Common use of Conduct of Business by the Company Pending the Merger Clause in Contracts

Conduct of Business by the Company Pending the Merger. The Company agrees that, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required or permitted by this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (i) the businesses of the Group Companies shall be conducted in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable efforts to preserve intact the assets and the business organization of the Group Companies in all material respects, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreement, the Company shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business by the Company Pending the Merger. The Company agrees that, from From the date of this Agreement until the earlier of the Merger Effective Time and termination of this Agreement pursuant to Article VIIITime, except as (x) required by this Agreement, as may be required by applicable Law, (y) Law or as set forth in Section 5.01 6.01 of the Company Disclosure Schedule or (z) expressly required or permitted by this Agreementexcept with the prior written consent of Parent, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned or delayed(provided that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent), (i) the businesses Company shall, and shall cause each of the Group Companies shall be conducted Company Subsidiaries to, conduct its business in the ordinary course of business and in a manner consistent with past practice; practice and (ii) the Company shall use its commercially reasonable efforts to preserve substantially intact the business, assets and the business organization of the Group Companies in all material respects, Company and the Company Subsidiaries and to keep available the services of preserve the current officers and key employees of the Group Companies and to maintain in all material respects the current beneficial relationships of the Group Companies Company and the Company Subsidiaries with existing customers, suppliers and other persons any Person with which the Company or any Group Companies Company Subsidiary has material business relations (including customers, suppliers, directors, officers and key employees). Except as required by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 of the date hereof. Without limiting Company Disclosure Schedule, neither the generality of the foregoing paragraphCompany nor any Company Subsidiary shall, from between the date of this Agreement until and the earlier of the Merger Effective Time and termination of this Agreement pursuant to Article VIIITime, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreement, the Company shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (Parent, which consent shall not be unreasonably withheld, conditioned delayed or delayed):conditioned; provided, however, that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent.

Conduct of Business by the Company Pending the Merger. The Company agrees that, from between the date of this Agreement until and the earlier of the Effective Appointment Time and termination of this Agreement pursuant to Article VIII, except (as (x) required by applicable Law, (y) set forth defined in Section 5.01 of the Company Disclosure Schedule or (z) expressly required or permitted by this Agreement7.03(c)), unless Parent shall otherwise consent agree in writing (which consent shall not be unreasonably withheldwriting, conditioned or delayed), (i) the businesses of the Group Companies shall Company and the Subsidiaries shall, except as otherwise expressly contemplated by this Agreement, be conducted only in, and the Company and the Subsidiaries shall not take any action except in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable best efforts to preserve substantially intact the assets and the business organization of the Group Companies in all material respectsCompany and the Subsidiaries, to keep available the services of the current officers officers, employees and key employees consultants of the Group Companies Company and the Subsidiaries and to maintain in all material respects preserve the current relationships of the Group Companies Company and the Subsidiaries with existing customers, suppliers suppliers, and other persons with which the Company or any Group Companies Subsidiary has material significant business relations as relations; provided, however, that (1) the Company shall not be required to take any action pursuant to this Section 6.01 that would cause any representation or warranty of the date hereof. Without limiting Company set forth in this Agreement to be or become inaccurate unless Parent shall waive in writing such inaccuracy, and (2) no failure by the generality Company to take any action otherwise required by this Section 6.01 shall be deemed to constitute a breach of, or inaccuracy in, any of the foregoing paragraphrepresentations and warranties of the Company set forth in this Agreement if and to the extent that Parent shall consent in writing to such failure pursuant to this Section 6.01. By way of amplification and not limitation, from except as expressly contemplated by this Agreement and Section 6.01 of the Disclosure Letter, neither the Company nor any Subsidiary shall, between the date of this Agreement until and the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreement, the Company shall not and shall not permit any other Group Company toAppointment Time, directly or indirectly, do do, or propose to do do, any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):Parent:

Conduct of Business by the Company Pending the Merger. The Company agrees that, from between the date of this Agreement until the earlier of and the Effective Time and termination of this Agreement pursuant to Article VIIITime, except as (x) required expressly contemplated by applicable Lawthis Agreement, (y) as set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required or permitted by this Agreement, unless Parent shall otherwise consent consented to in writing (which consent shall not be unreasonably withheldby Parent, conditioned or delayed), (i) the businesses of the Group Companies Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice and in compliance in all material respects with applicable Law, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, in each case in the ordinary course of business and in a manner consistent with past practice; . By way of amplification and (ii) the Company shall use its commercially reasonable efforts to preserve intact the assets and the business organization of the Group Companies in all material respectsnot limitation, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and except as expressly contemplated by any other persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality of the foregoing paragraph, from the date provision of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except or as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this AgreementSchedule, the Company shall not agrees that neither the Company nor any Subsidiary shall, between the date of this Agreement and shall not permit any other Group Company tothe Effective Time, directly or indirectly, do do, or propose to do do, any of the following without the prior written consent of Parent Parent, which shall respond to a request for consent promptly but not later than five (which 5) days after receipt of a request, (provided, however, that with respect to Sections 5.01(h) pertaining to settlements or compromises, 5.01(i), 5.01(j), 5.01(k) and 5.01(l) such written consent shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of or the Company Disclosure Schedule or (z) expressly required or permitted by this AgreementOffer Completion Date, unless Parent shall otherwise consent agree in writing (which consent writing, and except as set forth in Section 5.1 of the Company Disclosure Letter or as contemplated hereby, the Company shall not be unreasonably withheld, conditioned or delayed), (i) conduct its business and shall cause the businesses of the Group Companies shall its Subsidiaries to be conducted in only in, and the Company and its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable commercial efforts to preserve substantially intact the assets and the business organization of the Group Companies in all material respectsCompany and its Subsidiaries, to keep available the services of the current officers present officers, employees and key employees consultants of the Group Companies Company and its Subsidiaries and to maintain in all material respects preserve the current present relationships of the Group Companies Company and its Subsidiaries with existing customers, suppliers and other persons with which the Company or any Group Companies of its Subsidiaries has material significant business relations relations. By way of amplification and not limitation, except as contemplated by this Agreement, or as required by applicable law or rule of any stock exchange or over-the-counter market, neither the date hereof. Without limiting Company nor any of its Subsidiaries shall, during the generality of the foregoing paragraph, period from the date of this Agreement and continuing until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIIIor the Offer Completion Date, and except as (x) required by applicable Law, (y) set forth in Section 5.01 5.1 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreement, the Company shall not and shall not permit any other Group Company toLetter, directly or indirectlyindirectly do, do or propose to do do, any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):Parent:

Conduct of Business by the Company Pending the Merger. The Company agrees that, from From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII8, except as (x) expressly contemplated by any other provision of this Agreement or as required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required or permitted by this Agreement, unless Parent THL shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall (i) procure that the businesses of the Group Companies shall only be conducted conducted, and the Group Companies shall not take any action except, in a lawfully permitted manner in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable best efforts to preserve intact the assets and the business organization of procure that the Group Companies in all material respectsshall preserve substantially intact their business organization, to keep available the services of the their current officers and key employees of the Group Companies employees, and to maintain in all material respects the preserve their current relationships of the Group Companies with existing Governmental Authorities, customers, suppliers and other persons with which any Group Companies Company has a material business relations as of the date hereofrelation. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII8, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by any other provision of this Agreement, the Company shall not and shall not permit any other procure that no Group Company toshall, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent THL (which consent shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, from between the date of this Agreement until and the earlier earliest to occur of the Effective Time and termination of the date, if any, on which this Agreement is terminated pursuant to Article VIIISection 8.1, except (i) as (x) may be required by applicable Law, (yii) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required or permitted by this Agreement, unless Parent shall otherwise consent as may be agreed in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (i) the businesses of the Group Companies shall be conducted in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable efforts to preserve intact the assets and the business organization of the Group Companies in all material respects, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreement, the Company shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayed):conditioned, and with respect to Contracts referenced in Section 6.1(i)(A) only, shall be deemed given if Parent has not responded to the Company’s request for such consent within five (5) Business Days), (iii) as may be permitted or required pursuant to this Agreement, or (iv) as set forth in Section 6.1 of the Company Disclosure Letter, (x) the Company shall, and shall cause each of its Subsidiaries to, carry on its business in all material respects in the ordinary course of business consistent with past practice, and the Company shall and shall cause its Subsidiaries to use commercially reasonable efforts to preserve substantially intact their respective business organizations, preserve their respective assets (including, without limitation, Intellectual Property Rights), rights and properties in good repair and condition, keep available the services of their respective current officers, employees and consultants and preserve their respective goodwill and relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with each of them; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of this Section 6.1 shall be deemed a breach of clause (x) unless such action would constitute a breach of such specific provision; and (y) the Company shall not and shall not permit any of its Subsidiaries to:

Conduct of Business by the Company Pending the Merger. The Company agrees that, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except Except (i) as (x) required by applicable Law, (y) set forth described in Section 5.01 5.1 of the Company Disclosure Schedule or (zii) expressly required or permitted by this Agreement, unless to the extent Parent shall otherwise consent in writing writing, or (which consent iii) as otherwise contemplated by this Agreement, the Company covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company shall conduct its business and that of its Subsidiaries, taken as a whole, only in, and the Company shall not be unreasonably withheldtake any action except in, conditioned or delayed)and shall cause its Subsidiaries not to take any action except in, (i) the businesses of the Group Companies shall be conducted in the ordinary course of business and in a manner consistent with past practicepractice and in compliance in all material respects with all applicable Laws and regulations; and (ii) the Company shall use its commercially all reasonable best efforts to preserve intact the assets and the business organization of the Group Companies in all material respectsCompany and its Subsidiaries, taken as a whole, to keep available the services of the current officers officers, employees and key employees consultants of the Group Companies Company and its Subsidiaries, and to maintain in all material respects preserve the current present relationships of the Group Companies Company and its Subsidiaries with existing customers, suppliers suppliers, distributors and other persons with which the Company or any Group Companies of its Subsidiaries has material significant business relations as of the date hereofrelations. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIIIIn addition, except as (x) required by applicable Law, (y) set forth described in Section 5.01 5.1 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreementto the extent Parent shall otherwise consent in writing, the Company shall not and shall not permit any other Group Company its Subsidiaries to, directly during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or indirectly, do or propose to the Effective Time do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):following:

Conduct of Business by the Company Pending the Merger. The Company agrees that, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required contemplated or permitted by this Agreement, unless Parent Merger Sub shall otherwise consent in writing (which such consent shall not to be unreasonably withheld, conditioned or delayed), (i) the businesses of the Group Companies shall be conducted in the ordinary course of business and in a manner consistent with past practicepractice or as contemplated in the forecast of the Company delivered to the Merger Sub; and (ii) the Company shall use its commercially reasonable efforts to preserve substantially intact the assets and the business organization of the Group Companies in all material respectsCompanies, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, key customers and suppliers and other persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this AgreementAgreement or contemplated by the forecast of the Company delivered to the Merger Sub, the Company shall not and shall not permit any other Group Company to, directly or indirectly, to do or propose to do any of the following without the prior written consent of Parent Merger Sub (which such consent shall not to be unreasonably withheld, conditioned or delayed):

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, from between the date of this Agreement until the earlier of and the Effective Time and termination of or the date, if any, on which this Agreement is terminated pursuant to Article VIIISection 8.1, except (i) as (x) required by applicable LawLegal Requirement, (yii) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required or permitted by this Agreement, unless Parent shall otherwise consent as consented to in writing (by Parent, which consent shall not unreasonably be unreasonably withheld, conditioned or delayed), (iiii) the businesses as may be expressly required by or expressly contemplated pursuant to this Agreement or (iv) as set forth in Section 6.1 of the Group Companies Company Disclosure Letter, the Company shall, and shall cause its subsidiaries to, cause the business of the Company and its subsidiaries to be conducted in only in, and to cause such entities to not take any action except in, the ordinary course of business and in a manner consistent with past practice; . The Company shall, and (ii) the Company shall cause its subsidiaries to, use its their commercially reasonable efforts to preserve intact the assets Company’s and the its subsidiaries’ business organization of the Group Companies in all material respectsand reputation, to keep available the services of the current officers their key managers, key officers, and key employees of the Group Companies employees, and to maintain in all existing relations and goodwill with Governmental Authorities, material respects the current relationships of the Group Companies with existing customers, suppliers material suppliers, material creditors, material lessors, material licensors other than those being terminated in accordance with their terms and other persons (including any brand ambassadors) having significant business relationships with which any Group Companies has material business relations as the Company and to pay their trade payables in the ordinary course of the date hereofbusiness. Without limiting limitation to the generality of foregoing, the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIIICompany agrees with Parent that, except (1) as (x) required by applicable LawLegal Requirement, (y2) set forth as consented to in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted writing by this Agreement, the Company shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayed):conditioned), (3) as may be expressly required by or expressly contemplated pursuant to this Agreement or (4) as set forth in Section 6.1 of the Company Disclosure Letter, the Company shall not, and shall not permit its subsidiaries to:

Conduct of Business by the Company Pending the Merger. The Company agrees that, from the date of this Agreement until the earlier of the Effective Time and or the termination of this Agreement pursuant to in accordance with Article VIII, except as (x) required by applicable Law, (y) as set forth in Section 5.01 of the Company Disclosure Schedule Letter or (z) as expressly required or permitted contemplated by any other provision of this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), (i) the businesses of the Group Companies Company and the Company Subsidiaries shall be conducted in the ordinary course of business and in a manner consistent with past practicepractice in all material aspects; and (ii) the Company shall use its commercially reasonable efforts to preserve substantially intact the assets and the business organization of the Group Companies in all material respectsCompany and the Company Subsidiaries, to keep available the services of the current officers and key employees of the Group Companies Company and the Company Subsidiaries and to maintain in all material respects preserve the current relationships of the Group Companies Company and the Company Subsidiaries with existing Governmental Authorities, customers, suppliers and other persons with which the Company or any Group Companies Company Subsidiary has material business relations that are material to the Company and the Company Subsidiaries, taken as of the date hereofa whole. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIIIFurther, except as (x) required by applicable Law, (y) as set forth in Section 5.01 of the Company Disclosure Schedule Letter or (z) as expressly contemplated or permitted by any other provision of this Agreement, neither the Company shall not nor any Company Subsidiary shall, between the date of this Agreement and shall not permit any other Group Company tothe earlier of the Effective Time or the termination of this Agreement in accordance with Article VIII, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed):

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, from between the date of this Agreement until and the earlier of the Effective Time and termination of the date, if any, on which this Agreement pursuant to Article VIIIis terminated in accordance with Section 7.1, except (A) as (x) may be required by applicable Law, (yB) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required or permitted by this Agreement, unless Parent shall otherwise consent as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), (C) as may be expressly contemplated or required pursuant to this Agreement, (D) for any reasonable and good faith actions taken or omitted to be taken, or any plans, procedures and practices adopted, solely to preserve the property and assets of the Company and its Subsidiaries or to protect the safety or health of personnel of the Company and its Subsidiaries in connection with the COVID-19 pandemic, in each case (i) consistent with prior practice or with respect to which the businesses Company has reasonably consulted with Parent (to the extent practicable), and (ii) other than with respect to Sections 5.1(a), (b), (c), (d), (k), (m), (q), (r), (s), and (y), to which this clause (D) shall not apply, and Section 5.1(n), to which this clause (D) shall be limited as set forth therein, or (E) as set forth in Section 5.1 of the Group Companies Company Disclosure Letter, (x) the Company shall, and shall be conducted cause its Subsidiaries to, conduct the business of the Company and its Subsidiaries in the ordinary course of business and in a manner consistent with past practice; practice and (ii) the Company shall use its commercially reasonable best efforts to preserve intact the its assets and the business organization of the Group Companies in all and maintain its existing relationships and goodwill with material respectscustomers, suppliers, distributors, Governmental Authorities and business partners, and to keep available the services of the current its officers and key employees of the Group Companies employees, and to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreement, the Company shall not not, and shall cause its Subsidiaries not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed)::

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, during the period from the date of hereof until the Merger Effective Time, except (i) as contemplated by this Agreement until and the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable LawNote Documents, (yii) as set forth in Section 5.01 7.01 of the Company Disclosure Schedule or as required by Law, or (ziii) expressly required or permitted by this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), (i) the businesses business of the Group Companies Company and the Company Subsidiaries shall be conducted in the its ordinary course of business and in a manner and, to the extent consistent with past practice; and (ii) not in violation of any other provisions of this Section 7.01, the Company shall use its commercially reasonable best efforts to preserve substantially intact the assets and the its business organization of the Group Companies in all material respectsorganization, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current preserve its present relationships of the Group Companies with existing customers, suppliers and other persons Persons with which any Group Companies it has material significant business relations as of the date hereofrelations. Without limiting the generality of the foregoing paragraphforegoing, from between the date of this Agreement until and the earlier of the Merger Effective Time and termination of this Agreement pursuant to Article VIIITime, except as (x) required otherwise contemplated by applicable Lawthis Agreement, (y) the Note Documents, as set forth in Section 5.01 7.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted as required by this AgreementLaw, neither the Company nor the Company Subsidiaries shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned):

Conduct of Business by the Company Pending the Merger. The Company agrees that, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required contemplated or permitted by this Agreement, unless Parent shall otherwise consent in writing (which such consent shall not to be unreasonably withheld, conditioned or delayed), (i) the businesses of the Group Companies shall be conducted in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable best efforts to preserve substantially intact the assets and the business organization of the Group Companies in all material respectsCompanies, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreement, the Company shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which such consent shall not to be unreasonably withheld, conditioned or delayed):

Conduct of Business by the Company Pending the Merger. The Company agrees that, from Between the date of this Agreement until and the earlier earliest to occur of the Effective Time and termination of the date, if any, on which this Agreement is terminated pursuant to Article VIIISection 8.1, except as (x) required by applicable Law, (y) set forth in Section 5.01 6.1 of the Company Disclosure Schedule or (z) Schedule, as expressly required or permitted by this Agreement, unless Parent shall otherwise consent as may be required by Law, or as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (ix) the businesses Company shall, and shall cause each of the Group Companies shall be conducted its Subsidiaries to, carry on its business in the ordinary course of business and in a manner consistent with past practice; and (ii) practice and, to the Company shall extent consistent therewith, use its commercially reasonable efforts to preserve substantially intact the assets and the its current business organization of the Group Companies in all material respectsorganizations, to keep available the services of the its current officers and key employees of the Group Companies and to maintain in all material respects the preserve its current relationships of the Group Companies with existing customers, suppliers suppliers, licensors, licensees, distributors, wholesalers, lessors and other persons others, in each case, with which whom the Company or any Group Companies of its Subsidiaries has material business relations as of the date hereofor other material relations. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIIIforegoing, except as (x) required by applicable Law, (y) set forth in Section 5.01 6.1 of the Company Disclosure Schedule or (z) Schedule, as expressly contemplated or permitted required by this Agreement, the Company shall not and shall not permit any other Group Company toas may be required by Law, directly or indirectly, do or propose as may be consented to do any of the following without the prior written consent of in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed):), the Company shall not and shall not permit any of its Subsidiaries to, between the date of this Agreement and the earliest to occur of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1:

Conduct of Business by the Company Pending the Merger. The Company agrees that, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, Law or (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required contemplated or permitted by this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned, and for the avoidance of doubt, such consent of Parent shall be deemed given if approved by the Founder or any of his Affiliates), (i) the businesses of the Group Companies shall be conducted in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable efforts to preserve intact the assets and the business organization of the Group Companies in all material respects, to keep available the services of the current key officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Companies has have material business relations as of the date hereof. For the avoidance of doubt, pandemic or epidemic-related measures taken by the Group Companies, including responding to COVID-19, shall not constitute a breach of this Section 5.01. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, Law or (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreement, the Company shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned, and for the avoidance of doubt, such consent of Parent shall be deemed given if approved by the Founder or any of his Affiliates):

Conduct of Business by the Company Pending the Merger. The Company agrees that, from between the date of this Agreement until the earlier of and the Effective Time and termination of this Agreement pursuant to Article VIIITime, except (i) as (x) required by applicable LawLaw or any Governmental Authority or by any Contract to which the Company or any of the Subsidiaries is currently a party or becomes a party in accordance with this Section 5.01, (yii) as expressly contemplated by this Agreement or (iii) as set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required or permitted by this AgreementSchedule, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (i) the businesses of the Group Companies Company and its Subsidiaries shall be conducted in the ordinary course of business and in a manner consistent with past practice; , and (ii) the Company shall, and shall cause each of the Subsidiaries to, use its commercially reasonable efforts (A) to preserve substantially intact the assets and the business organization of the Group Companies in all material respectsCompany and its Subsidiaries, (B) to keep available preserve the services assets and properties of the current officers Company and key employees its Subsidiaries in good repair and condition, (C) to maintain and protect rights in material Owned Intellectual Property used in the business of the Group Companies Company and its Subsidiaries and (D) to maintain in all material respects preserve the current relationships of the Group Companies Company and its Subsidiaries with existing customerscustomers and suppliers, suppliers in each case in the ordinary course of business and in a manner consistent with past practice. Except as expressly contemplated by any other persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality of the foregoing paragraph, from the date provision of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except or as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this AgreementSchedule, the Company shall not agrees that neither the Company nor any of its Subsidiaries shall, between the date of this Agreement and shall not permit any other Group Company tothe Effective Time, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):Parent:

Conduct of Business by the Company Pending the Merger. The Company agrees that, from between the date of this Agreement until and the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, except as (x) required by applicable law, (y) set forth in Section 5.01(i) of the Company Disclosure Schedule or (z) expressly contemplated or permitted by any other provision of this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), (i) the Company shall, and shall direct each of its Subsidiaries to, conduct the businesses of the Group Companies in a lawfully permitted manner in the ordinary course of business and consistent with past practice in all material respects; and (ii) the Company shall use its commercially reasonable efforts to, preserve substantially intact the business organization of the Group Companies in all material respects, keep available the services of the current officers and key employees of the Group Companies and maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Company has material business relations as of the date of this Agreement. Until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z5.01(ii) expressly required or permitted by this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (i) the businesses of the Group Companies shall be conducted in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable efforts to preserve intact the assets and the business organization of the Group Companies in all material respects, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by any other provision of this Agreement, the Company shall not and shall not permit direct any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned):

Conduct of Business by the Company Pending the Merger. The Company agrees that, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIIITime, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) as expressly required contemplated or permitted by any other provision of this Agreement, unless Parent Holdco shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), (i) the businesses of the Group Companies shall only be conducted conducted, and the Group Companies shall not take any action except, in a lawfully permitted manner in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable efforts to preserve intact the assets and the business organization of the Group Companies in all material respects, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers customers and other persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality By way of the foregoing paragraphamplification and not limitation, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by any other provision of this Agreement, the Company shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent Holdco (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned):

Conduct of Business by the Company Pending the Merger. The Company agrees that, from between the date of this Agreement until the earlier of and the Effective Time and termination of this Agreement pursuant to Article VIIITime, except as (x) required expressly contemplated or permitted by applicable Lawthis Agreement, (y) set forth in or disclosed on Section 5.01 of the Company Disclosure Schedule Letter, or (z) expressly required or permitted by this Agreement, unless Parent shall otherwise consent in writing (which consent shall will not be unreasonably withheld, conditioned or delayed), (i) the businesses of the Group Companies Company and its Subsidiaries shall be conducted only in, and the Company and its Subsidiaries shall not take any action except in, the ordinary course of business and in compliance with applicable Law, and the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to preserve substantially intact the business organization of the Company and its Subsidiaries, to preserve the assets and properties of the Company and its Subsidiaries in good repair and condition and to preserve the current relationships of the Company and its Subsidiaries with customers, suppliers and other persons with which the Company or any of its Subsidiaries has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable efforts to preserve intact the assets and the business organization of the Group Companies in all material respects, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and . Except as expressly contemplated or permitted by any other persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality of the foregoing paragraph, from the date provision of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in or disclosed on Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this AgreementLetter, the Company shall not agrees that neither the Company nor any of its Subsidiaries shall, between the date of this Agreement and shall not permit any other Group Company tothe Effective Time, directly or indirectly, do do, or propose to do do, any of the following without the prior written consent of Parent (which consent shall will not be unreasonably withheld, conditioned or delayed, other than with respect to Section 5.01(a), (c), (d), (e), (f) (other than (f)(ii), (f)(iii) and (f)(iv)), (g), (h), (l) or (n)):

Conduct of Business by the Company Pending the Merger. The Company agrees that, from that between the date of this Agreement until the earlier of and the Effective Time and termination of this Agreement pursuant to Article VIIITime, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule Letter, unless this Agreement is terminated pursuant to Article VII, as expressly contemplated or (z) expressly required by any other provision of this Agreement or permitted as required by this Agreementapplicable Law or by any Governmental Entity of competent jurisdiction, unless Parent shall otherwise consent agree in writing (which consent agreement shall not be unreasonably withheld, conditioned delayed or delayedconditioned), (i) the businesses of the Group Companies shall be conducted Company will conduct its operations in the ordinary course of business and in a manner business, substantially consistent with past practice; , and (ii) the Company shall use its all commercially reasonable efforts to (i) preserve intact the business organization, material assets and the business organization Intellectual Property of the Group Companies Company and the Company Subsidiaries in all material respects, to ; (ii) keep available the services of the current directors, officers and key employees management of the Group Companies Company and to the Company Subsidiaries; (iii) maintain in effect all material respects the current Company Permits and other authorizations with Governmental Entities; and (iv) maintain its relationships of the Group Companies with existing customers, suppliers suppliers, service providers, licensors, licensees, distributors and other persons others having business relationships with which any Group Companies has material business relations as of the date hereofCompany. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIIIforegoing, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) Letter, as expressly contemplated or permitted required by any other provision of this Agreement, or as required by applicable Law or any Governmental Entity of competent jurisdiction, the Company shall not not, between the date of this Agreement and shall not permit any other Group Company tothe Effective Time, directly or indirectly, do or propose to do any of the following following, in each case without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned):

Conduct of Business by the Company Pending the Merger. The Company agrees that, from that between the date of this Agreement until and the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIIIin accordance with its terms, except (i) as set forth in Section 5.01(a) of the Company Disclosure Letter, (xii) as expressly required or expressly permitted by any other provision of this Agreement or (iii) as required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required or permitted by this Agreement, unless Parent shall otherwise consent agree in writing (which consent agreement shall not be unreasonably withheld, conditioned delayed or delayedconditioned), (i) the businesses of the Group Companies shall be conducted Company will, and will cause each Company Subsidiary to conduct its operations in all material respects in the ordinary course of business and in a manner business, and, to the extent consistent with past practice; and (ii) the foregoing, the Company shall will, and will cause each Company Subsidiary to, use its their respective commercially reasonable efforts to maintain and preserve intact the its assets and the business organization of the Group Companies in all material respectsintact, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current its relationships of the Group Companies with existing Governmental Entities, partners, customers, suppliers suppliers, licensors and other persons others having significant business dealings with which any Group Companies has material business relations as of the date hereofCompany and the Company Subsidiaries. Without limiting the generality foregoing, except (i) as set forth in Section 5.01(b) of the foregoing paragraphCompany Disclosure Letter, from (ii) as expressly required or expressly permitted by any other provision of this Agreement or (iii) as required by applicable Law, the Company shall not, and shall not permit any Company Subsidiary to, between the date of this Agreement until and the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIIIin accordance with its terms, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreement, the Company shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned):

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, from between the date of this Agreement until and the earlier of the Effective Time and termination of the date, if any, on which this Agreement is terminated pursuant to Article VIIISection 8.1, except (i) as (x) may be required by applicable Law, (yii) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required or permitted by this Agreement, unless Parent shall otherwise consent as may be consented to in writing by Parent (which consent consent, shall not be unreasonably withheld, conditioned delayed or delayedconditioned, provided that Parent may or may not provide such consent with respect to clauses (b)(ii), (id) and (e) below at its sole discretion), (iii) as may be expressly permitted pursuant to this Agreement, or (iv) as set forth in Section 6.1 of the Company Disclosure Letter, (x) the businesses business of the Group Companies Company and its subsidiaries shall be conducted only in, and such entities shall not take any action except in the ordinary course of business and in a manner consistent with past practice; and practice in all material respects, (iiy) the Company it shall use its commercially reasonable efforts to preserve intact the assets and the business organization of the Group Companies in all material respects, to keep available the services of the current executive officers and key employees of the Group Companies Company and each of its subsidiaries and to maintain in all material respects preserve the current relationships of the Group Companies Company and each of its subsidiaries with existing customerseach of the distributors, franchisees, suppliers and other persons Persons with which whom the Company or any Group Companies of its subsidiaries has material business relations as of the date hereofand (z) it shall (and shall cause its subsidiaries to) comply with applicable Laws. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreementforegoing, the Company shall not not, and shall not permit any other Group Company of its subsidiaries to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed)::

Conduct of Business by the Company Pending the Merger. The Company agrees that, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required contemplated or permitted by this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned delayed or delayed), conditioned) (i) the businesses of the Group Companies shall be conducted in the ordinary course of business and in a manner consistent with past practicebusiness; and (ii) the Company shall use its commercially reasonable efforts to preserve substantially intact the assets and the business organization of the Group Companies in all material respectsCompanies, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreement, the Company shall not and shall not permit any other no Group Company toshall, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayed):conditioned); provided, however, that Parent shall be deemed to have given its written consent with respect to an action if Parent does not object within two weeks after a written request for such written consent is duly given by the Company to Parent:

Conduct of Business by the Company Pending the Merger. The Company agrees that, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required contemplated or permitted by any other provision of this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned delayed or delayed), conditioned) (i) the businesses of the Group Companies shall be conducted conducted, and the Group Companies shall not take any action except, in a lawfully permitted manner in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable efforts to preserve substantially intact the assets and the business organization of the Group Companies in all material respectsCompanies, to keep available the services of the current officers and key employees of the Group Companies, and the material consultants, contractors, subcontractors and agents of the Group Companies and to maintain in all material respects preserve the current relationships of the Group Companies with existing Governmental Authorities, and with material customers, suppliers and other persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except Except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this AgreementSchedule, the Company shall not and shall not permit any other no Group Company toshall, between the date of this Agreement and the Effective Time, directly or indirectly, do do, or propose to do do, any of the following without the prior written consent of Parent (which consent shall not be unreasonably conditioned, delayed or withheld, conditioned or delayed):

Conduct of Business by the Company Pending the Merger. The Company agrees that, from that between the date of this Agreement until and the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIIIin accordance with its terms, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule Letter or (z) expressly to the extent required or permitted by any other provision of this Agreement, unless Parent shall otherwise consent agree in writing (which consent agreement shall not be unreasonably withheld, conditioned delayed or delayedconditioned), (i) the businesses of the Group Companies shall be conducted Company will, and will cause each Company Subsidiary to, use commercially reasonable efforts to conduct its operations in all material respects in the ordinary course of business and in a manner consistent with past practice; and to (iiA) the Company shall use its commercially reasonable efforts to preserve intact the assets its material assets, properties and the business organization of the Group Companies in all material respects, to Contracts; (B) keep available the services of the its current officers and key employees of the Group Companies and to maintain in all material respects employees; (C) preserve the current relationships of the Group Companies with existing customers, suppliers suppliers, distributors, lessors, licensors, licensees, creditors, contractors, Governmental Entities and other persons with which whom the Company or any Group Companies has material business relations as of the date hereofCompany Subsidiaries has business relations; and (D) take the actions set forth on Section 5.01(n)(2) of the Company Disclosure Letter. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIIIforegoing, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule Letter, or (z) expressly contemplated or permitted to the extent required by any other provision of this Agreement, the Company shall not not, and shall not permit any other Group Company Subsidiary to, directly or indirectlybetween the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned):

Conduct of Business by the Company Pending the Merger. The Company agrees that, from that between the date of this Agreement until and the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIIIin accordance with its terms, except (i) as (x) required by applicable Law, (y) specifically permitted as set forth in Section 5.01 of the Company Disclosure Schedule or Letter as an exception to the corresponding restriction of this Section 5.01, (zii) as expressly required or expressly permitted by any other provision of this Agreement, (iii) as required by applicable Law or (iv) any COVID-19 Measures, unless Parent shall otherwise consent agree in writing (which consent agreement shall not be unreasonably withheld, conditioned delayed or delayedconditioned), (i) the businesses of the Group Companies shall be conducted Company will, and will cause each Company Subsidiary to, use commercially reasonable efforts to conduct its operations and business in all material respects in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall to use its commercially reasonable efforts to maintain and preserve intact the its assets and the business organization of the Group Companies in all material respectsorganization, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current its relationships of the Group Companies with existing Governmental Entities, partners, customers, suppliers suppliers, licensors and other persons others having significant business dealings with which any Group Companies has material business relations as of the date hereofCompany and the Company Subsidiaries. Without limiting the generality foregoing, except (i) as set forth in the corresponding section of Section 5.01 of the foregoing paragraphCompany Disclosure Letter, from (ii) as expressly required or expressly permitted by any other provision of this Agreement or (iii) as required by applicable Law, the Company shall not, and shall not permit any Company Subsidiary to, between the date of this Agreement until and the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIIIin accordance with its terms, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreement, the Company shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned):

Conduct of Business by the Company Pending the Merger. The Company agrees that, from Following the date of this Agreement until and prior to the earlier of the Effective Time and termination of the date on which this Agreement is terminated pursuant to Article VIIISection 9.1, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required or permitted by this Agreement, unless Parent shall otherwise consent may be consented to in writing by Verizon (which consent shall not be unreasonably withheld, conditioned or delayed), (i) the businesses or as expressly contemplated by a Transaction Agreement or as set forth in Section 7.1 of the Group Companies Company Disclosure Letter, the Company covenants and agrees that each of the Company and the Company Subsidiaries shall be conducted conduct its operations in the accordance with its ordinary course of business and in a manner business, consistent with past practice; practice and (ii) in compliance with all Laws applicable to it or to the Company shall conduct of its business, and use its all commercially reasonable efforts to preserve intact the assets its present business organization, maintain rights and the business organization of the Group Companies in all material respectsfranchises, to keep available the services of the its current officers and key employees of the Group Companies and preserve its relationships with customers and vendors in such a manner that its goodwill and ongoing businesses would not reasonably be anticipated to maintain be impaired in all any material respects the current relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Companies has material business relations as of the date hereofrespect. Without limiting the generality of the foregoing paragraph, from Following the date of this Agreement until and prior to the earlier of the Effective Time and termination of the date on which this Agreement is terminated pursuant to Article VIII, Section 9.1 (and notwithstanding the immediately preceding sentence) except (i) as (x) may be required by applicable Law, (yii) set forth as may be consented to in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted writing by this Agreement, the Company shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent Verizon (which consent shall not be unreasonably withheld, conditioned or delayed):, except in the case of clauses (a), (b), (d), (e), (f), (h), (n), (p) and, in respect of the foregoing clauses, (q) of this Section 7.1, with respect to which such consent may be withheld in Verizon’s sole discretion), (iii) as may be expressly contemplated by this Agreement or the other Transaction Agreements, or (iv) as set forth in Section 7.1 of the Company Disclosure Letter, the Company shall not, nor shall it permit any of the Company Subsidiaries to:‌

Conduct of Business by the Company Pending the Merger. The Company agrees that, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required contemplated or permitted by this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), (i) the businesses of the Group Companies shall be conducted in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable efforts to preserve intact the assets and the business organization of the Group Companies in all material respects, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreement, the Company shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned):

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of or the Company Disclosure Schedule or (z) expressly required or permitted by this AgreementEffective Time, unless Parent shall otherwise consent agree in writing (which consent shall not be unreasonably withheld, conditioned or delayedin accordance with Section 6.2(b), (i) the Company shall conduct its business and shall cause the businesses of the Group Companies shall its Subsidiaries to be conducted in only in, and the Company and its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practicepractice and in compliance in all material respects with all applicable laws and regulations; and (ii) the Company shall use its commercially reasonable best efforts to preserve substantially intact the assets and the business organization of the Group Companies in all material respectsCompany and its Subsidiaries, to keep available the services of the current officers officers, employees and key employees consultants of the Group Companies Company and its Subsidiaries and to maintain in all material respects preserve the current present relationships of the Group Companies Company and its Subsidiaries with existing customers, suppliers and other persons with which the Company or any Group Companies of its Subsidiaries has material significant business relations as relations. By way of the date hereof. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time amplification and termination of this Agreement pursuant to Article VIIInot limitation, except as (x) required by applicable Lawas set forth in Section 5.1 of the Company Disclosure Schedule, (y) set forth in Section 5.01 of the Company Disclosure Schedule as contemplated by this Agreement or (z) expressly contemplated or permitted by this Agreementin accordance with Section 6.2(b), the Company shall not and shall not permit any other Group Company its Subsidiaries to, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectlyindirectly do, do or propose to do do, any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):Parent:

Conduct of Business by the Company Pending the Merger. The Company agrees that, from Following the date of this Agreement until and prior to the earlier of the Effective Time and termination of the date on which this Agreement is terminated pursuant to Article VIIISection 9.1, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required or permitted by this Agreement, unless Parent shall otherwise consent may be consented to in writing by Verizon (which consent shall not be unreasonably withheld, conditioned or delayed), (i) the businesses or as expressly contemplated by a Transaction Agreement or as set forth in Section 7.1 of the Group Companies Company Disclosure Letter, the Company covenants and agrees that each of the Company and the Company Subsidiaries shall be conducted conduct its operations in the accordance with its ordinary course of business and in a manner business, consistent with past practice; practice and (ii) in compliance with all Laws applicable to it or to the Company shall conduct of its business, and use its all commercially reasonable efforts to preserve intact the assets its present business organization, maintain rights and the business organization of the Group Companies in all material respectsfranchises, to keep available the services of the its current officers and key employees of the Group Companies and preserve its relationships with customers and vendors in such a manner that its goodwill and ongoing businesses would not reasonably be anticipated to maintain be impaired in all any material respects the current relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Companies has material business relations as of the date hereofrespect. Without limiting the generality of the foregoing paragraph, from Following the date of this Agreement until and prior to the earlier of the Effective Time and termination of the date on which this Agreement is terminated pursuant to Article VIII, Section 9.1 (and notwithstanding the immediately preceding sentence) except (i) as (x) may be required by applicable Law, (yii) set forth as may be consented to in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted writing by this Agreement, the Company shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent Verizon (which consent shall not be unreasonably withheld, conditioned or delayed):, except in the case of clauses (a), (b), (d), (e), (f), (h), (n), (p) and, in respect of the foregoing clauses, (q) of this Section 7.1, with respect to which such consent may be withheld in Verizon’s sole discretion), (iii) as may be expressly contemplated by this Agreement or the other Transaction Agreements, or (iv) as set forth in Section 7.1 of the Company Disclosure Letter, the Company shall not, nor shall it permit any of the Company Subsidiaries to:

Conduct of Business by the Company Pending the Merger. The Company agrees that, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated, permitted or required or permitted by this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (i) the businesses of the Group Companies shall be conducted in all material respects in the ordinary course of business and in a manner consistent with past practicepractice (including with respect to obtaining customary approvals of the Company Board in connection with the conduct of the business of the Group Companies); and (ii) the Company shall use its commercially reasonable best efforts to preserve substantially intact the assets and the business organization of the Group Companies in all material respectsCompanies, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated contemplated, permitted or permitted required by this Agreement, the Company shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business by the Company Pending the Merger. The Company agrees that, from Following the date of this Agreement until and prior to the earlier of the Effective Time and termination of the date on which this Agreement is terminated pursuant to Article VIIISection 9.1, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required or permitted by this Agreement, unless Parent shall otherwise consent may be consented to in writing by Verizon (which consent shall not be unreasonably withheld, conditioned or delayed), (i) the businesses or as expressly contemplated by a Transaction Agreement or as set forth in Section 7.1 of the Group Companies Company Disclosure Letter, the Company covenants and agrees that each of the Company and the Company Subsidiaries shall be conducted conduct its operations in the accordance with its ordinary course of business and in a manner business, consistent with past practice; practice and (ii) in compliance with all Laws applicable to it or to the Company shall conduct of its business, and use its all commercially reasonable efforts to preserve intact the assets its present business organization, maintain rights and the business organization of the Group Companies in all material respectsfranchises, to keep available the services of the its current officers and key employees of the Group Companies and preserve its relationships with customers and vendors in such a manner that its goodwill and ongoing businesses would not reasonably be anticipated to maintain be impaired in all any material respects the current relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Companies has material business relations as of the date hereofrespect. Without limiting the generality of the foregoing paragraph, from Following the date of this Agreement until and prior to the earlier of the Effective Time and termination of the date on which this Agreement is terminated pursuant to Article VIII, Section 9.1 (and notwithstanding the immediately preceding sentence) except (i) as (x) may be required by applicable Law, (yii) set forth as may be consented to in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted writing by this Agreement, the Company shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent Verizon (which consent shall not be unreasonably withheld, conditioned or delayed):, except in the case of clauses (a), (b), (d), (e), (f), (h), (n), (p) and, in respect of the foregoing clauses, (q) of this Section 7.1, with respect to which such consent may be withheld in Verizon's sole discretion), (iii) as may be expressly contemplated by this Agreement or the other Transaction Agreements, or (iv) as set forth in Section 7.1 of the Company Disclosure Letter, the Company shall not, nor shall it permit any of the Company Subsidiaries to:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of or the Company Disclosure Schedule or (z) expressly required or permitted by this AgreementEffective Time, unless Parent shall otherwise consent agree in writing (which consent shall not be unreasonably withheld, conditioned or delayedin accordance with Section 6.2(b), (i) the Company shall conduct its business and shall cause the businesses of the Group Companies shall its Subsidiaries to be conducted in only in, and the Company and its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practicepractice and in compliance in all material respects with all applicable laws and regulations; and (ii) the Company shall use its commercially reasonable best efforts to preserve substantially intact the assets and the business organization of the Group Companies in all material respectsCompany and its Subsidiaries, to keep available the services of the current officers officers, employees and key employees consultants of the Group Companies Company and its Subsidiaries and to maintain in all material respects preserve the current present relationships of the Group Companies Company and its Subsidiaries with existing customers, suppliers and other persons with which the Company or any Group Companies of its Subsidiaries has material significant business relations as relations. By way of the date hereof. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time amplification and termination of this Agreement pursuant to Article VIIInot limitation, except as (x) required by applicable Lawas set forth in Section 5.1 of the Company Disclosure Schedule, (y) set forth in Section 5.01 of the Company Disclosure Schedule as contem- plated by this Agreement or (z) expressly contemplated or permitted by this Agreementin accordance with Section 6.2(b), the Company shall not and shall not permit any other Group Company its Subsidiaries to, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectlyindirectly do, do or propose to do do, any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):Parent:

Conduct of Business by the Company Pending the Merger. The Except as (x) required by applicable law or by a Governmental Entity of competent jurisdiction, (y) expressly permitted or required by this Agreement or (z) otherwise set forth on Item 6.1 of the Company agrees thatLetter, during the period from the date of this Agreement until the Effective Time (or such earlier date on which this Agreement may be terminated in accordance with its terms) the Company shall, and shall cause each of its Subsidiaries to use its commercially reasonable efforts to keep available the services of its present officers and senior employees, to preserve intact the business organization of the Effective Time Company and termination its Subsidiaries, to preserve the assets and properties of this Agreement pursuant the Company and its Subsidiaries in good repair and condition and to Article VIIIpreserve the current relationships of the Company and its Subsidiaries with customers, suppliers and other Persons which the Company or any Subsidiary has material relations, and in all material respects carry on its business in the ordinary course as currently conducted and consistent with past practice. The Company will consult with Newco prior to taking any action or entering into any transaction that may be of strategic importance to the Company or any Subsidiary. Without limiting the generality of the foregoing, and except as (x) required by applicable Lawlaw or by a Governmental Entity of competent jurisdiction, (y) set forth in Section 5.01 of the Company Disclosure Schedule expressly permitted or required by this Agreement or (z) expressly required or permitted by this Agreementotherwise set forth in Item 6.1 of the Company Letter, unless Parent during such period, the Company shall otherwise not, and shall not permit any of its Subsidiaries to, without the prior written consent in writing of Newco (which consent shall not be unreasonably withheld, conditioned withheld or delayed, except with respect to clauses (a)(i), (ib), (d), (f) the businesses of the Group Companies shall be conducted in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable efforts g), with respect to preserve intact the assets and the business organization of the Group Companies in all material respects, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreement, the Company shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not may be unreasonably withheld, conditioned or delayedwithheld in Newco’s sole discretion):

Conduct of Business by the Company Pending the Merger. The Company agrees that, from From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII‎Article 8, except as (x) expressly contemplated by any other provision of this Agreement or as required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required or permitted by this Agreement, unless Parent THL shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall (i) procure that the businesses of the Group Companies shall only be conducted conducted, and the Group Companies shall not take any action except, in a lawfully permitted manner in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable best efforts to preserve intact the assets and the business organization of procure that the Group Companies in all material respectsshall preserve substantially intact their business organization, to keep available the services of the their current officers and key employees of the Group Companies employees, and to maintain in all material respects the preserve their current relationships of the Group Companies with existing Governmental Authorities, customers, suppliers and other persons with which any Group Companies Company has a material business relations as of the date hereofrelation. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII‎Article 8, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by any other provision of this Agreement, the Company shall not and shall not permit any other procure that no Group Company toshall, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent THL (which consent shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business by the Company Pending the Merger. The Company agrees that, from between the date of this Agreement until the earlier of and the Effective Time and termination of this Agreement pursuant to Article VIIITime, except as (x) required by applicable Law, (y) as set forth in Section 5.01 of the Company Disclosure Schedule Letter or (z) as expressly required contemplated under or permitted by any other provision of this AgreementAgreement (the foregoing clauses (x) through (z), collectively, the “Operational Exceptions”), unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), (i) the businesses of the Group Companies Company and the Company Subsidiaries shall be conducted in the ordinary course of business and in a manner matter consistent with past practice; practice and (ii) the Company shall use its commercially reasonable best efforts to preserve substantially intact the assets and the business organization of the Group Companies in all material respectsCompany and the Company Subsidiaries, to keep available the services of the current officers and key employees of the Group Companies Company and the Company Subsidiaries, and to maintain preserve in all material respects the current its present relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Companies it has material business relations as relations. By way of amplification and not limitation, except for the date hereof. Without limiting Operational Exceptions, neither the generality of the foregoing paragraphCompany nor any Company Subsidiary shall, from between the date of this Agreement until the earlier of and the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreement, the Company shall not and shall not permit any other Group Company toTime, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned):

Conduct of Business by the Company Pending the Merger. The Company agrees that, from that between the date of this Agreement until and the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIIIin accordance with its terms, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule Letter, as contemplated or (z) expressly as required by any other provision of this Agreement or permitted as required by this Agreementapplicable Law or the rules or regulations of the NYSE, unless Parent shall otherwise consent agree in writing (which consent agreement shall not be unreasonably withheld, conditioned delayed or delayedconditioned), the Company will, and will cause each Company Subsidiary to, (ix) the businesses of the Group Companies shall be conducted use reasonable best efforts to conduct its operations in all material respects in the ordinary course of business and in a manner consistent with past practice; practice and (y) use commercially reasonable efforts to (i) preserve intact its present business organization and (ii) preserve its current relationships with customers, suppliers, distributors, lessors, landlords, licensors, licensees, creditors, contractors, Governmental Entities and any other person with which the Company shall use its commercially reasonable efforts to preserve intact the assets and the or any Company Subsidiary has a business organization of the Group Companies in all material respects, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Companies has material business relations as of the date hereofrelationship. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIIIforegoing, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule Letter, as required by any other provision of this Agreement or (z) expressly contemplated as required by applicable Law or permitted by this Agreementthe rules or regulations of the NYSE, the Company shall not not, and shall cause each Company Subsidiary not permit any other Group Company to, directly or indirectlybetween the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned):

Conduct of Business by the Company Pending the Merger. The Company agrees that, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIIITime, except as (x) required by applicable Law, (y) set forth in Section 5.01 6.01 of the Company Disclosure Schedule or (z) as expressly required contemplated or permitted by any other provision of this Agreement, unless Parent Buyer Group shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), (i) the businesses of the Group Companies shall only be conducted conducted, and the Group Companies shall not take any action except, in a lawfully permitted manner in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable efforts to preserve intact the assets (including any Intellectual Property) and the business organization of the Group Companies in all material respects. By way of amplification and not limitation, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIIIIX, the Company undertakes to Parent and Merger Company that, except as (x1) required by applicable Law, (y2) set forth in Section 5.01 6.01 of the Company Disclosure Schedule or (z3) expressly contemplated or permitted by any other provision of this Agreement, the Company it shall not not, and shall cause its Subsidiaries not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent Buyer Group (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned):

Conduct of Business by the Company Pending the Merger. The Company agrees that, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII‎VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required Law or permitted by this Agreementor contemplated in the Transaction Documents, unless Parent shall may otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned, and for the avoidance of doubt, such consent of Parent shall be deemed given if approved or directed by the Chairman, in his capacity as the Chairman), (i) the businesses of the Group Companies shall be conducted in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable efforts to preserve substantially intact the assets and the business organization of the Group Companies in all material respectsCompanies, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and other persons Persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality of the foregoing paragraphforegoing, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII‎VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated Law or permitted by this Agreementor contemplated in the Transaction Documents, the Company shall not not, and shall not permit any other procure that no Group Company towill, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned, and for the avoidance of doubt, such consent of Parent shall be deemed given if approved or directed by the Chairman, in his capacity as the Chairman):

Conduct of Business by the Company Pending the Merger. The Company agrees that, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except Except as (xv) required by applicable LawLaw or by a Governmental Entity, (w) expressly permitted or required by this Agreement, (x) for any action expressly required by the Marketed Portfolio Purchase and Sale Agreement (including the retirement of any Indebtedness in connection therewith), (y) otherwise set forth in Section 5.01 of the Company Disclosure Schedule Letter or (z) expressly required or permitted consented to by this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), (i) during the businesses of the Group Companies shall be conducted in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable efforts to preserve intact the assets and the business organization of the Group Companies in all material respects, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality of the foregoing paragraph, period from the date of this Agreement until the earlier of the Effective Time and termination of (or such earlier date on which this Agreement pursuant may be terminated in accordance with its terms), the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in the ordinary course consistent with past practice and, to Article VIIIthe extent consistent therewith, the Company and its Subsidiaries shall use their respective reasonable best efforts to preserve substantially intact their business organizations and Intellectual Property and maintain in all material respects, existing relations and goodwill with tenants, management companies, customers, suppliers, officers and employees and others having business dealings with them and, except as provided in clauses (xv)-(z) required by applicable Lawabove, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreementduring such period, the Company shall not not, and shall not permit any other Group Company of its Subsidiaries to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned; provided, that, for purposes of this Section 7.1, a failure of Parent to respond to a request for consent from the Company within five (5) Business Days from the receipt of such request shall be deemed to constitute consent to such request):