claims in exchange for a payment of monetary amount not to exceed (r) change any method of accounting or accounting principles or practice or cash management services unless required by applicable Law; (s) transfer any cannabis-related Permits or Permit applications or enter into any management services agreements; or (t) agree, commit or enter into any arrangement or understanding to do any of the foregoing.

Operation of the Company. During the period from (a) Except as specifically provided in this Agreement, between the date of this Agreement and the Closing Date, the Company shall: (i) maintain its books of account and records in the usual and ordinary manner, and in conformity with its past practices; (ii) pay accounts payable and other obligations when they become due and payable in the ordinary course of business consistent with past practices except to the Effective Timeextent disputed in good faith; (iii) conduct its business, if any, in the ordinary course consistent with past practices, or as required by this Agreement; (iv) pay all taxes when due and file all Company Tax Returns on or before the due date therefor except to the extent disputed in good faith; (v) make appropriate provisions in its books of account and records for taxes relating to its operations during such period (regardless of whether such taxes are required to be reflected in a tax return having a due date on or prior to the Closing Date); (vi) withhold all taxes required to be withheld and remitted by or on behalf of the Company in connection with amounts paid or owing to any Company personnel or other person, and pay such taxes to the proper governmental authority or set aside such taxes in accounts for such purpose; (vii) make all required filings on a timely basis with the SEC or anyother state, federal or local regulatory body, including, without limitation, making all filings under the Exchange Act, on a timely basis so as to maintain Company's status as a reporting Company in good standing under the Exchange Act; and (viii) comply with the listing requirements of, and take all steps reasonably necessary to maintain Company's listing on, the OTC Bulletin Board. (b) Without the prior written consent of SUI (which consent shall not be unreasonably withheldEHOME, conditioned or delayed) or as specifically contemplated by between the date of this Agreement and the Closing Date (or the Omnibus Agreement or as set forth on Schedule 11.3termination of this Agreement), the Company shall, and shall cause each of its Subsidiaries tonot: (ai) use all commercially reasonable efforts issue or promise to carry on its businesses in the usualissue any capital stock or any options, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance in all material respects with applicable Law andwarrants or other rights to subscribe for or purchase any capital stock or any securities convertible into or exchangeable or exercisable for, or rights to the extent consistent herewithpurchase or otherwise acquire, use commercially reasonable efforts to preserve intact in all material respects its current business organization, goodwill, ongoing businesses and Company’s qualification as a REIT within the meaning any shares of the Codecapital stock of the Company; (aii) not enter into, assume or acquire any asset subject to any Tax Protection Agreement; (1) not declare, set aside declare or pay any dividends on, on or make any other distributions (whether in cash, stock or property) in respect of, Company Shares or stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly‑owned by the Company, except (a) the authorization and payment of regular quarterly dividends that are consistent with past practices, and (b) the authorization and payment of any dividend of its capital stock, or distribution necessary for the Company to maintain its qualification as a REIT under Section 856(c) of the Code, in each case with respect to the Company Shares; provided that the Company shall notify SUI of the proposed record date for any such distribution prior to such date, (2) not split, combine, adjust combine or reclassify any Company Shares of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock; (iii) enter into any material contract or commitment, or amend or otherwise modify or waive any of the terms of any of its material contracts, other than in the ordinary course of business consistent with past practice, or violate or terminate any such material contracts; (iv) transfer, assign or license to any person or entity any rights to its intellectual property other than in the ordinary course of business consistent with past practice; (v) enter into or amend any agreements pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of its products or intellectual property; (vi) adopt or amend any employee benefit or stock purchase or option plan; (vii) except as may be required or reasonably necessary in order to complete the transactions contemplated by this Agreement, agree to borrow any funds, incur any indebtedness or directly or indirectly guarantee or agree to guarantee the obligations of others, or draw or borrow on any lines of credit that may be available to the Company; (viii) place or allow to be placed a lien or encumbrance on any of the assets of the Company; (ix) pay, discharge or satisfy in an amount in excess of $5,000 in any one case or $30,000 in the aggregate, any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) arising other than in the ordinary course of business, other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Company's financial statements; (x) make any capital expenditures, capital additions or capital improvements except in the ordinary course of business and consistent with past practice; (xi) materially reduce the amount of any material insurance coverage provided by existing insurance policies; (xii) terminate or waive any right of substantial value; (xiii) commence a lawsuit other than (1) for the routine collection of bills, (2) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Company Common Stock prior to the filing of such a suit, or (3) except as expressly contemplated herein, purchase, redeem or otherwise acquire any Company Shares or any options, warrants or rights to acquire, or security convertible into, Company Sharesfor a breach of this Agreement; (cxiv) (1) not change in any material respect that is adverse to Company sell, lease, license or otherwise dispose of or encumber any of its methods, principles properties or practices of accounting (including any method of accounting for Tax purposes) in effect or (2) not settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, except in the case of settlements or compromises relating to Taxes on real property or sales Taxes in an amount not to exceedassets which are material, individually or in the aggregate, $50,000to its business, except in the ordinary course of business consistent with past practice; (xv) commit any act or omit to do any act which will cause a breach of this Agreement or any other material agreement, contract, lease or commitment to which the Company is party; (xvi) violate any law or governmental approval, including, without limitation any federal or state securities laws; (xvii) make any loan, advance, distribution or payment of any type or to any Person other than as contemplated by this Agreement; (xviii) amend its Articles of Incorporation or Bylaws; (xix) except as contemplated by this Agreement, consolidate with, or change agree to merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any business or any Person or division thereof; (xx) make any tax election or settle or compromise any tax liability other than in the ordinary course of business consistent with past practices; (xxi) lease or purchase or agree to lease or purchase any assets or properties; or (xxii) take, or agree in writing or otherwise to take, any action which would make any of its methods of reporting income representations or deductions for federal income Tax purposes warranties contained in this Agreement untrue or incorrect in any material respect or prevent it from those employed performing or cause it not to perform its covenants hereunder in the preparation of its federal income Tax Return for the taxable year ended December 31, 2013, except as to clauses (1) and (2) as may be required by the SEC, applicable Law or GAAP;any material respect.

Operation of the Company. During S BUSINESS. Unless permitted by Parent, during the period from the date of this Agreement to the Effective Time, except with the prior written consent of SUI (which consent shall not be unreasonably withheld, conditioned or delayed) or as specifically contemplated by this Agreement or the Omnibus Agreement or as set forth on Schedule 11.3, the Company shall, and shall cause each of its Subsidiaries toPre-Closing Period: (a) use all commercially reasonable efforts to carry on the Company shall conduct its businesses business and operations in the usual, regular and ordinary course and in substantially the same manner as heretofore such business and operations have been conducted and in compliance in all material respects with applicable Law and, prior to the extent consistent herewith, date of this Agreement; (b) the Company shall use commercially reasonable efforts to preserve intact in all material respects its current business organization, goodwillkeep available the services of its current officers and employees and maintain its relations and good will with all suppliers, ongoing businesses customers, landlords, creditors, employees and other Persons having business relationships with the Company’s qualification as a REIT within the meaning of the Code; (ac) not enter into, assume the Company shall keep in full force all insurance policies identified in Part 2.17 of the Disclosure Schedule or acquire any asset subject to any Tax Protection Agreementprocure substantial similar policies; (1d) the Company shall cause its officers to report regularly (but in no event less frequently than weekly) to Parent concerning the status of the Company's business; (e) the Company shall not declare, accrue, set aside or pay any dividends on, dividend or make any other distributions distribution in respect ofof any shares of capital stock, Company Shares and shall not repurchase, redeem or otherwise reacquire any shares of capital stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly‑owned by the Company, except securities; (af) the authorization and payment of regular quarterly dividends that are consistent with past practices, and (b) the authorization and payment of any dividend or distribution necessary for the Company to maintain its qualification as a REIT under Section 856(c) of the Code, in each case with respect to the Company Shares; provided that the Company shall notify SUI of the proposed record date for any such distribution prior to such datenot sell, (2) not split, combine, adjust or reclassify any Company Shares or issue or authorize the issuance of (i) any capital stock or other securities in respect ofsecurity, in lieu of (ii) any option or in substitution for Company Common Stock right to acquire any capital stock or other security, or (3iii) except as expressly contemplated herein, purchase, redeem any instrument convertible into or otherwise acquire exchangeable for any Company Shares capital stock or any options, warrants or rights to acquire, or security convertible into, Company Sharesother security; (cg) the Company shall not amend the Company's Certificate of Incorporation or bylaws, or become a party to any Acquisition Transaction; (h) the Company shall not form any subsidiary or acquire any equity interest or other interest in any other Entity; (i) the Company shall not make any capital expenditure, except for capital expenditures that, when added to all other capital expenditures made on behalf of the Company during the Pre-Closing Period, do not on average exceed $20,000 per month; (j) the Company shall not (i) enter into, or permit any of the material assets owned or used by it to become bound by, any Encumbrance, or (ii) amend or prematurely terminate, or waive any material right or remedy under, any Material Contract; (k) the Company shall not: (1) except in the ordinary course of business consistent with past practice (i) acquire, lease or license any right or other asset from any other Person (except as otherwise required under this Agreement), (ii) sell or otherwise dispose of, or lease or license, any right or other asset to any other Person, or (iii) waive or relinquish any right, except for assets acquired, leased, licensed or disposed of by the Company pursuant to Contracts that are not change in any material respect that is adverse to Company any of its methods, principles or practices of accounting (including any method of accounting for Tax purposes) in effect Material Contracts or (2) enter into any transaction material to the business or assets of the Company; (l) the Company shall not settle or compromise (i) lend money to any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating Person (except that the Company may make routine travel advances to Taxes, except employees in the case ordinary course of settlements business) or compromises relating to Taxes on real property (ii) incur or sales Taxes in an amount guarantee any indebtedness for borrowed money; (m) the Company shall not to exceed(i) establish, individually adopt or in the aggregateamend any Employee Benefit Plan, $50,000(ii) pay any bonus or make any profit-sharing payment, cash incentive payment or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees (except under the acquisition bonus program described in Part 2.15(j) of the Disclosure Schedule), or (iii) hire any new employee whose aggregate annual compensation is expected to exceed $50,000 (other than Xxx Xxxxxxxx, a resident of Oregon, who has been extended an offer of employment by the Company as of the date hereof); (n) the Company shall not change any of its methods of reporting income accounting or deductions for federal income accounting practices in any material respect; (o) the Company shall not make any Tax purposes from those employed election; (p) the Company shall not commence or settle any material Legal Proceeding; (q) the Company shall not agree or commit to take any of the actions described in the preparation of its federal income Tax Return for the taxable year ended December 31, 2013, except as to clauses "(1) and e)" through "(2) as may be required by the SEC, applicable Law or GAAP;p)" above.

Operation of the Company. During the period from the date of Except as expressly contemplated by this Agreement or as contemplated by Schedule 5(c), the Seller will, to the Effective Timeextent it has the Legal Right, except with cause the Company not to engage in any practice, take any action or enter into any transaction outside the Ordinary Course of Business without the prior written consent of SUI the Buyer (which consent shall not be unreasonably withheld, conditioned withheld or delayed). Subject to compliance with applicable Law, the Seller will confer on a regular and frequent basis (generally expected to be at least twice per month) with one or more representatives of the Buyer to report on operational matters and the general status of the Company and its operations and will promptly provide to the Buyer or its representatives copies of all filings it makes with respect to the Company with any Governmental Authority during such period. Without limiting the generality of the foregoing, during the period commencing on the date of this Agreement and continuing to the Closing Date, the Seller will, vote its Equity Interest in the Company (and cause each of the Seller’s representatives who act as specifically a committee member, officer or other representative of the Company to vote in such capacity) against the Company doing any of the following, in any case where such matter is subject to a vote (except as may be necessary or appropriate in case of force majeure or other emergency or to comply with any provisions of the Company’s Organizational Documents with respect to providing approvals in the best interests of the Company and except as expressly contemplated by this Agreement or by Schedule 5(c)), unless otherwise consented to by the Omnibus Agreement Buyer (which consent, if requested by the Seller, shall not be unreasonably withheld or as set forth on Schedule 11.3delayed): (i) sell, the Company shall, and shall cause each lease or otherwise dispose of any of its Subsidiaries to: (a) use all commercially reasonable efforts to carry on its businesses property or assets, in each case, other than sales of services in the usualOrdinary Course of Business and dispositions of obsolete, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance in all material respects with applicable Law anddamaged or defective parts, to the extent consistent herewith, use commercially reasonable efforts to preserve intact in all material respects its current business organization, goodwill, ongoing businesses and Company’s qualification as a REIT within the meaning of the Codesupplies or inventory; (aii) acquire (including by merger, consolidation or acquisition of Equity Interest or assets) any Person, make an investment in or a loan to any Person (other than loans to employees in amounts not enter intoto exceed in the aggregate outstanding amount $10.0 million and advances of credit to customers in the Ordinary Course of Business), assume or acquire (including by making capital expenditures or leasing (other than leases of equipment made in the Ordinary Course of Business)) any asset subject to any Tax Protection Agreementassets with an aggregate value in excess of $10.0 million; (1iii) not declareenter into any joint venture, set aside partnership or pay similar arrangement; (iv) incur or issue any dividends onIndebtedness or debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the Obligations of any Person, or make any other distributions in respect ofloans or advances, Company Shares or stock delay or postpone beyond the applicable due date the payment of accounts payable or other equity interests liabilities other than (A) endorsements of checks for deposit, (B) causing the issuance of letters of credit, performance bonds and similar Obligations in any Company Subsidiary that is not directly or indirectly wholly‑owned by the Company, except (a) the authorization and payment Ordinary Course of regular quarterly dividends that are Business consistent with past practices, and (b) the authorization and payment of any dividend or distribution necessary for the Company to maintain its qualification as a REIT under Section 856(c) of the Code, in each case with respect to the Company Shares; provided that the Company shall notify SUI of the proposed record date for any such distribution prior to such datepractice, (2C) capital lease Obligations that do not split, combine, adjust or reclassify any Company Shares or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for Company Common Stock or (3) except as expressly contemplated herein, purchase, redeem or otherwise acquire any Company Shares or any options, warrants or rights to acquire, or security convertible into, Company Shares; (c) (1) not change in any material respect that is adverse to Company any of its methods, principles or practices of accounting (including any method of accounting for Tax purposes) in effect or (2) not settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, except in the case of settlements or compromises relating to Taxes on real property or sales Taxes in an amount not to exceedexceed $10.0 million, individually or in the aggregate, $50,000and (D) repayments, in whole or in part, of working capital borrowings outside the Ordinary Course of Business; (v) cause or allow any part of the Company Assets to become subject to an Encumbrance, except for Permitted Encumbrances and other Encumbrances identified in Schedule 4(e)(i); (vi) issue, sell, pledge, dispose of, grant, encumber or authorize the issuance, sale, pledge, disposition, grant, repurchase, redemption or encumbrance of any Equity Interest in the Company or any Commitments with respect to any Equity Interest in the Company or declare, set aside or make any distributions or dividends in respect of any such Equity Interest except distributions of cash in the Ordinary Course of Business; provided, however, that an amount equal to any such distribution actually received by the Seller after the Deemed Closing Date and before the Closing Date shall constitute a Purchase Price Decrease (but only to the extent such distribution is not reflected in the Working Capital Adjustment); (vii) enter into, amend (or waive any right under) in any material respect, or terminate before the expiration of the term thereof, any material Company Contract other than to the extent any such contract terminates in accordance with its terms; (viii) allow any Permits to terminate or lapse other than expirations in accordance with their terms, in which case the Company shall use their commercially reasonable efforts to obtain an extension or replacement of such expired Permit; (ix) cancel or compromise any debt or claim, or settle any action, litigation, complaint, rate filing or administrative proceeding involving payment by the Company or to the Company, where the terms of all such settlements, cancellations or compromises adversely impact the Company after such settlement or agreement; (x) except as required by applicable Law, make, change or revoke any Tax election relevant to the Company or any Company Assets; (xi) change any accounting practices in any material respect with the exception of its methods of reporting income or deductions for federal income Tax purposes from those employed any changes in the preparation of its federal income Tax Return for the taxable year ended December 31, 2013, except as to clauses (1) and (2) as may be required accounting methodologies that have already been agreed upon by the SECCompany’s Equity Interest holders, applicable Law consistent with its Organizational Documents; (xii) amend the Company’s Organizational Documents; (xiii) utilize any Company Asset for any purpose other than in connection with the business of the Company as currently conducted; and (xiv) enter into any contract, agreement or GAAP;commitment to do any of the foregoing.

Operation of the Company. During the period from the date of Except as expressly contemplated by this Agreement or as contemplated by Schedule 5(c), the Seller will cause the Company not to engage in any practice, take any action or enter into any transaction outside the Effective Time, except with Ordinary Course of Business without the prior written consent of SUI the Buyer (which consent shall not be unreasonably withheld, conditioned withheld or delayed). Subject to compliance with applicable Law, the Seller will confer on a regular and frequent basis (generally expected to be at least twice per month) with one or more representatives of the Buyer to report on operational matters and the general status of the Company and its operations and will promptly provide to the Buyer or its representatives copies of all filings it makes with respect to the Company with any Governmental Authority during such period. Without limiting the generality of the foregoing, without the consent of the Buyer (which consent, if requested by the Seller, shall not be unreasonably withheld or delayed), during the period commencing on the date of this Agreement and continuing to the Closing Date, except as specifically expressly contemplated by this Agreement or the Omnibus Agreement or as set forth on by Schedule 11.35(c), the Company shall, and Seller shall cause each the Company not to do or agree to do any of its Subsidiaries tothe following: (ai) use all commercially reasonable efforts to carry on sell, lease or otherwise dispose of any of its businesses property or assets, in each case, other than sales of services in the usualOrdinary Course of Business and dispositions of obsolete, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance in all material respects with applicable Law anddamaged or defective parts, to the extent consistent herewith, use commercially reasonable efforts to preserve intact in all material respects its current business organization, goodwill, ongoing businesses and Company’s qualification as a REIT within the meaning of the Codesupplies or inventory; (aii) acquire (including by merger, consolidation or acquisition of Equity Interest or assets) any Person, make an investment in or a loan to any Person (other than loans to employees in amounts not enter intoto exceed in the aggregate outstanding amount $1.0 million and advances of credit to customers in the Ordinary Course of Business), assume or acquire (including by making capital expenditures or leasing (other than leases of equipment made in the Ordinary Course of Business)) any asset subject to any Tax Protection Agreementassets with an aggregate value in excess of $1.0 million; (1iii) not declareenter into any joint venture, set aside partnership or pay similar arrangement; (iv) incur or issue any dividends onIndebtedness or debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the Obligations of any Person, or make any other distributions in respect ofloans or advances, Company Shares or stock delay or postpone beyond the applicable due date the payment of accounts payable or other equity interests liabilities other than (A) endorsements of checks for deposit, (B) causing the issuance of letters of credit, performance bonds and similar Obligations in any Company Subsidiary that is not directly or indirectly wholly‑owned by the Company, except (a) the authorization and payment Ordinary Course of regular quarterly dividends that are Business consistent with past practices, and (b) the authorization and payment of any dividend or distribution necessary for the Company to maintain its qualification as a REIT under Section 856(c) of the Code, in each case with respect to the Company Shares; provided that the Company shall notify SUI of the proposed record date for any such distribution prior to such datepractice, (2C) capital lease Obligations that do not split, combine, adjust or reclassify any Company Shares or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for Company Common Stock or (3) except as expressly contemplated herein, purchase, redeem or otherwise acquire any Company Shares or any options, warrants or rights to acquire, or security convertible into, Company Shares; (c) (1) not change in any material respect that is adverse to Company any of its methods, principles or practices of accounting (including any method of accounting for Tax purposes) in effect or (2) not settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, except in the case of settlements or compromises relating to Taxes on real property or sales Taxes in an amount not to exceedexceed $1.0 million, individually or in the aggregate, $50,000and (D) repayments, in whole or in part, of working capital borrowings outside the Ordinary Course of Business; (v) cause or allow any part of the Company Assets to become subject to an Encumbrance, except for Permitted Encumbrances and other Encumbrances identified in Schedule 4(e)(i); (vi) issue, sell, pledge, dispose of, grant, encumber or authorize the issuance, sale, pledge, disposition, grant, repurchase, redemption or encumbrance of any Equity Interest in the Company or any Commitments with respect to any Equity Interest in the Company or declare, set aside or make any distributions or dividends in respect of any such Equity Interest except distributions of cash in the Ordinary Course of Business and dividends or distributions of the proceeds from the sales of ECam and South Pass in accordance with the exercise of the Interest Exclusion Option to the extent such amounts are excluded from Working Capital (Actual); provided, however, that an amount equal to any such distribution actually received by the Seller after the Deemed Closing Date and before the Closing Date shall constitute a Purchase Price Decrease (but only to the extent such distribution is not reflected in the Working Capital Adjustment); (vii) enter into, amend (or waive any right under) in any material respect, or terminate before the expiration of the term thereof, any material Company Contract other than to the extent any such contract terminates in accordance with its terms; (viii) allow any Permits to terminate or lapse other than expirations in accordance with their terms, in which case the Company shall use their commercially reasonable efforts to obtain an extension or replacement of such expired Permit; (ix) cancel or compromise any debt or claim, or settle any action, litigation, complaint, rate filing or administrative proceeding involving payment by the Company or to the Company, where the terms of all such settlements, cancellations or compromises adversely impact the Company after such settlement or agreement; (x) except as required by applicable Law, make, change or revoke any Tax election relevant to the Company or any Company Assets; (xi) change any accounting practices in any material respect with the exception of its methods of reporting income or deductions for federal income Tax purposes from those employed any changes in the preparation of its federal income Tax Return for the taxable year ended December 31, 2013, except as to clauses (1) and (2) as may be required accounting methodologies that have already been agreed upon by the SECCompany’s Equity Interest holders, applicable Law consistent with its Organizational Documents; (xii) amend the Company’s Organizational Documents; (xiii) utilize any Company Asset for any purpose other than in connection with the business of the Company as currently conducted; and (xiv) enter into any contract, agreement or GAAP;commitment to do any of the foregoing.

Operation of the Company. (a) During the period from Pre‑Closing Period, except (w) as required or contemplated under this Agreement, (x) as required by applicable Legal Requirements or to the extent necessary to comply with obligations under any Material Contract in effect as of the date of this Agreement to the Effective Timehereof, except (y) with the prior written consent of SUI (Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or (z) or as specifically contemplated by this Agreement or the Omnibus Agreement or as set forth on Schedule 11.3in Section 4.2 of the Company Disclosure Schedule, the Company shallwill, and shall will cause each of its Subsidiaries to: (a) , use all its respective commercially reasonable efforts to carry on (A) conduct its businesses business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance in all material respects respects; (B) maintain its existence in good standing pursuant to applicable Legal Requirement; (C) preserve intact its material assets, properties, Contracts or other material legally binding understanding, licenses and business organizations; and (D) preserve the current relationships with applicable Law andmaterial customers, vendors, distributors, partners, lessors, licensors, creditors, contracts and other Persons with which the Company and its Subsidiaries have material business relations; provided, that (1) no action by, or the failure to act of, the Company or any of its Subsidiaries to the extent consistent herewithrequired to comply with Section 4.2(b) shall constitute a breach of this Section 4.2(a), use commercially reasonable efforts and (2) any failure to preserve intact take any action prohibited by Section 4.2(b) shall not be deemed a breach of this Section 4.2(a). (b) During the Pre-Closing Period, except (w) as required or contemplated under this Agreement, (x) as required by applicable Legal Requirements, (y) with the written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or (z) as set forth in all material respects Section 4.2 of the Company Disclosure Schedule, the Company shall not, and shall cause its current business organizationSubsidiaries not to: (i) (A) establish a record date for, goodwilldeclare, ongoing businesses and set aside, make or pay any dividend or other constructive, deemed or actual distribution in respect of any shares of its capital stock (including the Company Common Stock), whether payable in cash, stock, property or otherwise, except for dividends or other distributions by a Subsidiary of the Company to the Company, or (B) repurchase, redeem or otherwise reacquire any of its shares of capital stock (including any Company Common Stock), or any rights, warrants or options to acquire any shares of its capital stock, other than: (1) repurchases or reacquisitions of Shares outstanding as of the date hereof pursuant to the Company’s qualification right (under written commitments in effect as of the date hereof) to purchase or reacquire Shares held by a REIT Company Associate only upon termination of such associate’s employment or engagement by the Company; (2) repurchases of Company Stock Awards (or shares of capital stock issued upon the exercise or vesting thereof) outstanding on the date hereof (in cancellation thereof) pursuant to the terms of any such Company Stock Award (in effect as of the date hereof) between the Company and a Company Associate or member of the Company Board only upon termination of such Person’s employment or engagement by the Company; (3) in connection with withholding to satisfy the exercise price or Tax obligations with respect to Company Stock Awards to the extent required under the terms of any such Company Stock Award (in effect as of the date hereof); (4) the purchase of Shares in accordance with the terms of the Company ESPP in effect as of the date hereof; or (5) pursuant to transactions solely between or among the Company and its Subsidiaries; (ii) adjust, split, reverse split, combine, subdivide or reclassify any shares of its capital stock (including the Company Common Stock) or other equity interests; (iii) sell, issue, grant, deliver, pledge, transfer, dispose of, encumber or authorize the issuance, sale, delivery, pledge, transfer, disposal of, encumbrance or grant by the Company or any of its Subsidiaries (other than pursuant to agreements in effect as of the date of this Agreement) of (A) any capital stock, equity interest or other security of the Company or any of its Subsidiaries, (B) any option, call, warrant, restricted securities or right to acquire any capital stock, equity interest or other security of the Company or any of its Subsidiaries or (C) any instrument convertible into or exchangeable for any capital stock, equity interest or other security of the Company or any of its Subsidiaries (except that the Company may (1) issue Shares as required to be issued in accordance with the Company Equity Plans in effect as of the date hereof and the terms of the applicable Company Stock Award in effect as of the date hereof upon the settlement of RSUs or PSUs outstanding on the date of this Agreement, or upon the exercise of Company Options outstanding as of the date of this Agreement, (2) issue Shares in respect of any awards outstanding under the Company ESPP in respect of the Current ESPP Offering Period, (3) to the extent required under the terms of an applicable Company Stock Award in effect as of the date hereof, sell shares upon exercise, settlement or sales, as applicable, of Company Options, RSUs, or PSUs if necessary to effectuate a direction of the holder upon exercise, settlement or sales to satisfy, as applicable, the exercise price or Tax obligations with respect to Company Options, RSUs, or PSUs, (4) authorize purchases of shares under a Rule 10b5-1 plan, (5) issue Shares, cash or any combination of Shares and cash pursuant to the terms of the 2029 Indenture and (6) issue such securities in transactions solely between or among the Company and its Subsidiaries; (iv) except as required by the terms of any Employee Plan or as otherwise permitted under Section 4.2(b)(i) or Section 4.2(b)(iii), (i) establish, adopt, terminate or amend any Employee Plan (or any plan, program, arrangement, practice or agreement that would be an Employee Plan if it were in existence on the date hereof), or amend or waive any of its rights under, or accelerate the vesting under, any provision of any of the Employee Plans (or any plan, program, arrangement, practice or agreement that would be an Employee Plan if it were in existence on the date hereof), (ii) provide increases in salary, wages or benefits to any current or former Company Associate, other than increases in base compensation in the ordinary course of business in respect of any non-executive officer employee whose annual base compensation does not equal or exceed $250,000 after giving effect to such increase; (iii) grant to any current or former Company Associate any equity or equity-based awards under the Company Equity Plans or otherwise; or (iv) grant to any current or former Company Associate any right to reimbursement, indemnification or payment for any Taxes incurred under Section 409A or Section 4999 of the Code (except that the Company and its Subsidiaries may: (A) amend any Employee Plans to the extent required by applicable Legal Requirements; (B) replace, renew or extend a broadly applicable Employee Plan that provides health and welfare benefits in the ordinary course of business, provided such replacement, renewal or extension does not materially increase the cost of such Employee Plan or benefits provided under such Employee Plan based on the cost on the date of this Agreement, and (C) make annual or quarterly bonus or commission payments to the extent earned in accordance with the terms of the Employee Plans set forth on Section 2.18(e) of the Company Disclosure Schedule; (v) (A) enter into (1) any change-of-control agreement with any executive officer, employee or independent contractor or (2) any retention agreement with any executive officer, or (B) enter into (1) any employment, severance or other material agreement with any executive officer or director or (2) any employment or severance agreement with any non‑executive officer employee with an annual base salary equal to or greater than $250,000 or any consulting agreement with an independent contractors with an annual base compensation greater than $250,000 or (C) hire, engage, or terminate the employment or engagement of any employee with an annual base salary equal to or in excess of $250,000 or independent contractor with an annual base compensation equal to or in excess of $250,000; (vi) amend, amend and restate or permit the adoption of any amendment or amendment and restatement to its Certificate of Incorporation or bylaws or other charter or organizational documents; (vii) acquire any business or Entity (including by merger, consolidation or acquisition of stock or assets) for consideration that is individually in excess of $1,000,000 or in the aggregate in excess of $5,000,000, except for any acquisition of materials from suppliers in the ordinary course of business; (viii) make any loans, advances or capital contributions to, or investments in, any other Person, except for (A) loans solely between or among the Company and its Subsidiaries, (B) advances for employee expenses in the ordinary course of business or (C) the extension of trade credit in the ordinary course of business, consistent with past practice; (ix) enter into any joint venture, partnership, limited liability company, strategic alliance, profit sharing or similar arrangement (x) make or authorize any capital expenditure except (A) in accordance with the Company’s capital expenditure budget as set forth on Section 4.2(b)(x) on the Company Disclosure Schedule or (B) capital expenditures not addressed by the foregoing clause (A) that do not exceed $500,000 individually or $2,000,000 in the aggregate during any fiscal year; (xi) sell, lease, transfer, license, or otherwise dispose of or assign any material portion of its tangible properties or tangible assets for consideration that is individually in excess of $500,000 or in the aggregate in excess of $2,000,000, except for and excluding (A) dispositions in the ordinary course of business (including selling inventory and entering into non‑exclusive license agreements with customers and service providers in the ordinary course of business), (B) transfers between or among the Company and its Subsidiaries, (C) dispositions of obsolete, surplus or worn out tangible assets that are no longer useful in the conduct of the business of the Company and its Subsidiaries, or (D) voluntary terminations or surrenders of leases or subleases of real property in the ordinary course of business; (xii) create, assume, guarantee, incur any Indebtedness or issue any debt securities after the date of this Agreement except for and excluding (A) Indebtedness reasonably necessary to finance capital expenditures permitted under Section 4.2(b)(x), and (B) borrowings by the Company of Indebtedness of the Company or any of its Subsidiaries under its existing facilities; (xiii) sell, assign, transfer, lease, license, encumber, abandon or permit to lapse any of its material Intellectual Property; (xiv) except in the ordinary course of business, make, change, or revoke any material Tax election or settle or compromise any material Tax claim, amend any material Tax Return, affirmatively surrender any right to claim a refund of material Taxes, or enter into any “closing agreement” within the meaning of Section 7121 of the CodeCode (or any similar provision of state, local, or non-U.S. Law) in respect of material Taxes with any Taxing Authority; (axv) commence any Legal Proceeding, except with respect to: (A) routine matters in the ordinary course of business pursuant to which the amounts at issue do not exceed $2,500,000; (B) in such cases where the Company reasonably determines in good faith that the failure to commence suit would result in a material impairment of a valuable aspect of the businesses of the Company and its Subsidiaries (provided, that the Company consults with Parent and considers the views and comments of Parent with respect to such Legal Proceedings prior to commencement thereof); or (C) in connection with a breach of this Agreement or any other agreements contemplated hereby; (xvi) settle, release, waive or compromise any Legal Proceeding or other claim (or threatened Legal Proceeding or other claim), other than (A) any Legal Proceeding relating to a breach of this Agreement or any other agreements contemplated hereby, (B) a settlement in connection with or related to any matter disclosed in Section 2.13 of the Company Disclosure Schedule that results solely in a monetary obligation involving only the payment of monies by the Company and its Subsidiaries of not more than $2,500,000 in the aggregate; (C) a settlement that results solely in a monetary obligation involving only the payment of monies by the Company and its Subsidiaries of not more than $500,000 in the aggregate or any material injunctive or equitable relief, or imposing material restrictions, on the business activities of the Company and its Subsidiaries, taken as a whole; or (D) a settlement that results in no monetary obligation of the Company or any of its Subsidiaries or the receipt of payment by the Company or its Subsidiaries; provided, that no such settlement may involve any material injunctive or equitable relief, or impose material restrictions, on the business activities of the Company and its Subsidiaries, taken as a whole; (xvii) enter into, assume negotiate, amend or acquire extend any asset subject collective bargaining agreement or other agreement with any labor organization or works council (except to any Tax Protection Agreementthe extent required by applicable Legal Requirements); (1xviii) not declare, set aside take any action that would constitute a “mass layoff” or pay any dividends on“plant closing” within the meaning of, or make would otherwise trigger notice requirements under, the Worker Adjustment and Retraining Notification Act of 1988 or any similar Legal Requirement; (xix) adopt a plan or agreement of complete or partial liquidation or dissolution, consolidation, restructuring, recapitalization or other distributions reorganization of the Company and its Subsidiaries (xx) abandon, withdraw, terminate, suspend, abrogate, amend or modify in any material respect any Governmental Authorizations in a manner which is adverse to the Company and its Subsidiaries; (xxi) enter into any new line of business material to the Company and its Subsidiaries, taken as a whole, or form a new Subsidiary of the Company; (xxii) cancel, reduce, terminate or fail to maintain in effect material insurance policies covering the Company and its Subsidiaries and their respective properties, assets and businesses; (xxiii) modify or amend any rights under any Material Contract in a manner that is adverse in any material respect to the Company and its Subsidiaries, taken as a whole, or terminate any Material Contract (other than any Material Contract that has expired in accordance with its terms); (xxiv) change its fiscal year, revalue any of its material assets or change any of its material financial, actuarial, reserving or Tax accounting methods or practices in any respect, except as required by GAAP or Legal Requirements; or (xxv) authorize any of, or agree or commit to take, any of the actions described in this Section 4.2(b). (c) As soon as reasonably practicable following the date hereof, the Company Shares or stock or other equity interests shall use reasonable best efforts to reasonably cooperate with Purchaser in any Company Subsidiary that is not directly or indirectly wholly‑owned by the Company, except (a) the authorization and payment of regular quarterly dividends that are consistent with past practices, and (b) the authorization and payment of any dividend or distribution necessary order for the Company to maintain its qualification as purchase (or finance) an earthquake insurance policy covering building, property and business interruption for applicable Company properties through a REIT under Section 856(c) of the Code, in each case with respect to the Company Sharesnationally recognized insurance carrier or carriers; provided that the Company shall notify SUI not be required to spend more than $2,500,000 to purchase such coverage. Subject to the foregoing, such reasonable cooperation shall include coordinating on the amount of such insurance, taking into account the business of the proposed record date for any such distribution Company and what is reasonably available in the market. Notwithstanding the foregoing, nothing contained herein shall give to Parent or Merger Sub, directly or indirectly, the right to control or direct the operations of the Company and its Subsidiaries prior to such datethe Effective Time. Prior to the Effective Time, (2) not spliteach of Parent and the Company shall exercise, combineconsistent with the terms and conditions hereof, adjust or reclassify any Company Shares or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for Company Common Stock or (3) except as expressly contemplated herein, purchase, redeem or otherwise acquire any Company Shares or any options, warrants or rights to acquire, or security convertible into, Company Shares; (c) (1) not change in any material respect that is adverse to Company any complete control and supervision of its methods, principles or practices of accounting (including any method of accounting for Tax purposes) in effect or (2) not settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, except in the case of settlements or compromises relating to Taxes on real property or sales Taxes in an amount not to exceed, individually or in the aggregate, $50,000, or change any of and its methods of reporting income or deductions for federal income Tax purposes from those employed in the preparation of its federal income Tax Return for the taxable year ended December 31, 2013, except as to clauses (1) and (2) as may be required by the SEC, applicable Law or GAAP;Subsidiaries’ respective operations.

Operation of the Company. During S BUSINESS. Unless permitted by Purchaser, during the period from the date of this Agreement to the Effective Time, except with the prior written consent of SUI (which consent shall not be unreasonably withheld, conditioned or delayed) or as specifically contemplated by this Agreement or the Omnibus Agreement or as set forth on Schedule 11.3, the Company shall, and shall cause each of its Subsidiaries toPre-Closing Period: (a) use all commercially reasonable efforts to carry on each Company shall conduct its businesses business and operations in the usual, regular and ordinary course and in substantially the same manner as heretofore such business and operations have been conducted and in compliance in all material respects with applicable Law and, prior to the extent consistent herewith, date of this Agreement; (b) each Company shall use commercially reasonable efforts to preserve intact in all material respects its current business organization, goodwillkeep available the services of its current officers and employees and maintain its relations and good will with all suppliers, ongoing businesses customers, landlords, creditors, employees and other Persons having business relationships with the Company’s qualification as a REIT within the meaning of the Code; (ac) not enter into, assume each Company shall keep in full force all insurance policies identified in Part 2.17 of the Disclosure Schedule or acquire any asset subject to any Tax Protection Agreementprocure substantial similar policies; (1d) not each Company shall cause its officers to report regularly (but in no event less frequently than weekly) to Purchaser concerning the status of the Company's business; (e) neither Company shall declare, accrue, set aside or pay any dividends on, dividend or make any other distributions distribution in respect of, Company Shares or of any shares of capital stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly‑owned by the Company, except (a) the authorization and payment of regular quarterly dividends that are consistent with past practicespartnership interest, and shall not repurchase, redeem or otherwise reacquire any shares of capital stock, partnership interest or other securities; (bf) the authorization and payment of any dividend or distribution necessary for the Company to maintain its qualification as a REIT under Section 856(c) of the Code, in each case with respect to the Company Shares; provided that the neither Company shall notify SUI of the proposed record date for any such distribution prior to such datesell, (2) not split, combine, adjust or reclassify any Company Shares or issue or authorize the issuance of (i) any capital stock, partnership interest or other securities in respect ofsecurity, in lieu of (ii) any option or in substitution for Company Common Stock right to acquire any capital stock, partnership interest or other security, or (3iii) except as expressly contemplated hereinany instrument convertible into or exchangeable for any capital stock, purchase, redeem partnership interest or otherwise acquire any Company Shares or any options, warrants or rights to acquire, or security convertible into, Company Sharesother security; (cg) neither Company shall amend the Company's Certificate of Incorporation or bylaws or partnership agreement, or become a party to any Acquisition Transaction; (h) neither Company shall form any subsidiary or acquire any equity interest or other interest in any other Entity; (i) neither Company shall make any capital expenditure, except for capital expenditures that, when added to all other capital expenditures made on behalf of the Companies during the Pre-Closing Period, do not on average exceed $20,000 per month; (j) neither Company shall (i) enter into, or permit any of the material assets owned or used by it to become bound by, any Encumbrance, or (ii) amend or prematurely terminate, or waive any material right or remedy under, any Material Contract; (k) except in the ordinary course of its business, neither Company shall: (1) (i) acquire, lease or license any right or other asset from any other Person (except as otherwise required under this Agreement), (ii) sell or otherwise dispose of, or lease or license, any right or other asset to any other Person, or (iii) waive or relinquish any right, except for assets acquired, leased, licensed or disposed of by the Company pursuant to Contracts that are not change in any material respect that is adverse to Company any of its methods, principles or practices of accounting (including any method of accounting for Tax purposes) in effect Material Contracts or (2) not settle enter into any transaction material to the business or compromise the Purchased Assets; (l) neither Company shall (i) lend money to any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating Person (except that the Companies may make routine travel advances to Taxes, except employees in the case ordinary course of settlements business) or compromises relating (ii) incur or guarantee any indebtedness for borrowed money; (m) neither Company shall (i) establish, adopt or amend any Employee Benefit Plan, (ii) pay any bonus or make any profit-sharing payment, cash incentive payment or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees, or (iii) hire any new employee whose aggregate annual compensation is expected to Taxes on real property or sales Taxes in an amount not to exceed, individually or in the aggregate, exceed $50,000, or ; (n) neither Company shall change any of its methods of reporting income accounting or deductions for federal income accounting practices in any material respect; (o) neither Company shall make any Tax purposes from those employed election; (p) neither Company shall commence or settle any material Legal Proceeding; (q) neither Company shall agree or commit to take any of the actions described in the preparation of its federal income Tax Return for the taxable year ended December 31, 2013, except as to clauses "(1) and e)" through "(2) as may be required by the SEC, applicable Law or GAAP;p)" above.

Operation of the Company. During the period from The Company agrees that, between the date of this Agreement to and the Effective Time, unless Parent shall otherwise agree in writing, the businesses of the Company and the UK Subsidiary shall be conducted only in, and the Company and the UK Subsidiary shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall use its commercially reasonable efforts, consistent with past practices of the Company, to preserve substantially intact the business organization of the Company and the UK Subsidiary, to keep available the services of the current officers, employees and consultants of the Company and the UK Subsidiary and to preserve the current relationships of the Company and the UK Subsidiary with customers, suppliers and other persons with which the Company or the UK Subsidiary has significant business relations. By way of amplification and not limitation, except (i) as expressly contemplated by this Agreement and Part 4.2 of the Company Disclosure Schedule, or (ii) in connection with the liquidation of the Brazilian Subsidiary, neither the Company nor the Company Subsidiaries shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, or propose to do, any of the following without the prior written consent of SUI (which consent shall not be unreasonably withheld, conditioned or delayed) or as specifically contemplated by this Agreement or the Omnibus Agreement or as set forth on Schedule 11.3, the Company shall, and shall cause each of its Subsidiaries toParent: (a) use all commercially reasonable efforts to carry on amend or otherwise change its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance in all material respects with applicable Law and, to the extent consistent herewith, use commercially reasonable efforts to preserve intact in all material respects its current business organization, goodwill, ongoing businesses and Company’s qualification as a REIT within the meaning Certificate of the CodeIncorporation or By-laws or equivalent organizational documents; (ab) not enter intoissue, assume or acquire any asset subject to any Tax Protection Agreement; (1) not declaresell, set aside or pay any dividends onpledge, or make any other distributions in respect dispose of, Company Shares grant or stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly‑owned by the Companyencumber, except (a) the authorization and payment of regular quarterly dividends that are consistent with past practices, and (b) the authorization and payment of any dividend or distribution necessary for the Company to maintain its qualification as a REIT under Section 856(c) of the Code, in each case with respect to the Company Shares; provided that the Company shall notify SUI of the proposed record date for any such distribution prior to such date, (2) not split, combine, adjust or reclassify any Company Shares or issue or authorize the issuance issuance, sale, pledge, disposition, grant or encumbrance of, (i) any shares of any other securities in respect ofclass of capital stock of the Company or the Company Subsidiaries, in lieu of or in substitution for Company Common Stock or (3) except as expressly contemplated herein, purchase, redeem or otherwise acquire any Company Shares or any options, warrants warrants, convertible securities or other rights of any kind to acquireacquire any shares of such capital stock, or security convertible intoany other ownership interest (including, without limitation, any phantom interest), of the Company Sharesor the Company Subsidiaries (except for the issuance of a maximum of 2,962,594 shares of Company Common Stock issuable pursuant to Company Options and the Warrants outstanding on the date hereof) or (ii) any assets of the Company or the Company Subsidiaries, except in the ordinary course of business and in a manner consistent with past practice; (c) (1) not change declare, set aside, make or pay any dividend or other distribution, payable in any material cash, stock, property or otherwise, with respect that is adverse to Company any of its methodscapital stock; (d) reclassify, principles combine, split, subdivide or practices redeem, or purchase or otherwise acquire, directly or indirectly, any of accounting its capital stock; (including i) acquire (including, without limitation, by merger, consolidation, or acquisition of stock or assets or any method other business combination) any corporation, partnership, other business organization or any division thereof or any significant amount of accounting assets; (ii) incur any indebtedness for Tax purposesborrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any person, or make any loans or advances, or grant any security interest in any of its assets except in the ordinary course of business and consistent with past practice; (iii) enter into any contract or agreement other than in effect the ordinary course of business and consistent with past practice; (iv) authorize, or make any commitment with respect to, any single capital expenditure which is in excess of $50,000 or capital expenditures which are, in the aggregate, in excess of $250,000 for the Company and the Company Subsidiaries taken as a whole; or (2v) enter into or amend any contract, agreement, commitment or arrangement with respect to any matter set forth in this Section 4.2(e); (f) hire additional employees or increase the compensation payable or to become payable or the benefits provided to its directors, officers or employees, except for increases in the ordinary course of business and consistent with past practice in salaries, wages, bonuses, incentives or benefits of employees of the Company or the Company Subsidiaries who are not directors or officers of the Company or the Company Subsidiaries, or grant any severance or termination pay to, or enter into any employment or severance agreement with, any director, officer or other employee of the Company or of the Company Subsidiaries, or establish, adopt, enter into or amend any collective bargaining, bonus, profit-sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee; (g) take any action, other than reasonable and usual actions in the ordinary course of business and consistent with past practice, with respect to accounting policies or procedures; (h) make any tax election or settle or compromise any United States federal, state, local or non-United States income tax liability; (i) pay, discharge or satisfy any claim, actionliability or obligation (absolute, suitaccrued, litigationasserted or unasserted, proceedingcontingent or otherwise), arbitrationother than the payment, investigationdischarge or satisfaction, audit or controversy relating to Taxes, except in the case ordinary course of settlements business and consistent with past practice, of liabilities reflected or compromises relating to Taxes on real property or sales Taxes in an amount not to exceed, individually or reserved against in the aggregate2003 Balance Sheet or subsequently incurred in the ordinary course of business and consistent with past practice; (j) amend, $50,000modify or consent to the termination of any Material Contract, or change amend, waive, modify or consent to the termination of any material rights of the Company or the Company Subsidiaries thereunder; (k) commence or settle any Legal Proceeding; (l) permit any item of Proprietary Assets owned by the Company or the Company Subsidiaries to lapse or to be abandoned, dedicated, or disclaimed, fail to perform or make any applicable filings, recordings or other similar actions or filings, or fail to pay all required fees and taxes required or advisable to maintain and protect its interest in each and every item of Proprietary Assets owned by the Company or the Company Subsidiaries; (m) fail to make in a timely manner any filings with the SEC required under the Securities Act or the Exchange Act or the rules and regulations promulgated thereunder; or (n) announce an intention, enter into any formal or informal agreement or otherwise make a commitment, to do any of its methods of reporting income or deductions for federal income Tax purposes from those employed in the preparation of its federal income Tax Return for the taxable year ended December 31, 2013, except as to clauses (1) and (2) as may be required by the SEC, applicable Law or GAAP;foregoing.