Common use of Regular Course of Business Clause in Contracts

Regular Course of Business. (a) The Company shall operate its business diligently and in good faith and in the ordinary and usual course, consistent with past management practices; shall maintain all of its respective properties in good order and condition, shall maintain (except for expiration due to lapse of time) all leases and Contracts in effect without change except as expressly provided herein or except as occurs in the ordinary course of business; shall comply in all material respects with the provisions of all Regulations and Orders applicable to the Company and the conduct of its business; shall not cancel, release, waive or compromise any debt, Claim or right in its favor; shall not alter the rate or basis of compensation of any of its officers, directors, employees or consultants; shall maintain insurance and reinsurance coverage as in effect on the date hereof up to the Closing Date; and shall preserve the business of the Company intact, and use its reasonable best efforts to keep available for the Company and the Purchaser the services of the officers and employees of the Company, and to preserve the good will of clients, suppliers and others having business relations with the Company. (b) Without limiting the generality of the foregoing paragraph, the Company shall not, from the date hereof until the Closing, directly or indirectly, do or propose or agree to do any of the following without the prior written consent of TSI: (i) issue, sell, pledge, dispose of, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, of it; (ii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, except for distributions to shareholders, which (i) are consistent with past practice, (ii) do not cause the Company to fail to meet the financial conditions set forth in Section 2.10 and (iii) do not violate pooling of interests restrictions; or (iii) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock. (c) Notwithstanding any other provision set forth in this Section 4.1, Section 4.5 or Section 2.17, the Purchaser hereby acknowledges and agrees that the Company shall pay: (i) the attorney's fees and other expenses incurred in connection with the negotiation and consummation of the transactions contemplated hereunder, (ii) the broker's fee described in Section 2.32 hereof, (iii) the bonus payments and marketing fees described on Schedule 216 hereto to the extent that such fees are incurred in the ordinary course of business.

Regular Course of Business. (a) The Company each of the Companies shall operate its business diligently and in good faith and in the ordinary and usual course, consistent with past management practices; shall maintain all of its respective properties in good order and condition, shall maintain (except for expiration due to lapse of time) all leases and Contracts in effect without change except as expressly provided herein or except as occurs in the ordinary course of businessherein; shall comply in all material respects with the provisions of all Regulations and Orders applicable to the such Company and the conduct of its respective business; shall not cancel, release, waive or compromise any debt, Claim or right in its favor; shall not alter the rate or basis of compensation of any of its officers, directors, employees or consultants; shall maintain insurance and reinsurance coverage as in effect on the date hereof up to the Closing Date; and shall preserve the business of each of the Company Companies intact, and use its reasonable best efforts to keep available for each of the Company Companies and the Purchaser the services of the officers and employees of each of the CompanyCompanies, and to preserve the good will of clients, suppliers and others having business relations with each of the CompanyCompanies. (b) Without limiting the generality of the foregoing paragraph, each of the Company Companies shall not, from the date hereof until the Closing, directly or indirectly, do or propose or agree to do any of the following without the prior written consent of TSI: (i) issue, sell, pledge, dispose of, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, of it; (ii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, except for distributions to shareholders, which (i) are consistent with past practice, (ii) do not cause the such Company to fail to meet the financial conditions set forth in Section 2.10 2.35 and (iii) do not violate pooling of interests restrictions; or (iii) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock. (c) Notwithstanding any other provision set forth in this Section 4.1, Section 4.5 or Section 2.17, the Purchaser hereby acknowledges and agrees that the Company shall pay: (i) the attorney's fees and other expenses incurred in connection with the negotiation and consummation of the transactions contemplated hereunder, (ii) the broker's fee described in Section 2.32 hereof, (iii) the bonus payments and marketing fees described on Schedule 216 hereto to the extent that such fees are incurred in the ordinary course of business.

Regular Course of Business. (a) The Company shall operate From and after the date hereof and until the occurrence of the Closing or the termination of this Agreement, the Seller shall, subject to the terms of this Agreement, carry on its business diligently and in good faith and substantially in the ordinary same manner as it has been carried on for the last twelve months and usual courseshall not make or institute any unusual or material change in its methods of manufacture, consistent with past management practices; purchase, sale, management, marketing, accounting, investment of funds, or operations without the prior written consent of Buyer which consent shall maintain all of its respective properties not be unreasonably withheld. Unless otherwise consented to in good order and conditionwriting by Buyer, which consent shall maintain (except for expiration due to lapse of time) all leases and Contracts in effect without change except as expressly provided herein not be unreasonably withheld, or except as occurs contemplated by this Agreement, the Seller shall: (a) Continue its normal maintenance procedures with respect to its assets; (b) Maintain insurance upon the assets of the Seller with respect to the conduct of the Business in amounts and kinds comparable to that in effect on the date hereof; (c) Use its reasonable efforts to preserve the present business organization of the Seller intact, to keep available the services of the present officers and employees, and to preserve the present relationships of the Seller with customers, suppliers and employees thereof; (d) Maintain the books, accounts, and records of the Seller in the usual, regular, and ordinary manner, on a basis consistent with prior years, endeavor to comply with all laws, rules, and regulations applicable to the Seller and to the conduct of its business, and perform all of the obligations of the Seller without default; (e) Not make any amendment to the Articles of Incorporation or Bylaws of the Seller, enter into any merger or consolidation with any person or entity, or make any sale of the assets of the Seller (except Inventory in the ordinary course of business; shall comply in all material respects with the provisions of all Regulations and Orders applicable to the Company and the conduct of its business; shall not cancel, release, waive or compromise any debt, Claim or right in its favor; shall not alter the rate or basis of compensation of any of its officers, directors, employees or consultants; shall maintain insurance and reinsurance coverage as in effect on the date hereof up to the Closing Date; and shall preserve the business of the Company intact, and use its reasonable best efforts to keep available for the Company and the Purchaser the services of the officers and employees of the Company, and to preserve the good will of clients, suppliers and others having business relations with the Company. (b) Without limiting the generality of the foregoing paragraph, the Company shall not, from the date hereof until the Closing, directly or indirectly, do or propose or agree to do any of the following without the prior written consent of TSI: (i) issue, sell, pledge, dispose of, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, of it); (ii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, except for distributions to shareholders, which (i) are consistent with past practice, (ii) do not cause the Company to fail to meet the financial conditions set forth in Section 2.10 and (iii) do not violate pooling of interests restrictions; or (iii) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock. (c) Notwithstanding any other provision set forth in this Section 4.1, Section 4.5 or Section 2.17, the Purchaser hereby acknowledges and agrees that the Company shall pay: (i) the attorney's fees and other expenses incurred in connection with the negotiation and consummation of the transactions contemplated hereunder, (ii) the broker's fee described in Section 2.32 hereof, (iii) the bonus payments and marketing fees described on Schedule 216 hereto to the extent that such fees are incurred in the ordinary course of business.

Regular Course of Business. (a) The Company shall operate Except as otherwise specified in this Agreement, as from the date hereof and until Closing, Xxxxxx agrees to conduct its operations in accordance with the regular course of its business diligently and refrain from taking any acts that may materially affect Sinqia’s or its Subsidiaries’ businesses or operations. Moreover, as from the date hereof until Closing, Sinqia shall not perform nor approve that its Subsidiaries perform the acts below, except if authorized by Evertec BR, which authorization shall not be unreasonably withheld:‌ (i) call any shareholders’ meeting of Sinqia to resolve on any matter whatsoever, except for the Sinqia’s GSM; (ii) approve any distribution of dividends, profits or juros sobre capital próprio, except for the payment of the JCP Sinqia 2023; (iii) redeem, repurchase, issue or sell any shares, securities convertible into or exchangeable into shares, options, warrants, purchase rights or any other form of acquisition right relating to the shares issued by Sinqia or any of its Subsidiaries, except as a result of the Sinqia’s Stock Plans as provided in Section 2.4(iv), as the case may be; (iv) approve or effect the acquisition (including by merger, merger of shares, acquisition of shares or assets, or in any other way) of any interest in assets or any business or Person; (v) approve or effect the entry into partnerships or joint venture agreements, or any type of similar business relationship; (vi) approve or effect the execution of new compensation and benefit plans (or amend existing plans), as well as pay bonuses, commissions, incentives or any type of compensation for shares outside the regular course of business and which are not provided for, in the present date, in the existing compensation and benefit plans, except if so determined by any Applicable Law or regarding Sinqia’s Stock Plans as provided for herein; (vii) directly or indirectly get involved in any transaction, or enter into any agreement with any Related Party; (viii) promote any change in its accounting policies and practices, except if required by Applicable Law; (ix) except in relation to actions to be taken under existing agreements and in good faith relation to new agreements with clients and in the ordinary and usual course, consistent with past management practices; shall maintain all of its respective properties in good order and condition, shall maintain (except for expiration due to lapse of time) all leases and Contracts in effect without change except as expressly provided herein or except as occurs service providers in the ordinary course of business; shall comply in all material respects with , undertake any new obligation or responsibility or enter into new relevant agreements, involving Relevant Assets, including agreements for the provisions of all Regulations and Orders applicable to the Company and the conduct of its business; shall not cancel, release, waive purchase or compromise any debt, Claim or right in its favor; shall not alter the rate or basis of compensation sale of any of its officers, directors, employees or consultants; shall maintain insurance and reinsurance coverage as in effect on the date hereof up to the Closing Date; and shall preserve the business of the Company intact, and use its reasonable best efforts to keep available for the Company and the Purchaser the services of the officers and employees of the Company, and to preserve the good will of clients, suppliers and others having business relations with the Company. (b) Without limiting the generality of the foregoing paragraph, the Company shall not, from the date hereof until the Closing, directly or indirectly, do or propose or agree to do any of the following without the prior written consent of TSI: (i) issue, sell, pledge, dispose of, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, of itRelevant Assets; (iix) declareLien any tangible or intangible asset, set asideor offer them as collateral, make except if so required due to guarantees relating to labor or pay tax proceedings in which Sinqia and/or its Subsidiaries, as the case may be, are defendants and that involve total amounts not exceeding five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period; (xi) take out any dividend loan, issue debt securities, enter into any type of financing agreement or other distribution, payable in cash, stock, property change the terms of existing financing agreements or otherwise, with respect to any of its capital stockdebt instruments, except for distributions to shareholders, which (i) are consistent with past practice, (ii) do not cause the Company to fail to meet the financial conditions set forth in Section 2.10 and (iii) do not violate pooling of interests restrictions; or (iii) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock. (c) Notwithstanding any other provision set forth in this Section 4.1, Section 4.5 or Section 2.17, the Purchaser hereby acknowledges and agrees that the Company shall pay: (i) the attorney's fees and other expenses incurred in connection with the negotiation and consummation of the transactions contemplated hereunder, (ii) the broker's fee described in Section 2.32 hereof, (iii) the bonus payments and marketing fees described on Schedule 216 hereto to the extent that such fees are incurred those entered into in the ordinary course of Sinqia's business and that in any case do not increase Sinqia’s consolidated indebtedness in more than five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period; (xii) guarantee, endorse or otherwise become liable (whether directly, contingently or (xiii) enter into, amend, modify or in any way alter the terms of the existing contracts entered into by Sinqia and/or its Subsidiaries in order to accelerate payments due under those agreements, except (a) as set forth in Section 7.3(xvii) below and (b) after Sinqia’s GSM, anticipate the release of lock-up obligations of Sinqia’s shares owned by sellers of entities acquired by Sinqia as set forth in the agreements entered into before the date hereof; (xiv) donate or freely assign any asset, right, or any form of property, to any Person; (xv) enter into any collective bargaining agreement or promote any relevant changes to the terms and conditions of the current employment contracts to which they are a party, except the agreements to be entered into with labor union Sindicato dos Trabalhadores em Processamento de Dados e Tecnologia da Informação do Estado de São Paulo - SINDPD; (xvi) engage in new lines of business.; (xvii) anticipate the vesting periods of the options, or continuance of the plan, granted under the Sinqia’s Stock Plans, except for vesting acceleration set forth in Section 2.4(iv) of this Agreement; (xviii) approve (a) the hiring of new employees of coordination, managerial or higher hierarchical level or administrators of any level, outside the normal course of business;

Regular Course of Business. (a) The Company shall operate its business diligently and in good faith and in the ordinary and usual course, consistent with past management practices; shall maintain all of its respective properties in good order and condition, shall maintain (except for expiration due to lapse of time) all leases and Contracts in effect without change except as expressly provided herein or except as occurs in the ordinary course of businessherein; shall comply in all material respects with the provisions of all material Regulations and Orders applicable to the Company and the conduct of its business; shall not cancel, release, waive or compromise any debt, Claim or right in its favor; shall not alter increase the rate or basis of compensation of any of its officers, directors, employees or consultants; shall maintain insurance and reinsurance coverage as in effect on the date hereof up to the Closing Date; and shall preserve the business of the Company intact, and use its reasonable best efforts to keep available for the Company and the Purchaser the services of the officers and employees of the Company, and to preserve the good will of clients, suppliers and others having business relations with the Company. (b) Without limiting the generality of the foregoing paragraph, the Company shall not, from the date hereof until the Closing, directly or indirectly, do or propose or agree to do any of the following without the prior written consent of TSI: (i) issue, sell, pledge, dispose of, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, of it; (ii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, except for distributions except, prior to shareholdersthe Closing, which (i) are consistent with past practice, (ii) do not cause the Company may make the Pre-Closing Distribution, subject to fail to meet the financial conditions limitations set forth in Section SECTION 2.10 and (iii) do not violate pooling of interests restrictions; or; (iii) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock.; (civ) Notwithstanding declare any increase in salary or bonus to any employee, other provision set forth in this Section 4.1, Section 4.5 or Section 2.17, the Purchaser hereby acknowledges and agrees that the Company shall pay: (i) the attorney's fees and other expenses incurred in connection with the negotiation and consummation of the transactions contemplated hereunder, (ii) the broker's fee described in Section 2.32 hereof, (iii) the bonus payments and marketing fees described on Schedule 216 hereto to the extent that such fees are incurred than in the ordinary course of business; (v) materially alter or change any existing material contractual relationships; (vi) purchase or commit to purchase capital assets in excess of $25,000; or (vii) incur additional indebtedness or contingent liabilities in excess of $25,000.

Regular Course of Business. (a) The Company shall operate its business diligently and in good faith and in the ordinary and usual course, consistent with past management practices; shall maintain all of its respective properties in good order and condition, shall maintain (except for expiration due to lapse of time) all leases and Contracts in effect without change except as expressly provided herein or except as occurs in the ordinary course of business; shall comply in all material respects with the provisions of all Regulations and Orders applicable to the Company and the conduct of its business; shall not cancel, release, waive or compromise any debt, Claim or right in its favor; shall not alter the rate or basis of compensation of any of its officers, directors, employees or consultants; shall maintain insurance and reinsurance coverage as in effect on the date hereof up to the Closing Date; and shall preserve the business of the Company intact, and use its reasonable best efforts to keep available for the Company and the Purchaser the services of the officers and employees of the Company, and to preserve the good will of clients, suppliers and others having business relations with the Company. (b) Without limiting the generality of the foregoing paragraph, the Company shall not, from the date hereof until the Closing, directly or indirectly, do or propose or agree to do any of the following without the prior written consent of TSI: (i) issue, sell, pledge, dispose of, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, of it; (ii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, except for distributions to shareholders, which (i) are consistent with past practice, (ii) do not cause the Company to fail to meet the financial conditions set forth in Section SECTION 2.10 and (iii) do not violate pooling of interests restrictions; or (iii) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock. (c) Notwithstanding any other provision set forth in this Section SECTION 4.1, Section 4.5 or Section 2.17, the Purchaser hereby acknowledges and agrees that the Company shall pay: (i) the attorney's fees and other expenses incurred in connection with the negotiation and consummation of the transactions contemplated hereunder, (ii) the broker's fee described in Section SECTION 2.32 hereof, (iii) the bonus payments and marketing fees described on Schedule 216 SCHEDULE 2.16 hereto to the extent that such fees are incurred in the ordinary course of business.

Regular Course of Business. (a) The Company shall operate its business diligently the Business in substantially the same manner as presently conducted and in good faith and only in the ordinary and usual coursecourse and substantially consistent with past practice and in substantial compliance with (i) all Legal Requirements and (ii) all leases, contracts, commitments and other agreements, and all licenses, permits and other instruments, relating to the operation of the Business, and will use reasonable efforts to preserve intact its present business organization and to keep available the services of all employees, representatives and agents. The Company shall use its reasonable efforts, consistent with past management practices; , to promote the Business and to maintain the goodwill and reputation associated with the Business, and shall not take or omit to take any action which causes, or which is likely to cause, any material deterioration of the Business or the relationships of the Company with suppliers or customers. Without limiting the generality of the foregoing, (A) the Company shall maintain all of its respective properties equipment in good order the same condition and conditionrepair as such equipment is maintained as of the date hereof, ordinary wear and tear excepted; (B) the Company shall maintain (except for expiration due to lapse not sell, transfer, pledge, lease or otherwise dispose of time) all leases and Contracts in effect without change except as expressly provided herein or except as occurs any of the Assets, other than the sale of inventory in the ordinary course of business; shall comply in all material respects with the provisions of all Regulations and Orders applicable to the Company and the conduct of its business; shall not cancel, release, waive or compromise any debt, Claim or right in its favor; shall not alter the rate or basis of compensation of any of its officers, directors, employees or consultants; shall maintain insurance and reinsurance coverage as in effect on the date hereof up to the Closing Date; and shall preserve the business of the Company intact, and use its reasonable best efforts to keep available for the Company and the Purchaser the services of the officers and employees of the Company, and to preserve the good will of clients, suppliers and others having business relations with the Company. (bC) Without limiting the generality of the foregoing paragraph, the Company shall notnot amend, from terminate or waive any material right in respect of the date hereof until Assets or the ClosingBusiness, directly or indirectlydo any act, do or propose or agree omit to do any of the following without the prior written consent of TSI: (i) issueact, sell, pledge, dispose of, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance which will cause a material breach of any shares contract, agreement, commitment or obligation by it; (D) the Company shall not engage in any activities or transactions outside the ordinary course of its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, of it; business; (iiE) declare, set aside, make the Company shall not declare or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, except for distributions to shareholders, which (i) are consistent with past practice, (ii) do not cause the Company to fail to meet the financial conditions set forth in Section 2.10 and (iii) do not violate pooling of interests restrictions; or (iii) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock. (c) Notwithstanding make any other provision set forth distribution or payment of any kind in this Section 4.1, Section 4.5 cash or Section 2.17, the Purchaser hereby acknowledges and agrees that property to its sole shareholder or other affiliates; (F) the Company shall pay: not incur any Indebtedness, other than in the ordinary course of business; (iG) the attorney's fees Company shall not permit any liens on the Assets, other than in the ordinary course of business; and other expenses (H) the Company shall not increase any existing employee benefits, establish any new employee plan or amend or modify any existing Plans, or otherwise incur any obligation or liability under any employee plan materially different in nature or amount from obligations or liabilities incurred in connection with the negotiation Plans. The Shareholder and consummation the Company shall promptly notify the Parent if either of them (i) engages in any transaction which is likely to have a Material Adverse Effect on the transactions contemplated hereunderCompany, (ii) incurs any debt on behalf of the broker's fee described Company for borrowed money (other than trade debt in Section 2.32 hereofthe ordinary course), or (iii) enters into any agreements or transactions on behalf of the bonus payments and marketing fees described on Schedule 216 hereto to the extent that such fees are incurred Company not in the ordinary course of business.

Regular Course of Business. (a) The Company shall operate Except as otherwise specified in this Agreement, as from the date hereof and until Closing, Xxxxxx agrees to conduct its operations in accordance with the regular course of its business diligently and refrain from taking any acts that may materially affect Sinqia’s or its Subsidiaries’ businesses or operations. Moreover, as from the date hereof until Closing, Sinqia shall not perform nor approve that its Subsidiaries perform the acts below, except if authorized by Evertec BR, which authorization shall not be unreasonably withheld: (i) call any shareholders’ meeting of Sinqia to resolve on any matter whatsoever, except for the Sinqia’s GSM; (ii) approve any distribution of dividends, profits or juros sobre capital próprio, except for the payment of the JCP Sinqia 2023; (iii) redeem, repurchase, issue or sell any shares, securities convertible into or exchangeable into shares, options, warrants, purchase rights or any other form of acquisition right relating to the shares issued by Sinqia or any of its Subsidiaries, except as a result of the Sinqia’s Stock Plans as provided in Section 2.4(iv), as the case may be; (iv) approve or effect the acquisition (including by merger, merger of shares, acquisition of shares or assets, or in any other way) of any interest in assets or any business or Person; (v) approve or effect the entry into partnerships or joint venture agreements, or any type of similar business relationship; (vi) approve or effect the execution of new compensation and benefit plans (or amend existing plans), as well as pay bonuses, commissions, incentives or any type of compensation for shares outside the regular course of business and which are not provided for, in the present date, in the existing compensation and benefit plans, except if so determined by any Applicable Law or regarding Sinqia’s Stock Plans as provided for herein; (vii) directly or indirectly get involved in any transaction, or enter into any agreement with any Related Party; (viii) promote any change in its accounting policies and practices, except if required by Applicable Law; (ix) except in relation to actions to be taken under existing agreements and in good faith relation to new agreements with clients and in the ordinary and usual course, consistent with past management practices; shall maintain all of its respective properties in good order and condition, shall maintain (except for expiration due to lapse of time) all leases and Contracts in effect without change except as expressly provided herein or except as occurs service providers in the ordinary course of business; shall comply in all material respects with , undertake any new obligation or responsibility or enter into new relevant agreements, involving Relevant Assets, including agreements for the provisions of all Regulations and Orders applicable to the Company and the conduct of its business; shall not cancel, release, waive purchase or compromise any debt, Claim or right in its favor; shall not alter the rate or basis of compensation sale of any of its officers, directors, employees or consultants; shall maintain insurance and reinsurance coverage as in effect on the date hereof up to the Closing Date; and shall preserve the business of the Company intact, and use its reasonable best efforts to keep available for the Company and the Purchaser the services of the officers and employees of the Company, and to preserve the good will of clients, suppliers and others having business relations with the Company. (b) Without limiting the generality of the foregoing paragraph, the Company shall not, from the date hereof until the Closing, directly or indirectly, do or propose or agree to do any of the following without the prior written consent of TSI: (i) issue, sell, pledge, dispose of, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, of itRelevant Assets; (iix) declareLien any tangible or intangible asset, set asideor offer them as collateral, make except if so required due to guarantees relating to labor or pay tax proceedings in which Sinqia and/or its Subsidiaries, as the case may be, are defendants and that involve total amounts not exceeding five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period; (xi) take out any dividend loan, issue debt securities, enter into any type of financing agreement or other distribution, payable in cash, stock, property change the terms of existing financing agreements or otherwise, with respect to any of its capital stockdebt instruments, except for distributions to shareholders, which (i) are consistent with past practice, (ii) do not cause the Company to fail to meet the financial conditions set forth in Section 2.10 and (iii) do not violate pooling of interests restrictions; or (iii) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock. (c) Notwithstanding any other provision set forth in this Section 4.1, Section 4.5 or Section 2.17, the Purchaser hereby acknowledges and agrees that the Company shall pay: (i) the attorney's fees and other expenses incurred in connection with the negotiation and consummation of the transactions contemplated hereunder, (ii) the broker's fee described in Section 2.32 hereof, (iii) the bonus payments and marketing fees described on Schedule 216 hereto to the extent that such fees are incurred those entered into in the ordinary course of Sinqia's business and that in any case do not increase Sinqia’s consolidated indebtedness in more than five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period; (xii) guarantee, endorse or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any Person; (xiii) enter into, amend, modify or in any way alter the terms of the existing contracts entered into by Sinqia and/or its Subsidiaries in order to accelerate payments due under those agreements, except (a) as set forth in Section 7.3(xvii) below and (b) after Sinqia’s GSM, anticipate the release of lock-up obligations of Sinqia’s shares owned by sellers of entities acquired by Sinqia as set forth in the agreements entered into before the date hereof; (xiv) donate or freely assign any asset, right, or any form of property, to any Person; (xv) enter into any collective bargaining agreement or promote any relevant changes to the terms and conditions of the current employment contracts to which they are a party, except the agreements to be entered into with labor union Sindicato dos Trabalhadores em Processamento de Dados e Tecnologia da Informação do Estado de São Paulo - SINDPD; (xvi) engage in new lines of business; (xvii) anticipate the vesting periods of the options, or continuance of the plan, granted under the Sinqia’s Stock Plans, except for vesting acceleration set forth in Section 2.4(iv) of this Agreement; (xviii) approve (a) the hiring of new employees of coordination, managerial or higher hierarchical level or administrators of any level, outside the normal course of business; (b) the dismissal of employees outside the normal course of business; or (c) the implementation of any voluntary termination or dismissal program for employees; (xix) incur in costs that exceed the consolidated and global amount of sixty million Reais (R$ 60,000,000.00) for the hiring of advisors for the Transaction and preparation of financial statements mentioned in Section 3.7, provided that Sinqia is allowed to pay waiver fees required to obtain third parties’ consents in relation to the Transaction, in accordance with Section 7.4; or (xx) agree, promise or undertake to perform any of the acts described above.

Regular Course of Business. (a) The Company shall operate its business diligently the Business in substantially the same manner as presently conducted and in good faith and only in the ordinary and usual coursecourse and substantially consistent with past practice and in compliance with (i) all Legal Requirements and (ii) all leases, contracts, commitments and other agreements, and all licenses, permits and other instruments, relating to the operation of the Business, and will use reasonable efforts to preserve intact its present business organization and to keep available the services of all employees, representatives and agents. The Company shall use its best efforts, consistent with past management practices; , to promote the Business and to maintain the goodwill and reputation associated with the Business, and shall not take or omit to take any action which causes, or which is likely to cause, any material deterioration of the Business or the relationships of the Company with suppliers or customers. Without limiting the generality of the foregoing, (a) the Company shall maintain all of its respective properties equipment in good order the same condition and conditionrepair as such equipment is maintained as of the date hereof, ordinary wear and tear excepted; (b) the Company shall maintain not sell, transfer, pledge, lease or otherwise dispose of any of the Assets, other than (except for expiration due i) the sale of inventory in the ordinary course of business or (ii) as otherwise contemplated by this Agreement; (c) the Company shall not amend, terminate or waive any material right in respect of the Assets or the Business, or do any act, or omit to lapse do any act, which will cause a breach of timeany contract, agreement, commitment or obligation by it; (d) all leases and Contracts the Company shall not engage in effect without change any activities or transactions outside the ordinary course of business except as expressly provided herein contemplated by this Agreement; (e) the Company shall not declare or pay any dividend or make any other distribution or payment of any kind in cash or property to any of the Sellers or other affiliates except as occurs contemplated by this Agreement; (f) the Company shall not incur any Indebtedness, other than in the ordinary course of business; shall comply in all material respects with the provisions of all Regulations and Orders applicable to the Company and the conduct of its business; shall not cancel, release, waive or compromise any debt, Claim or right in its favor; shall not alter the rate or basis of compensation of any of its officers, directors, employees or consultants; shall maintain insurance and reinsurance coverage as in effect on the date hereof up to the Closing Date; and shall preserve the business of the Company intact, and use its reasonable best efforts to keep available for the Company and the Purchaser the services of the officers and employees of the Company, and to preserve the good will of clients, suppliers and others having business relations with the Company. (bg) Without limiting the generality of the foregoing paragraph, the Company shall notnot permit any liens on the Assets, from other than in the date hereof until the Closing, directly or indirectly, do or propose or agree to do any ordinary course of the following without the prior written consent of TSI: (i) issue, sell, pledge, dispose of, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, of it; (ii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, except for distributions to shareholders, which (i) are consistent with past practice, (ii) do not cause the Company to fail to meet the financial conditions set forth in Section 2.10 business; and (iiih) do not violate pooling of interests restrictions; or (iii) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock. (c) Notwithstanding any other provision set forth in this Section 4.1, Section 4.5 or Section 2.17, the Purchaser hereby acknowledges and agrees that the Company shall pay: (i) the attorney's fees and other expenses not increase any existing employee benefits, establish any new employee plan or amend or modify any existing Plans, or otherwise incur any obligation or liability under any employee plan materially different in nature or amount from obligations or liabilities incurred in connection with the negotiation Plans. The Sellers and consummation the Company shall promptly notify the Purchaser if any of them (i) engages in any transaction which could have a Material Adverse Effect on the transactions contemplated hereunderCompany, (ii) incurs any debt on behalf of the broker's fee described Company for borrowed money (other than trade debt in Section 2.32 hereofthe ordinary course), or (iii) enters into any agreements or transactions on behalf of the bonus payments and marketing fees described on Schedule 216 hereto to the extent that such fees are incurred Company not in the ordinary course of business.

Regular Course of Business. (a) The Company shall operate its business diligently and in good faith and in the ordinary and usual course, consistent with past management practices; shall maintain all of its respective properties in good order and condition, shall maintain (except for expiration due to lapse of time) all leases and Contracts in effect without change except as expressly provided herein or except as occurs in the ordinary course of business; shall comply in all material respects with the provisions of all Regulations and Orders applicable to the Company and the conduct of its business; shall not cancel, release, waive or compromise any debt, Claim or right in its favor; shall not alter the rate or basis of compensation of any of its officers, directors, employees or consultants; shall maintain insurance and reinsurance coverage as in effect on the date hereof up to the Closing Date; and shall preserve the business of the Company intact, and use its reasonable best efforts to keep available for the Company and the Purchaser the services of the officers and employees of the Company, and to preserve the good will of clients, suppliers and others having business relations with the Company. (b) Without limiting the generality of the foregoing paragraph, the Company shall not, from the date hereof until the Closing, directly or indirectly, do or propose or agree to do any of the following without the prior written consent of TSI: (i) issue, sell, pledge, dispose of, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, of it; (ii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, except for distributions to shareholders, which (i) are consistent with past practice, (ii) do not cause the Company to fail to meet the financial conditions set forth in Section 2.10 and (iii) do not violate pooling of interests restrictions; or (iii) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock. (c) Notwithstanding any other provision set forth in this Section SECTION 4.1, Section 4.5 or Section 2.17, the Purchaser hereby acknowledges and agrees that the Company shall pay: (i) the attorney's fees and other expenses incurred in connection with the negotiation and consummation of the transactions contemplated hereunder, (ii) the broker's fee described in Section SECTION 2.32 hereof, (iii) the bonus payments and marketing fees described on Schedule SCHEDULE 216 hereto to the extent that such fees are incurred in the ordinary course of business.

Regular Course of Business. Except as otherwise consented to in writing by Buyer or as expressly contemplated by this Agreement (including the Schedules attached hereto), prior to the Closing, Seller shall cause Waters to carry on its business in the ordinary course of business and in a manner consistent with past practices. Except as expressly contemplated by this Agreement, or as consented to in writing by Buyer, from the date hereof through the Closing, Seller shall not permit or cause Waters to: (a) The Company shall operate amend its business diligently and in good faith and in Articles of Incorporation or Bylaws; (b) issue, sell or deliver, agree to issue, sell or deliver, or authorize the ordinary and usual courseissuance, consistent with past management practices; shall maintain all sale or delivery of, any shares of any class of its respective properties capital stock or any securities convertible into or exchangeable for any such shares or convertible into securities in good order and conditionturn so exchangeable or convertible, shall maintain or any warrants, calls, options or other rights calling for the issuance, sale or delivery of any such shares or convertible or exchangeable securities or redeem or call or commit for redemption, purchase or other acquisition any shares of its capital stock or other securities; (except for expiration due c) (i) borrow or agree to lapse borrow any funds or mortgage or pledge any of timeits assets, tangible or intangible, (ii) all leases and Contracts in effect without change except as expressly provided herein voluntarily assume or except as occurs guarantee the obligations of any other person or incur any liability (fixed or contingent), (iii) cancel or agree to cancel any debts or claims, (iv) lease, license, sell or transfer any of its assets (other than inventory in the ordinary course of business; shall comply in all material respects with ), properties or rights or (v) make, or permit any amendment or termination of, any contract, agreement, license or other right to which it is a party; (d) increase the provisions of all Regulations and Orders applicable compensation payable or to become payable to the Company and the conduct of its business; shall not cancel, release, waive Waters Employees or compromise any debt, Claim or right in its favor; shall not alter the rate or basis of compensation of any of its Waters’ officers, directors, employees or consultants; shall maintain insurance and reinsurance coverage agents, enter into any new arrangements for any severance or termination or bonus pay with any such persons, enter into any employment contract not terminable at will with any employee or make any loan to or engage in any transaction with any officer or director of Seller or Waters, or any employee of Seller or any Waters Employee; (e) except as required by law, enter into or make any material change in effect on the date hereof up to the Closing Date; and shall preserve the any Employee Benefit Program; (f) acquire control or ownership of any other corporation, association, joint venture, partnership, business trust or other business entity, or acquire control or ownership of all or a material portion of the Company intactassets of any of the foregoing, or merge, consolidate or otherwise combine with any other corporation or enter into any agreement providing for any of the foregoing; (g) declare or pay any dividend in kind or make any other distribution in kind to its shareholders, except the Planned Dividend; (h) make any material alteration in the accounting principles or practices of Waters; (i) make any capital expenditure or commitment for additions to property, plant or equipment; (j) enter into any lease of real property or personal property; (k) sell or transfer any interest in or grant any other right to use or have access to any customer list of Waters or Proprietary Rights or any permits or licenses of Waters; or (1) fail to maintain its business organization and goodwill intact or fail to use its reasonable best efforts to keep available for the Company and the Purchaser the services of the officers and maintain its relationship with suppliers, customers, creditors, employees of the Company, and to preserve the good will of clients, suppliers and others having business relations relationships with the Companyit. (b) Without limiting the generality of the foregoing paragraph, the Company shall not, from the date hereof until the Closing, directly or indirectly, do or propose or agree to do any of the following without the prior written consent of TSI: (i) issue, sell, pledge, dispose of, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, of it; (ii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, except for distributions to shareholders, which (i) are consistent with past practice, (ii) do not cause the Company to fail to meet the financial conditions set forth in Section 2.10 and (iii) do not violate pooling of interests restrictions; or (iii) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock. (c) Notwithstanding any other provision set forth in this Section 4.1, Section 4.5 or Section 2.17, the Purchaser hereby acknowledges and agrees that the Company shall pay: (i) the attorney's fees and other expenses incurred in connection with the negotiation and consummation of the transactions contemplated hereunder, (ii) the broker's fee described in Section 2.32 hereof, (iii) the bonus payments and marketing fees described on Schedule 216 hereto to the extent that such fees are incurred in the ordinary course of business.

Regular Course of Business. (a) The Company shall operate its business diligently and in good faith and in the ordinary and usual course, consistent with past management practices; shall maintain all of its respective properties in good order and condition, shall maintain (except for expiration due to lapse of time) all leases and Contracts in effect without change except as expressly provided herein or except as occurs in the ordinary course of business; shall comply in all material respects with the provisions of all Regulations and Orders applicable to the Company and the conduct of its business; shall not cancel, release, waive or compromise any debt, Claim or right in its favor; shall not alter the rate or basis of compensation of any of its officers, directors, employees or consultants; shall maintain insurance and reinsurance coverage as in effect on the date hereof up to the Closing Date; and shall preserve the business of the Company intact, and use its reasonable best efforts to keep available for the Company and the Purchaser the services of the officers and employees of the Company, and to preserve the good will of clients, suppliers and others having business relations with the Company. (b) Without limiting the generality of the foregoing paragraph, the Company shall not, from the date hereof until the Closing, directly or indirectly, do or propose or agree to do any of the following without the prior written consent of TSI: (i) issue, sell, pledge, dispose of, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, of it; (ii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, except for distributions to shareholders, which (i) are consistent with past practice, (ii) do not cause the Company to fail to meet the financial conditions set forth in Section 2.10 and (iii) do not violate pooling of interests restrictions; or (iii) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock. (c) Notwithstanding any other provision set forth in this Section 4.1, Section 4.5 or Section 2.17, the Purchaser hereby acknowledges and agrees that the Company shall pay: (i) the attorney's fees and other expenses incurred in connection with the negotiation and consummation of the transactions contemplated hereunder, (ii) the broker's fee described in Section 2.32 hereof, (iii) the bonus payments and marketing fees described on Schedule 216 2.16 hereto to the extent that such fees are incurred in the ordinary course of business.

Regular Course of Business. (a) The Company and each of the Subsidiaries shall operate its business diligently the Business in substantially the same manner as presently conducted and in good faith and only in the ordinary and usual coursecourse and substantially consistent with past practice and in compliance with (i) all material Legal Requirements and (ii) all material leases, contracts, commitments and other agreements, and all licenses, permits and other instruments, relating to the operation of the Business, and will use reasonable efforts to preserve intact its present business organization and to keep available the services of all employees, representatives and agents. The Company and each of the Subsidiaries shall use its reasonable efforts, consistent with past management practices; , to promote the Business and to maintain the goodwill and reputation associated with the Business, and shall not take or omit to take any action which causes, or which is likely to cause, any material deterioration of the Business or the relationships of the Company and each of the Subsidiaries with its suppliers or customers. Without limiting the generality of the foregoing, (a) other than in the ordinary course of business, the Company and each of the Subsidiaries shall maintain all of its respective properties equipment in good order the same condition and conditionrepair as such equipment is maintained as of the date hereof, ordinary wear and tear excepted; (b) the Company and each of the Subsidiaries shall maintain not sell, transfer, pledge, lease or otherwise dispose of any material Assets; (except for expiration due c) the Company and each of the Subsidiaries shall not amend, terminate or waive any material right in respect of the Assets or the Business, or do any act, or omit to lapse do any act, which will cause a breach of timeany contract, agreement, commitment or obligation by it; (d) all leases the Company and Contracts each of the Subsidiaries shall not engage in effect without change except as expressly provided herein any activities or except as occurs transactions outside the ordinary course of business; (e) the Company and each of the Subsidiaries shall not declare or pay any dividend or make any other distribution or payment of any kind in cash or property to its shareholders or other affiliates; (f) the Company and each of the Subsidiaries shall not incur any Indebtedness, other than in the ordinary course of business; shall comply in all material respects with the provisions of all Regulations and Orders applicable to (g) the Company and each of the conduct of its business; Subsidiaries shall not cancel, release, waive or compromise permit any debt, Claim or right in its favor; shall not alter the rate or basis of compensation of any of its officers, directors, employees or consultants; shall maintain insurance and reinsurance coverage as in effect liens on the date hereof up to the Closing Date; and shall preserve the business of the Company intactAssets, and use its reasonable best efforts to keep available for the Company and the Purchaser the services of the officers and employees of the Company, and to preserve the good will of clients, suppliers and others having business relations with the Company. (b) Without limiting the generality of the foregoing paragraph, the Company shall not, from the date hereof until the Closing, directly or indirectly, do or propose or agree to do any of the following without the prior written consent of TSI: (i) issue, sell, pledge, dispose of, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, of it; (ii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, except for distributions to shareholders, which (i) are consistent with past practice, (ii) do not cause the Company to fail to meet the financial conditions set forth in Section 2.10 and (iii) do not violate pooling of interests restrictions; or (iii) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock. (c) Notwithstanding any other provision set forth in this Section 4.1, Section 4.5 or Section 2.17, the Purchaser hereby acknowledges and agrees that the Company shall pay: (i) the attorney's fees and other expenses incurred in connection with the negotiation and consummation of the transactions contemplated hereunder, (ii) the broker's fee described in Section 2.32 hereof, (iii) the bonus payments and marketing fees described on Schedule 216 hereto to the extent that such fees are incurred than in the ordinary course of business.; and (h) the Company and each of the Subsidiaries shall not increase any existing employee benefits, establish any new employee plan or amend or modify any existing Plans, or otherwise incur any obligation or liability under any employee plan materially different in nature or amount from obligations or liabilities incurred in connection with the Plans. The Company and the Sellers shall promptly notify the Parent if any of them (i) engages in any transaction which could have a Material Adverse Effect on the Company or any of the Subsidiaries, (ii) incurs any debt on behalf of the Company or any of the Subsidiaries for borrowed money (other than trade debt in the ordinary course), or (iii) enters into any agreements or transactions on behalf of the Company