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

Conduct of Business by the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Closing (the “Interim Period”), each of the Company and the Company’s Subsidiaries shall, except to the extent that BRPA shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or as set forth in Schedule 4.1 of the Company Schedules or as contemplated by this Agreement, carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable Legal Requirements (except as expressly contemplated by Schedule 4.1 of the Company Schedules) and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present key officers and employees, and (iii) preserve its relationships with key customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings; provided, that, in the case of each of the preceding clauses (i)-(iii), during any period of full or partial suspension of operations related to COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), the Company may, in connection with the COVID-19 pandemic (or any mutation or variation thereof), take such actions as are reasonably necessary (A) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or its Subsidiaries or (B) to reasonably respond to third-party supply or service disruptions caused by the COVID-19 pandemic, COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), shall provide prompt notice to BRPA of the taking of any action permitted by this proviso. In addition, except as required or permitted or contemplated by the terms of this Agreement or as set forth in Schedule 4.1 of the Company Schedules, without the prior written consent of BRPA, which consent shall not be unreasonably withheld, conditioned or delayed, during the Interim Period, the Company and the Company’s Subsidiaries shall not do any of the following:

Conduct of Business by the Company. During Pending the period from Merger. Following the date of this Agreement and continuing until prior to the earlier of the termination of Effective Time and the date on which this Agreement is terminated pursuant to its terms and the Closing (the “Interim Period”), each of the Company and the Company’s Subsidiaries shallSection 9.1, except as may be consented to the extent that BRPA shall otherwise consent in writing by Verizon (which consent shall not be unreasonably withheld, conditioned or delayed) or as expressly contemplated by a Transaction Agreement or as set forth in Schedule 4.1 Section 7.1 of the Company Schedules or as contemplated by this AgreementDisclosure Letter, carry on the Company covenants and agrees that the Company and each of the Company Subsidiaries shall conduct its business operations in the usual, regular and accordance with its ordinary course of business, consistent with past practices, in substantially the same manner as heretofore conducted practice and in compliance with all Laws applicable Legal Requirements (except as expressly contemplated by Schedule 4.1 to it or to the conduct of the Company Schedules) its business, and use its all commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) maintain rights and franchises, keep available the services of its present key current officers and employees, key employees and (iii) preserve its relationships with key customers, suppliers, distributors, licensors, licensees, customers and others with which it has significant business dealings; provided, that, vendors in such a manner that its goodwill and ongoing businesses would not reasonably be anticipated to be impaired in any material respect. Following the case of each of the preceding clauses (i)-(iii), during any period of full or partial suspension of operations related to COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), the Company may, in connection with the COVID-19 pandemic (or any mutation or variation thereof), take such actions as are reasonably necessary (A) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or its Subsidiaries or (B) to reasonably respond to third-party supply or service disruptions caused by the COVID-19 pandemic, COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), shall provide prompt notice to BRPA of the taking of any action permitted by this proviso. In addition, except as required or permitted or contemplated by the terms date of this Agreement or as set forth in Schedule 4.1 and prior to the earlier of the Company SchedulesEffective Time and the date on which this Agreement is terminated pursuant to Section 9.1 (and notwithstanding the immediately preceding sentence) except (i) as may be required by Law or to comply with any Order relating to the transactions contemplated hereby, without the prior written consent of BRPA, (ii) as may be consented to in writing by Verizon (which consent shall not be unreasonably withheld, conditioned or delayed, during except in the Interim Periodcase of clauses (a), (b) and (d) and, in respect of the foregoing clauses, (p) 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 and the Company’s Subsidiaries shall not do not, nor shall it permit any of the followingCompany Subsidiaries to:

Conduct of Business by the Company. (a) During the period from the date of this Agreement and continuing until to the earlier of the termination of this Agreement pursuant to its terms and the Closing (the “Interim Period”)Effective Time, each except as set forth in Section 5.01(a) of the Company and the Company’s Subsidiaries shall, except Disclosure Schedule or as contemplated by this Agreement or as consented to the extent that BRPA shall otherwise consent in writing in advance by Parent (which consent shall not unreasonably be unreasonably withheld, conditioned withheld or delayed), the Company shall, and shall cause each of its Subsidiaries to, carry on its business in all material respects in the ordinary course and, to the extent consistent therewith, use all commercially reasonable efforts to preserve intact its current business organizations, keep available the services of its current officers, key employees and consultants and preserve its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it. In particular, the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to keep separated the ISS Business from the rest of the business of the Company and its Subsidiaries in all organizational and personnel-related respects, including but not limited to ensuring under German law that (x) no “joint establishment” of the ISS Business exists with any other entity or part of the business of the Company or its Subsidiaries, and (y) any existing joint establishment of the ISS Business with any other part of the business of the Company or its Subsidiaries is terminated or otherwise separated; provided, however, that nothing in this sentence shall require the Company to take any action that would be effective prior to the Acceptance Time to the extent that it would, in the Company’s reasonable judgment, interfere unreasonably with the business or operations of the Company. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as otherwise set forth in Schedule 4.1 Section 5.01(a) of the Company Schedules or Disclosure Schedule as contemplated by this Agreement, carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable Legal Requirements (except as expressly contemplated by Schedule 4.1 of the Company Schedules) shall not, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services shall not permit any of its present key officers and employees, and (iii) preserve its relationships with key customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings; provided, that, in the case of each of the preceding clauses (i)-(iii), during any period of full or partial suspension of operations related to COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), the Company may, in connection with the COVID-19 pandemic (or any mutation or variation thereof), take such actions as are reasonably necessary (A) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or its Subsidiaries or (B) to reasonably respond to third-party supply or service disruptions caused by the COVID-19 pandemic, COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), shall provide prompt notice to BRPA of the taking of any action permitted by this proviso. In addition, except as required or permitted or contemplated by the terms of this Agreement or as set forth in Schedule 4.1 of the Company Schedulesto, without the Parent’s prior written consent of BRPA, (which consent shall not unreasonably be unreasonably withheld, conditioned withheld or delayed, during the Interim Period, the Company and the Company’s Subsidiaries shall not do any of the following:):

Conduct of Business by the Company. During the period from the date of this Agreement and continuing until to the earlier of the termination of this Agreement pursuant to its terms and the Closing (the “Interim Period”)Effective Time, each of the Company and the Company’s Subsidiaries shall, except to the extent that BRPA and shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or as set forth in Schedule 4.1 of cause the Company Schedules or as contemplated by this AgreementSubsidiaries each to, carry on its business businesses in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable Legal Requirements (except as expressly contemplated by Schedule 4.1 of the Company Schedules) and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present current business organization, (ii) goodwill and ongoing businesses, to keep available the services of its the present key officers officers, employees and employeesconsultants of the Company and the Company Subsidiaries and to preserve the present relationships of the Company and the Company Subsidiaries with tenants, and (iii) preserve its relationships with key landlords, customers, suppliers, distributors, licensors, licensees, suppliers and others other persons with which it the Company or any of the Company Subsidiaries has significant business dealings; provided, that, in relationships. Without limiting the case of each generality of the preceding clauses (i)-(iii), during any period of full or partial suspension of operations related to COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof)foregoing, the Company may, in connection with following additional restrictions shall apply: during the COVID-19 pandemic (or any mutation or variation thereof), take such actions as are reasonably necessary (A) period from the date of this Agreement to protect the health and safety earlier of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or its Subsidiaries or (Bi) to reasonably respond to third-party supply or service disruptions caused by the COVID-19 pandemic, COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), shall provide prompt notice to BRPA of the taking of any action permitted by this proviso. In addition, except as required or permitted or contemplated by the terms termination of this Agreement or (ii) Effective Time, except as set forth in Schedule SCHEDULE 4.1 of to the Company SchedulesDisclosure Letter, the Company shall not and shall cause the Company Subsidiaries not to (and not to authorize or commit or agree to) without the prior written consent of BRPA, Acquiror (which such consent shall not be unreasonably withhelddelayed): 4.1.1 (i) except for its regular quarterly dividends not in excess of $.395 per share of Common Shares per quarter, conditioned with customary record and payment dates, declare, set aside or delayedpay any dividends on, during or make any other distributions (whether in cash, stock or property or any combination thereof) in respect of any of the Interim PeriodCompany's shares of beneficial interest or other than the dividend required to be paid pursuant to SECTION 2.2.4(I), (ii) split, combine or reclassify any shares of beneficial interest or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of such shares of beneficial interest or (iii) except in connection with the use of Common Shares to pay the exercise price or tax withholding in connection with the Company's Employee Stock Plans or as otherwise contemplated by or required by this Agreement, purchase, redeem or otherwise acquire any shares of beneficial interests of the Company or any options, warrants or rights to acquire, or security convertible into, shares of such beneficial interests; 4.1.2 except as contemplated under or required pursuant to SECTIONS 4.1.5 and 5.13.2, the Company's Amended and Restated Dividend Reinvestment Share Purchase Plan and Employee Share Purchase Plan and the exercise of share options or issuance of shares pursuant to stock rights, restricted share or performance share awards or warrants outstanding on the date of this Agreement, issue, deliver or sell, or grant any option or other right in respect of, any shares of beneficial interest, any other voting securities of the Company or any Company Subsidiary or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities; provided, however, that with respect to such Dividend Reinvestment Share Purchase Plan, such shares may only be issued, with respect to any dividend payment date after the date of this Agreement, in an amount equal to the dividend payments and not with respect to any optional cash payments; 4.1.3 amend the charter, articles or certificate of incorporation, declaration of trust, bylaws, partnership agreement or other comparable charter or organizational documents of the Company or any Company Subsidiary or enter into, assume or amend any material contract, agreement or commitment, except in the ordinary course of business and consistent with past practice; 22 28 4.1.4 in the case of the Company or any other Company Subsidiary, merge or consolidate with any Person; 4.1.5 in any transaction or series of related transactions involving capital, securities or other assets (including cash) or indebtedness of the Company, a Company Subsidiary, or any combination thereof in excess of $100,000 individually or $500,000 in the aggregate: (i) acquire or agree to acquire by merging or consolidating with, or by purchasing all or a substantial portion of the equity securities or all or substantially all of the assets of, or by any other manner, any business or any corporation, partnership, limited liability company, joint venture, association, real estate investment trust, business trust or other business organization or division thereof or interest therein; (ii) sell, lease or otherwise dispose of any of the Company Properties or any assets (other than sales of the Company's or any Company Subsidiary's "for sale" housing units and condominiums sold or developed for sale in the ordinary course of business) or, except for any Development Properties or Future Development Properties, assign or encumber the right to receive income, dividends, distributions and the like, or otherwise subject any of the Company's properties or assets to any Encumbrance or Lien; (iii) make or agree to make any development or capital expenditures, except (A) in accordance with capital expenditure budgets previously delivered to and approved in writing by Acquiror or in accordance with construction and development budgets pertaining to the Development Properties (the "Development Budgets"), that have been previously delivered to and approved in writing by Acquiror, provided that within any Development Budget for a Development Property, the Company may allocate and reallocate the Company’s Subsidiaries development and capital expenditures as it determines, or (B) in connection with pre-development, investigation and due diligence activities related to the Future Development Properties, which amounts shall not do exceed $100,000 with respect to any Future Development Properties or $500,000 in the aggregate for all Future Development Properties; or (C) in connection with acquisition, development, pre-development, investigation and due diligence activities related to the Future Development Properties, which are disclosed in SCHEDULE 4.1 to the Company Disclosure Letter or (iv) incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person (except as contemplated by subparagraph (iii) above), issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any Company Subsidiary, guarantee any debt securities of another Person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the following:foregoing, prepay or refinance any indebtedness or make any loans, advances or capital contributions to, or investments in, any other Person; 4.1.6

Conduct of Business by the Company. During the period from the date of this Agreement and continuing until to the earlier of the termination of this Agreement pursuant to its terms and the Closing (the “Interim Period”), each of the Company and the Company’s Subsidiaries shallEffective Time, except (i) as consented to the extent that BRPA shall otherwise consent in writing in advance by Parent (which such consent shall not to be unreasonably withheld, conditioned or delayed), (ii) or as set forth in Schedule 4.1 Section 5.1(a) of the Company Schedules Disclosure Letter, (iii) as required by any Governmental Entity or any applicable Law (including any COVID-19 Measures), (iv) for reasonable actions taken in response to COVID-19 (including all COVID-19 Measures) that are taken in good faith and are consistent with reasonable commercial practice in response to COVID-19 and with respect to which the Company has reasonably consulted with Parent (to the extent practicable) or (v) as otherwise specifically required, contemplated or permitted by this Agreement, the Company shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to carry on its business in all material respects in the usual, regular and ordinary course of business consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable Legal Requirements (except as expressly contemplated by Schedule 4.1 of the Company Schedules) practice and use its commercially reasonable best efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) preserve its assets, rights and properties in good repair and condition, keep available the services of its present key current officers and employees, key employees and (iii) consultants and preserve its goodwill and its relationships with key customers, suppliers, distributors, licensors, licensees, distributors and others having material business dealings with which it has significant business dealingsit; provided, thathowever, that the failure to take any action expressly prohibited by or the taking of any action specifically addressed by the covenants and agreements set forth in the case of each of next sentence by the preceding clauses (i)-(iii), during any period of full or partial suspension of operations related to COVID-19 or SARS-CoV-2 virus (Company or any mutation or variation thereof), the Company may, in connection with the COVID-19 pandemic (or any mutation or variation thereof), take such actions as are reasonably necessary (A) of its Subsidiaries shall not be deemed to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with be a breach by the Company or its Subsidiaries or (B) to reasonably respond to third-party supply or service disruptions caused by the COVID-19 pandemic, COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), shall provide prompt notice to BRPA of the taking of any action permitted by covenants and agreements set forth in this provisosentence. In additionaddition to and without limiting the generality of the foregoing, except as required or permitted or contemplated by during the terms period from the date of this Agreement or to the Effective Time, except (1) as set forth in Schedule 4.1 Section 5.1(a) of the Company SchedulesDisclosure Letter, without the prior written (2) as consented to in writing in advance by Parent (such consent of BRPA, which consent shall not to be unreasonably withheld, conditioned or delayed), during (3) as required by any Governmental Entity or any applicable Law (including any COVID-19 Measures), (4) for reasonable actions taken in response to COVID-19 (including all COVID-19 Measures) that are taken in good faith and are consistent with reasonable commercial practice in response to COVID-19 and with respect to which the Interim PeriodCompany has reasonably consulted with Parent (to the extent practicable) or (5) as otherwise specifically required, contemplated or permitted by this Agreement, the Company shall not, and the Company’s Subsidiaries shall not do permit any of the followingits Subsidiaries to:

Conduct of Business by the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Closing Effective Time or such time as Parent's designees shall constitute a majority of the Board of Directors of the Company, the Company (which for the “Interim Period”), each purposes of this Article 5 shall include the Company and the Company’s Subsidiaries shalleach of its subsidiaries) agrees, except to the extent that BRPA Parent shall otherwise consent consent, to carry on its business diligently and in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or as set forth in Schedule 4.1 of the Company Schedules or as contemplated by this Agreement, accordance with good commercial practice and to carry on its business in the usual, regular and ordinary course consistent with past practicescourse, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable Legal Requirements (except as expressly contemplated by Schedule 4.1 of the Company Schedules) laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform in all material respects other material obligations when due and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present key officers and employees, employees and (iii) preserve its relationships with key customers, suppliers, distributors, licensors, licensees, licensees and others with which it has significant business dealings; provided, that, in the case of each of the preceding clauses (i)-(iii), during any period of full or partial suspension of operations related to COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), the Company may, in connection with the COVID-19 pandemic (or any mutation or variation thereof), take such actions as are reasonably necessary (A) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or its Subsidiaries or (B) to reasonably respond to third-party supply or service disruptions caused by the COVID-19 pandemic, COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), shall provide prompt notice to BRPA of the taking of any action permitted by this proviso. In addition, except as required or permitted or contemplated by the terms of this Agreement or (and other than as set forth in Schedule 4.1 Section 5.1 of the Company Schedules), without the prior written consent of BRPA, which consent shall not be unreasonably withheld, conditioned or delayed, during the Interim PeriodParent, the Company and the Company’s Subsidiaries shall not do any of the following:, and shall not permit any of its subsidiaries to do any of the following: (i) Waive any stock repurchase rights, accelerate, amend or change the period of exercisability of options or restricted stock, or reprice options granted under any employee, consultant or director stock plans or authorize cash payments in exchange for any options granted under any of such plans; (ii) Grant any severance or termination pay to any officer or employee except payments in amounts consistent with policies and past practices or pursuant to written plans or agreements outstanding, or policies existing, on the date hereof and as previously disclosed in writing to the other, or adopt any new severance plan; (iii) Transfer or license to any person or entity or otherwise extend, amend or modify in any material respect any rights to the Company's intellectual property or other proprietary rights, or enter into grants to future patent rights, other than in the ordinary course of business, consistent with past practice; (iv) Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock. (v) Repurchase or otherwise acquire, directly or indirectly, any shares of capital stock except pursuant to rights of repurchase of any such shares under any employee, consultant or director stock plan existing on the date hereof (which repurchase rights the Company shall be obligated to exercise if the repurchase price is less than the Merger Consideration). (vi) Issue, deliver, sell, authorize or propose the issuance, delivery or sale of, any shares of capital stock or any securities convertible into shares of capital stock, or subscriptions, rights, warrants or options to acquire any shares of capital stock or any securities convertible into shares of capital stock, or enter into other agreements or commitments of any character obligating it to issue any such shares or convertible securities, other than the issuance of Shares, pursuant to the exercise of stock options therefor outstanding as of the date of this Agreement; (vii) Cause, permit or propose any amendments to any charter document or Bylaw (or similar governing instruments of any subsidiaries); (viii) Acquire or agree to acquire by merging or consolidating with, or by purchasing equity interest in or a material portion of the assets of, or by any other manner, any business or any corporation, partnership interest, 18

Conduct of Business by the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and or the Closing Closing, except: (the “Interim Period”), each of the Company and the Company’s Subsidiaries shall, except a) to the extent that BRPA Parent shall otherwise consent in writing (which such consent shall not to be unreasonably withheld, conditioned or delayed); or (b) or as set forth in Schedule 4.1 of the Company Schedules or as expressly contemplated by this AgreementAgreement or the Company Disclosure Letter, carry on the Company shall conduct its business operations in the usual, regular and ordinary course consistent with past practices, in substantially practice and use reasonable best efforts to preserve the same manner as heretofore conducted present business and in compliance with all applicable Legal Requirements (except as expressly contemplated by Schedule 4.1 operations and goodwill of the Company Schedules) and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organizationCompany, (ii) keep available the services of its present key officers and employees, employees and (iii) preserve its maintain satisfactory relationships with key customerslicensors, suppliers, distributors, licensors, licensees, clients and others having business relationships with which it has significant them (with the Company’s actions taken in response to COVID-19 prior to the date of this Agreement being deemed to be in the ordinary and usual course of business, consistent with past practice when determining whether actions taken after the date of this Agreement are in the ordinary and usual course of business dealingsconsistent with past practice; provided, that, in the case of each of the preceding clauses (i)-(iii), during any period of full or partial suspension of operations related to COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof)COVID-19, the Company may, in connection with may take reasonable actions outside of the COVID-19 pandemic ordinary and usual course of business (or any mutation or variation thereof), take such actions as are x) to the extent reasonably necessary (A) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with of the Company or its Subsidiaries (y) in response to COVID-19 Measures; and provided, further, that, with respect to any material action taken, or (B) omitted to reasonably respond to third-party supply or service disruptions caused be taken, by the COVID-19 pandemicCompany that is a material change from recent past custom and practice as of the date hereof (including, COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereoffor the avoidance of doubt, recent past custom and practice in light of COVID-19), shall the Company shall, where reasonably practicable, provide prompt prior notice to BRPA Parent with respect thereto (and where such prior notice has not been provided, provide notice to Parent reasonably promptly thereafter), and, where reasonably practicable, consult with Parent in good faith in connection therewith). Without limiting the generality of the taking of any action permitted by this proviso. In additionforegoing, except as required or expressly permitted or contemplated by the terms of this Agreement or as set forth in on Schedule 4.1 5.01 of the Company SchedulesDisclosure Letter, or as required by Applicable Legal Requirements, without the prior written consent of BRPA, Parent (which consent shall will not be unreasonably withheld, conditioned or delayed), during the Interim Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company and the Company’s Subsidiaries shall not do any of the following:

Conduct of Business by the Company. During Pending the period from the date Closing. (a) Each of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms MIC and the Closing Company agrees that, except (the “Interim Period”), each i) as set forth in Section 6.3(a) of the Company Disclosure Letter, (ii) as may be expressly required by or expressly provided for in this Agreement (including offers to MGS Employees made pursuant to Section 6.7(a)), (iii) as required by applicable Law or any Contract to which the Company or any Company Subsidiary is bound and which has been made available to Purchaser, (iv) to take such action as is necessary in the Company’s Subsidiaries shallevent of an emergency situation to protect life, except property or the environment or comply with public health requirements or (v) with the prior written consent of Purchaser (such consent not to the extent that BRPA shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the consent of Purchaser shall be deemed to have been given if Purchaser does not object within five (5) or as set forth in Schedule 4.1 of Business Days from the date on which request for such consent reasonably describing the subject matter is provided by the Company Schedules or to Purchaser, so long as contemplated all reasonable questions of Purchaser regarding such matter timely delivered to the Company have been answered during such period, based on information held by the Company at such time, to the reasonable satisfaction of Purchaser), during the period commencing on the date hereof and ending at the earlier of (A) the Closing and (B) termination of this AgreementAgreement pursuant to Section 8.1 (Termination), carry on its business the Company shall, and shall cause the Company Subsidiaries to, (and MIC shall cause the Company and the Company Subsidiaries to) conduct their respective operations in the usual, regular and ordinary course of business materially consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable Legal Requirements (except as expressly contemplated by Schedule 4.1 of the Company Schedules) practice and use its their commercially reasonable efforts to preserve intact their respective business organizations, maintain their assets and properties materially consistent with past practices and policies to (i) preserve substantially intact its present business organizationpractice, (ii) keep available the services of its present key their executive officers and employeesmaintain in all material respects goodwill and satisfactory relationships with Persons having business relationships with them. (b) In furtherance and not in limitation of Section 6.3(a), each of MIC and the Company agrees that during the period commencing on the date hereof and ending at the earlier 73 of (x) the Closing and (iiiy) preserve its relationships with key customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings; provided, that, in the case termination of each of the preceding clauses this Agreement pursuant to Section 8.1 (i)-(iiiTermination), during any period of full or partial suspension of operations related to COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), the Company may, in connection with the COVID-19 pandemic (or any mutation or variation thereof), take such actions as are reasonably necessary except (A) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or its Subsidiaries or (B) to reasonably respond to third-party supply or service disruptions caused by the COVID-19 pandemic, COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), shall provide prompt notice to BRPA of the taking of any action permitted by this proviso. In addition, except as required or permitted or contemplated by the terms of this Agreement or as set forth in Schedule 4.1 Section 6.3(b) of the Company SchedulesDisclosure Letter, without (B) as may be expressly required by or expressly provided for in this Agreement (including offers to MGS Employees made pursuant to Section 6.7(a)), (C) as required by applicable Law or (D) with the prior written consent of BRPA, which Purchaser (such consent shall not to be unreasonably withheld, conditioned or delayed; provided, that, other than with respect to matters described in Section 6.3(g) (which shall be governed by the terms and conditions set forth therein), the consent of Purchaser shall be deemed to have been given if Purchaser does not object within five (5) Business Days from the date on which request for such consent reasonably describing the subject matter is provided by the Company to Purchaser, so long as all reasonable questions of Purchaser regarding such matter timely delivered to the Company have been answered during such period, based on information held by the Interim PeriodCompany at such time, to the reasonable satisfaction of Purchaser), the Company shall not, and shall cause the Company Subsidiaries not to, (and MIC shall cause the Company and the Company’s Company Subsidiaries shall not to) effect any of the following: (i) make any change in or amendment to their Constituent Documents; (ii) issue, reissue, deliver, redeliver, pledge, suffer a Lien, dispose of or sell, or authorize the issuance, reissuance, delivery, redelivery, pledge, existence of a Lien, disposition or sale of, any units, membership interests, partnership interests or capital stock or any other Equity Interests, as applicable, of the Company or any of the Company Subsidiaries, or issue, reissue, deliver, redeliver, pledge, suffer a Lien, dispose of or sell, or authorize the issuance, reissuance, delivery, redelivery, pledge, existence of a Lien, disposition or sale of, any securities convertible into or exchangeable for, or options, warrants or rights to purchase or subscribe for, or enter into any arrangement or Contract with respect to the issuance, reissuance, delivery, redelivery, pledge, existence of a Lien, disposition or sale of, any units, membership interests, partnership interests, capital stock, or any other Equity Interests, as applicable of the Company or any of the Company Subsidiaries; (iii) split, combine, adjust, subdivide, redeem or reclassify, or purchase or otherwise acquire, or make any commitments to do any of the following:foregoing with respect to, any units, shares of capital stock, membership interests, partnership interests or other Equity Interests, as applicable, of the Company or any Company Subsidiary; (iv) (A) sell, transfer, lease, sublease, license or otherwise dispose of, or mortgage, any assets, Equity Interests or properties of the Company or any Company Subsidiary, (B) sell, assign, transfer, abandon, license or sublicense, modify, grant rights to, dispose of or terminate, fail to maintain or renew or allow to lapse any Intellectual Property (including any rights therein or thereto) material to the business of the Company or any Company Subsidiaries, except for non-exclusive licenses granted in the ordinary course of business or (C) take any action (or fail to take any action) that would subject any assets or properties to a Lien (other than a Permitted Lien permitted under each Material Debt Contract), except, in each case, (x) dispositions of obsolete or immaterial assets or (y) transfers among the Company and the Company Subsidiaries in the ordinary course of business; 74

Conduct of Business by the Company. During the period from the date of this Agreement and continuing until to the earlier of the termination of Effective Time, except (x) as required by applicable Law, (y) as required or expressly contemplated or permitted by this Agreement pursuant to its terms and the Closing or (the “Interim Period”), each z) as set forth in Section 4.01(a) of the Company and the Company’s Subsidiaries shall, except Disclosure Letter or as consented to the extent that BRPA shall otherwise consent in writing in advance by Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or as set forth in Schedule 4.1 of ), the Company Schedules or as contemplated by this Agreementshall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to carry on its business in the usual, regular and ordinary course consistent with past practicespractice prior to the Closing and, in substantially to the same manner as heretofore conducted and in compliance with all applicable Legal Requirements (except as expressly contemplated by Schedule 4.1 of the Company Schedules) and extent consistent therewith, use its commercially reasonable efforts consistent with past practices to preserve in all material respects its current business organization and policies to (i) preserve substantially intact its present business organizationgoodwill, (ii) keep available the services of its present key officers current officers, employees and employees, consultants and (iii) preserve in all material respects its relationships with key customers, suppliers, distributors, licensors, licensees, and distributors, others with which it has significant business dealings; provided, that, in the case of each of the preceding clauses (i)-(iii), during any period of full or partial suspension of operations related to COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), the Company may, in connection with the COVID-19 pandemic (or any mutation or variation thereof), take such actions as are reasonably necessary (A) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having material business dealings with it and Governmental Entities having regulatory dealings with it. In addition to and without limiting the Company or its Subsidiaries or (B) to reasonably respond to third-party supply or service disruptions caused by the COVID-19 pandemic, COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), shall provide prompt notice to BRPA generality of the taking foregoing, during the period from the date of any action this Agreement to the Effective Time, except (x) as required by applicable Law, (y) as required or expressly contemplated or permitted by this proviso. In addition, except as required or permitted or contemplated by the terms of this Agreement or (z) as set forth in Schedule 4.1 Section 4.01(a) of the Company SchedulesDisclosure Letter, the Company shall not, and shall cause each of its Subsidiaries not to, without the Parent’s prior written consent of BRPA, (which consent shall not be unreasonably withheld, conditioned or delayed); provided, during the Interim Periodthat, the Company VMware, Pivotal Software, Inc., a Delaware corporation (“Pivotal”), and the Company’s their respective Subsidiaries shall not do any be considered Subsidiaries of the following:Company for which the Company is obligated to cause to comply with this Section 4.01(a) except as set forth on Section 4.01 of the Company Disclosure Letter (but subject to the restrictions set forth in Section 4.01(b) (with respect to VMware) and Section 4.01(c) (with respect to Pivotal)):

Conduct of Business by the Company. During the period from the date of this Agreement hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms and or the Closing (the “Interim Period”)Closing, each of the Company and the Company’s each of its Subsidiaries shall, except to the extent that BRPA shall as otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or as set forth in Schedule 4.1 of the Company Schedules or as expressly contemplated by this Agreement, Disclosure Schedule or required to consummate the transaction contemplated hereunder, or to the extent that the Purchaser shall otherwise consent in writing, (i) carry on its business in the usual, regular and ordinary course consistent with past practicescourse, in substantially the same manner as heretofore conducted and consistent with the Company’s plan’s for managing its business and other operations and in material compliance with all applicable Legal Requirements laws and regulations, (except as expressly contemplated by Schedule 4.1 ii) pay its debts and Taxes when due, pay or perform other material obligations when due, (iii) make no material change to the compensation arrangement or agreement with the Chief Executive Officer and other key employees of the Company, (iv) not sell, assign or transfer any material Company SchedulesIntellectual Property other than in the ordinary course of business, (iv) not initiate and shall use commercially reasonable efforts to not allow, any material change or amendment to, or termination of, a material contract to which the Company or a Subsidiary is a party (other than termination through ordinary course expiration of its terms), (v) not declare or pay any dividends, and (vi) use commercially reasonable efforts consistent with past practices and policies and its existing restructuring plans to (ix) preserve substantially intact its present business organization, (iiy) keep available the services of its present key executive officers and employees, and (iiiz) preserve its relationships with key customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings; provided, that, in the case of each of the preceding clauses (i)-(iii), during any period of full or partial suspension of operations related to COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), the Company may, in connection with the COVID-19 pandemic (or any mutation or variation thereof), take such actions as are reasonably necessary (A) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or its Subsidiaries or (B) to reasonably respond to third-party supply or service disruptions caused by the COVID-19 pandemic, COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), shall provide prompt notice to BRPA of the taking of any action permitted by this proviso. In addition, except as required or permitted or contemplated by the terms of this Agreement or as set forth in Schedule 4.1 of the Company Schedules, without shall promptly notify in writing the prior written consent Purchaser of BRPA, which consent shall not any event that it believes could reasonably be unreasonably withheld, conditioned or delayed, during the Interim Period, the Company and expected to lead to a Material Adverse Effect on the Company’s Subsidiaries shall not do any of the following:.

Conduct of Business by the Company. During the period from (a) From and after the date of this Agreement and continuing hereof until the earlier of the termination of Effective Time and the date, if any, on which this Agreement is terminated pursuant to its terms and the Closing Section 8.1 (the “Interim PeriodTermination Date”), each of the Company and the Company’s Subsidiaries shallexcept (A) as may be required by applicable Law, except to the extent that BRPA shall otherwise consent (B) as may be agreed in writing by Parent (which consent shall such agreement not to be unreasonably withheld, conditioned or delayed), (C) as may be expressly contemplated by this Agreement or (D) as set forth in Schedule 4.1 Section 6.1 of the Company Schedules or as contemplated by this AgreementDisclosure Letter, carry on the Company shall (and shall cause each of its Subsidiaries to) conduct the business of the Company and its Subsidiaries in all material respects only in the usual, regular and ordinary course of business and consistent with past practices, in substantially the same manner as heretofore conducted practice and in material compliance with all applicable Legal Requirements (except as expressly contemplated by Schedule 4.1 of Laws; and the Company Schedulesshall (and shall cause each of its Subsidiaries to) and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact the Company’s and each of its present Subsidiaries’ business organizationorganizations and goodwill, (ii) to keep available the services of those of the Company’s and any of its Subsidiaries’ present key officers officers, employees and employees, consultants who are integral to the operation of their businesses as presently conducted and (iii) to preserve its their present relationships with key significant customers, suppliersclients, distributors, licensorscreditors, lessors, licensees, licensors, suppliers and others vendors and with which it has other Persons with whom they have significant business dealings; provided, that, relations. In furtherance and not in the case limitation of each of the preceding clauses (i)-(iii), during any period of full or partial suspension of operations related to COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof)foregoing, the Company may, in connection with the COVID-19 pandemic shall not (or any mutation or variation thereofand shall cause each of its Subsidiaries not to), take such actions as are reasonably necessary between the date hereof and the Effective Time or, if earlier, the Termination Date, except (A) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or its Subsidiaries or as may be required by applicable Law, (B) as may be agreed in writing by Parent (such agreement not to reasonably respond to third-party supply or service disruptions caused by the COVID-19 pandemic, COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), shall provide prompt notice to BRPA of the taking of any action permitted by this proviso. In addition, except as required or permitted or contemplated by the terms of this Agreement or as set forth in Schedule 4.1 of the Company Schedules, without the prior written consent of BRPA, which consent shall not be unreasonably withheld, conditioned or delayed), during the Interim Period, (C) as may be expressly contemplated by this Agreement or (D) as set forth in Section 6.1 of the Company and the Company’s Subsidiaries shall not do any of the followingDisclosure Letter:

Conduct of Business by the Company. During Pending the period from Closing. The Company agrees that, between the date of this Agreement and continuing until the earlier Effective Time, except as set forth in Section 5.01 of the termination Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement pursuant to its terms and the Closing (the “Interim Period”including, without limitation, Section 5.12(b)), each unless Parent shall otherwise agree in writing, which agreement shall not be unreasonably withheld or delayed, (x) the respective businesses of the Company and the Company’s Company Subsidiaries shall(other than WME) shall be conducted only in, except to and the extent that BRPA shall otherwise consent in writing Company and the Company Subsidiaries (which consent other than WME) shall not be unreasonably withheldtake any action except in, conditioned or delayed) or as set forth in Schedule 4.1 of the Company Schedules or as contemplated by this Agreement, carry on its business in the usual, regular and ordinary course of business consistent with past practicespractice, in substantially the same manner as heretofore conducted and in compliance with all applicable Legal Requirements (except as expressly contemplated by Schedule 4.1 of y) the Company Schedules) and shall use its commercially all reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present key officers such of the current officers, significant employees and employees, consultants of the Company and the Company Subsidiaries (iiiother than WME) and to preserve its the current relationships of the Company and the Company Subsidiaries (other than WME) with key such of the customers, suppliers, distributors, licensors, licensees, suppliers and others other persons with which it the Company or any Company Subsidiary (other than WME) has significant business dealings; provided, that, relations in the case of each of the preceding clauses order to preserve substantially intact its business organization and (i)-(iii), during any period of full or partial suspension of operations related z) with respect to COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof)WME, the Company may, in connection will use all reasonable efforts to cause WME to comply with the COVID-19 pandemic covenants contained in this Section 5.01, including clauses (or a) through (i) below including, without limitation, by voting on any mutation or variation thereof), take such actions as are reasonably necessary (A) to protect the health and safety matter presented for a vote of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with stockholders of WME all shares of WME capital stock owned by the Company or its Subsidiaries or any Company Subsidiary in a manner consistent with this clause (B) to reasonably respond to third-party supply or service disruptions caused by the COVID-19 pandemic, COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereofz), shall provide prompt notice and by directing those of its employees who are on the Board of Directors of WME to BRPA vote on all matters presented for action by such Board in a manner consistent with this clause (z). By way of the taking of any action permitted by this proviso. In additionamplification and not limitation, except as required or permitted or contemplated by the terms of this Agreement or as set forth in Schedule 4.1 Section 5.01 of the Company SchedulesDisclosure Schedule or as expressly contemplated by any other provision of this Agreement, neither the Company nor any Company Subsidiary (other than WME) shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of BRPAParent, which consent shall not be unreasonably withheld, conditioned withheld or delayed, during the Interim Period, the Company and the Company’s Subsidiaries shall not do any of the following:

Conduct of Business by the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and or the Closing (such period, the “Interim Period”), the Company shall, and shall cause each of its Subsidiaries to, (A) carry on their respective businesses in the Company ordinary course consistent with past practice and in material compliance with applicable Law and company policies, and (B) use commercially reasonable efforts to maintain and preserve their respective businesses, material assets and organizations intact, retain their respective present officers and maintain and preserve their respective goodwill and relationships with customers, suppliers, employees (other than employee terminations in the Company’s Subsidiaries shallordinary course of business), licensors, Governmental Entities, creditors and others having business relations with such Persons, except in each case: (a) to the extent that BRPA Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed); (b) or as set forth in Schedule 4.1 of the Company Schedules or as expressly contemplated by this Agreement, carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable Legal Requirements (except as expressly contemplated by Schedule 4.1 Recapitalization or Section 6.1 of the Company SchedulesDisclosure Letter; or (c) and use as required by applicable Law or Governmental Entity. Notwithstanding anything to the contrary contained herein, to the extent the Company or any of its Subsidiaries takes or fails to take any commercially reasonable efforts consistent with past practices and policies action directly in response to any COVID-19 Measures, including the establishment of any commercially reasonable policy, procedure or protocol, such action or failure to act shall not be deemed to constitute an action taken in violation or breach of Section 6.1(a) through (iw) preserve substantially intact its present business organization, (ii) keep available the services of its present key officers and employees, and (iii) preserve its relationships with key customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings; provided, thatso long as, in the case of each of the preceding clauses (i)-(iii)instance, during prior to taking or omitting to take any period of full such action that would otherwise violate or partial suspension of operations related to COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof)breach this Section 6.1, the Company mayprovides Parent with advance notice of such anticipated action and, in connection with the COVID-19 pandemic respect to taking or omitting to take any action that would violate or breach clauses (or any mutation or variation thereofa), take such actions (c), (d), (e), (f), (h), (m), (n) or (w) (solely as are reasonably necessary clause (Aw) pertains to protect the health and safety foregoing clauses), receives Parent’s prior written consent (which may be given or withheld in its sole discretion). Without limiting the generality of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or its Subsidiaries or (B) to reasonably respond to third-party supply or service disruptions caused by the COVID-19 pandemic, COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), shall provide prompt notice to BRPA of the taking of any action permitted by this proviso. In additionforegoing, except as required or permitted or expressly contemplated by the terms of this Agreement or as set forth in Schedule 4.1 on Section 6.1 of the Company SchedulesDisclosure Letter, or as required by applicable Law, without the prior written consent of BRPA, which consent shall not be unreasonably withheld, conditioned or delayedParent, during the Interim Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall not, and the Company’s shall cause its Subsidiaries shall not to, do any of the following:

Conduct of Business by the Company. During the period from From the date of this Agreement and continuing until hereof to the earlier of the termination of this Agreement pursuant to its terms and the Closing (the “Interim Period”)Closing, each of the Company and the Company’s Subsidiaries shallwill, except as otherwise required or provided herein or consented to the extent that BRPA shall otherwise consent in writing (which consent shall not be unreasonably withheldby Buyer, conditioned or delayed) or as set forth in Schedule 4.1 of the Company Schedules or as contemplated by this Agreement, carry on conduct its business only in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted practice and in material compliance with all applicable Legal Requirements (except as expressly contemplated by Schedule 4.1 of the Company Schedules) Law and use its commercially reasonable efforts to preserve intact, consistent with past practices practices, its existing assets, business organizations and policies to (i) preserve substantially intact its present business organizationoperations, (ii) keep available the services of its present key current officers and employees, employees and (iii) preserve its present rights, Permits, franchises, goodwill and relationships with key customers, suppliers, distributors, licensors, licensees, lessors and others with which it has significant business dealings; provided, that, in the case of each of the preceding clauses (i)-(iii), during any period of full or partial suspension of operations related to COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), the Company may, in connection with the COVID-19 pandemic (or any mutation or variation thereof), take such actions as are reasonably necessary (A) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with it, in each case so that they will be preserved after the Closing. Without limiting the generality of the foregoing and of Section 6.1, from the date hereof to the Closing, each of Seller and the Company shall make available to Buyer and Buyer’s representatives, and provide Buyer and Buyer’s representatives with reasonable access to, the Company’s senior executives and sales force for purposes of discussing post-Closing terms of employment; provided that, to the extent that Buyer or its Subsidiaries or (B) Buyer’s representatives contacts any member of such sales force pursuant to reasonably respond the foregoing and this Agreement is thereafter terminated, then Buyer agrees that such member of the sales force shall be treated as a person who first became known to thirdBuyer in connection with Buyer’s consideration of the Transaction for purposes of the non-party supply or service disruptions caused solicitation and non-hire provision set forth in the Confidentiality Agreement. Prior to the Closing, Seller and the Company will use commercially reasonable efforts to cause each of the individuals listed on Section 6.2 of the Company Disclosure Letter to execute a non-competition agreement with the Company, in the form of the Confidentiality and Non-Competition Agreement customarily used by the COVID-19 pandemic, COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), shall provide prompt notice to BRPA of Company. From the taking of any action permitted by this proviso. In additiondate hereof until the Closing Date, except as required or permitted or contemplated by the terms of this Agreement or as set forth in Schedule 4.1 Section 6.2 of the Company SchedulesDisclosure Letter, without the prior written as expressly required by this Agreement or unless Buyer shall otherwise consent in writing, each of BRPA, which consent shall not be unreasonably withheld, conditioned or delayed, during the Interim Period, Seller and the Company and the Company’s Subsidiaries shall not do any of the followingshall: