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

Conduct of Business Pending the Merger. SECTION 6.01 Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as otherwise expressly provided for in this Agreement, unless Merger Sub shall otherwise agree in writing, the Company shall, and shall cause its subsidiaries, to conduct its business in the ordinary course and in a manner consistent with past custom and practice (including with respect to quantity and frequency in all material respects). The Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to (i) preserve intact its business organization, (ii) keep available the services of the current officers, employees and consultants of the Company and its subsidiaries, (iii) preserve the current relationships of the Company and its subsidiaries with customers, distributors, suppliers, licensors, licensees, contractors and other persons with which the Company or its subsidiaries has significant business relations, (iv) maintain all assets in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct of the Company's and its subsidiaries' business as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except as contemplated by this Agreement, or as set forth in Section 6.01 of the Company Disclosure Schedule, the Company shall not, and shall cause its subsidiaries not to, between the date of this Agreement and the Effective Time, directly or indirectly do any of the following without the prior written consent of Merger Sub (which consent shall not be unreasonably withheld or delayed):

Conduct of Business Pending the Merger. SECTION 6.01 5.01 Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except as expressly contemplated by this Agreement or as set forth in Section 6.01 5.01 of the Company Disclosure Schedule or as otherwise expressly provided for Schedule, the businesses of the 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 this Agreementa manner consistent with past practice and in compliance in all material respects with applicable Law, unless Merger Sub shall otherwise agree in writing, and the Company shall, and shall cause its subsidiaries, to conduct its business in each of the ordinary course and in a manner consistent with past custom and practice (including with respect to quantity and frequency in all material respects). The Company shall, and shall cause its subsidiaries Subsidiaries to, use commercially its reasonable best efforts to (i) preserve substantially intact its the business organization, (ii) keep available the services of the current officers, employees and consultants organization of the Company and its subsidiariesthe Subsidiaries, (iii) to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to maintain and protect rights in material Intellectual Property used in the business of the Company and the Subsidiaries and to preserve the current relationships of the Company and its subsidiaries the Subsidiaries with customers, distributors, suppliers, licensors, licensees, contractors suppliers and other persons with which the Company or its subsidiaries any Subsidiary has significant material business relations, (iv) maintain all assets in good repair and condition (except for ordinary wear and tear) other than those disposed of each case in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct of the Company's and its subsidiaries' business as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except By way of amplification and not limitation, except as expressly contemplated by any other provision of this Agreement, Agreement or as set forth in Section 6.01 5.01 of the Company Disclosure Schedule, the Company shall not, and shall cause its subsidiaries not toagrees that neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly do indirectly, do, or propose to do, any of the following without the prior written consent of Merger Sub (which consent shall not be unreasonably withheld or delayed):Parent:

Conduct of Business Pending the Merger. SECTION 6.01 Section 7.01 Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between From the date hereof until such time as Parent’s designees shall constitute a majority of the Company Board or the earlier termination of this Agreement and the Effective Timein accordance with its terms, except as required or otherwise expressly permitted or contemplated by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 7.01 of the Company Disclosure Schedule and except with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or as otherwise expressly provided for in this Agreement, unless Merger Sub shall otherwise agree in writingconditioned, the Company shall, and shall cause its subsidiarieseach of the Company Subsidiaries to, to conduct its business in the ordinary course and in a manner consistent with past custom and practice (including with respect to quantity and frequency in all material respects). The Company shall, and shall cause use its subsidiaries to, use commercially reasonable efforts to (i) preserve intact its the business organizationorganization of the Company and the Company Subsidiaries, (ii) keep available the services of the current officers, employees and consultants of the Company and its subsidiaries, (iii) preserve the current beneficial relationships of the Company and its subsidiaries the Company Subsidiaries with customersany persons (including, but not limited to, suppliers, partners, contractors, distributors, supplierscustomers, licensorsadvertisers, licensors and licensees, contractors and other persons ) with which the Company or its subsidiaries any Company Subsidiary has significant material business relations, (iii) retain the services of the present officers and key employees of the Company and each Company Subsidiary, in each case, to the end that the goodwill and ongoing business of the Company and each Company Subsidiary will be unimpaired in any material respect at the Merger Effective Time, (iv) maintain comply in all assets material respects with all applicable Laws and the requirements of all Company Material Contracts and (v) keep in good repair full force and condition (except for ordinary wear effect all material insurance policies maintained by the Company and tear) the Company Subsidiaries, other than those disposed of changes to such policies made in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct of the Company's and its subsidiaries' business as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except as required, permitted or otherwise contemplated by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 7.01 of the Company Disclosure Schedule, neither the Company shall not, and shall cause its subsidiaries not tonor any Company Subsidiary shall, between the date of this Agreement and such time as Parent’s designees shall constitute a majority of the Effective TimeCompany Board or the earlier termination of this Agreement in accordance with its terms, directly or indirectly do any of the following without the prior written consent of Merger Sub (Parent, which consent shall not be unreasonably withheld withheld, delayed or delayed):conditioned:

Conduct of Business Pending the Merger. SECTION 6.01 Section 5.1 Conduct of Business by of the Company Pending the Merger. The Company covenants and agrees that, between 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 agrees as to itself and each of its Subsidiaries, except to the extent that Parent shall otherwise consent in writing, or as set forth expressly contemplated or permitted by this Agreement, or as otherwise indicated in Section 6.01 5.1 of the Company Disclosure Schedule Schedule, or as otherwise expressly provided for in this Agreement, unless Merger Sub shall otherwise agree in writing, the Company shall, and shall cause its subsidiariesrequired by a Governmental Entity of competent jurisdiction, to conduct carry on its business in the ordinary course in substantially the same manner as previously conducted, to pay its debts and in a manner consistent with past custom and practice (including with respect Taxes when due, subject to quantity and frequency in all material respects). The Company shallgood faith disputes over such debts or Taxes, and shall cause its subsidiaries to, use commercially reasonable efforts to (i) preserve intact its business organization, (ii) keep available the services of the current officers, employees and consultants of the Company and its subsidiaries, (iii) preserve the current relationships of the Company and its subsidiaries with customers, distributors, suppliers, licensors, licensees, contractors and other persons with which the Company or its subsidiaries has significant business relations, (iv) maintain all assets in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practicein substantially the same manner as previously paid, (v) maintain all insurance currently used to pay or perform its other material obligations when due in the conduct of ordinary course in substantially the Company's same manner as previously paid or performed, to maintain insurance coverages and its subsidiaries' business as currently conductedbooks, (vi) maintain the Company's and its subsidiaries' books of account accounts and records in the usualusual manner generally consistent with past practices, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent to comply in all material respects with all applicable laws, ordinances and regulations of Governmental Entities, to maintain and keep its properties and equipment in good repair, working order and condition (except ordinary wear and tear), and, to the Company's ordinary course of extent consistent with such business, use all reasonable efforts, generally consistent with past practicepractices and policies, to preserve intact its present business organization and its relationships with officers, employees and others having business dealings with it; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters specifically addressed by any other provision of this Section 5.1 shall be deemed to be a breach of this paragraph of Section 5.1 unless such breach would constitute a breach of one or more of such other provisions. Except Without limiting the generality of the foregoing and except as expressly contemplated by this Agreement, or as set forth in Section 6.01 of during the Company Disclosure Schedule, the Company shall not, and shall cause its subsidiaries not to, between period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do any of the following without the prior written consent of Merger Sub (which consent Parent, the Company shall not be unreasonably withheld or delayed):and shall not permit any of its Subsidiaries to:

Conduct of Business Pending the Merger. SECTION 6.01 5.1 Conduct of Business by of the Company Pending the Merger. The Company covenants and agrees that, between during the period from the date hereof until the time persons nominated by Parent or Purchaser constitute a majority of this Agreement and the Effective TimeBoard of Directors, except as set forth in Section 6.01 of pursuant to the Company Disclosure Schedule terms hereof or as otherwise expressly provided for disclosed in this Agreementthe SEC Reports, or unless Merger Sub Purchaser shall otherwise agree in writing, the businesses of the Company shalland its subsidiaries shall be conducted only in, and the Company and its subsidiaries shall cause its subsidiariesnot take any action except in, to conduct its business in the ordinary course of business and in a manner consistent with past custom practice and practice (including with respect to quantity and frequency in compliance in all material respects). The respects with applicable laws; and the Company shall, and shall cause its subsidiaries to, shall each use commercially its reasonable good faith efforts to (i) preserve substantially intact the business organization and assets of the Company and its business organizationsubsidiaries, (ii) to keep available the services of the current present officers, employees and consultants of the Company and its subsidiaries, (iii) subsidiaries and to preserve the current present relationships of the Company and its subsidiaries with customers, distributors, suppliers, licensors, licensees, contractors suppliers and other persons with which the Company or any of its subsidiaries has significant business relations. By way of amplification and not limitation, (iv) maintain all assets in good repair and condition (except for ordinary wear and tear) other than those disposed of in neither the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct of the Company's and its subsidiaries' business as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all Company nor any of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except as contemplated by this Agreement, or as set forth in Section 6.01 of the Company Disclosure Schedule, the Company shall not, and shall cause its subsidiaries not toshall, between the date of this Agreement and the Effective Timetime persons nominated by Parent or Purchaser constitute a majority of the Board of Directors, directly or indirectly do do, or propose or commit to do, any of the following following, except as otherwise contemplated by this Agreement, as previously disclosed in the SEC Reports filed prior to the date of this Agreement or as set forth in Schedule 5.1 of the Disclosure Schedule, without the prior written consent of Merger Sub (which consent shall not be unreasonably withheld or delayed):Parent:

Conduct of Business Pending the Merger. SECTION 6.01 Conduct of Business by the Company Pending the Merger6.01. CONDUCT OF BUSINESS BY THE COMPANY PENDING THE MERGER. The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as otherwise expressly provided for in this Agreement, unless Merger Sub Parent shall otherwise agree in writing, or except as expressly contemplated by this Agreement or described in Section 6.01 of the Disclosure Schedule, the businesses of the Company shalland the Subsidiaries of the Company shall be conducted only in, and the Company and the Subsidiaries of the Company shall cause its subsidiariesnot take any action except in, to conduct its business in the ordinary course of business and in a manner consistent with past custom practice; and practice (including with respect to quantity and frequency in all material respects). The the Company shall, and shall cause use its subsidiaries to, use commercially reasonable best efforts consistent with its obligations under this Agreement to (i) preserve substantially intact its the business organizationorganization of the Company and the Subsidiaries of the Company, (ii) to keep available the services of the current officers, employees and consultants of the Company and its subsidiaries, (iii) the Subsidiaries of the Company and to preserve the current relationships of the Company and its subsidiaries the Subsidiaries of the Company with customers, distributors, suppliers, licensors, licensees, contractors suppliers and other persons with which the Company or its subsidiaries any Subsidiary of the Company has significant business relations; PROVIDED THAT nothing in this Section 6.01 shall require the Company or the Subsidiaries of the Company to make any payments to any officer, (iv) maintain all assets employee, consultant or other person who is not otherwise entitled to receive such payments solely in good repair and condition (except for ordinary wear and tear) other than those disposed of order to keep available the services of, or preserve any current relationship with, any such person, unless such payments would be in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct of the Company's and its subsidiaries' business as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except By way of amplification and not limitation, except as expressly contemplated by this Agreement, or as set forth in Agreement and Section 6.01 of the Company Disclosure Schedule, neither the Company shall not, and shall cause its subsidiaries not tonor any Subsidiary of the Company shall, between the date of this Agreement and the Effective Time, directly or indirectly do indirectly, do, or propose to do, any of the following without the prior written consent of Merger Sub (which consent shall not be unreasonably withheld or delayed):Parent:

Conduct of Business Pending the Merger. SECTION 6.01 5.1 Conduct of Business by of the Company Pending the Merger. The Company covenants and agrees that, between From the date of this Agreement until the earlier of the Effective Time and the Effective Timevalid termination of this Agreement in accordance with Article VIII, except as otherwise expressly permitted or required by this Agreement, as set forth in Section 6.01 5.1 of the Company Disclosure Schedule Schedule, the taking of any COVID Action (the “COVID Company Exception”), or as otherwise expressly provided for in this Agreementto the extent required to comply with applicable Laws, or unless Merger Sub Parent shall otherwise agree consent in writingwriting (which consent shall not be unreasonably withheld, conditioned or delayed), (a) the Company shall, and shall cause its subsidiaries, to conduct its business in the ordinary course and in a manner consistent with past custom and practice (including with respect to quantity and frequency in all material respects). The Company shall, and shall cause each of its subsidiaries to, use commercially reasonable efforts and the Company shall exercise (and cause its subsidiaries to exercise) any available rights with respect to its Joint Ventures to cause each such Joint Venture to, (i) preserve intact conduct its business organization, (ii) keep available the services of the current officers, employees and consultants of the Company and its subsidiaries, (iii) preserve the current relationships of the Company and its subsidiaries with customers, distributors, suppliers, licensors, licensees, contractors and other persons with which the Company or its subsidiaries has significant business relations, (iv) maintain all assets in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom practice and practicein substantially the same manner as heretofore conducted and (ii) use their respective commercially reasonable efforts to maintain their respective relationships with Governmental Entities, (v) maintain all insurance currently used in customers, suppliers, contractors, distributors, creditors, lessors and other third parties that have material business dealings with the conduct Company or such subsidiary of the Company's Company and its subsidiaries' business as currently conducted, (vi) maintain keep available the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all services of its material Intellectual Property Rightsofficers and key employees and consultants, in each case, as is reasonably necessary to preserve substantially intact its business organization, (b) the Company shall not, and it shall cause each of its Affiliates not to, directly or indirectly, take any action (including any action with respect to a third-party) that would, or would reasonably be expected to, individually or in a manner consistent in all material respects with the Company's ordinary course aggregate, prevent, materially delay or materially impede the consummation of business, consistent with past practice. Except as the Merger or the other transactions contemplated by this AgreementAgreement or their respective ability to satisfy their obligations hereunder, or as set forth in Section 6.01 and (c) without limiting the generality of the Company Disclosure Scheduleforegoing, the Company shall not, and shall cause its subsidiaries each subsidiary of the Company not to, between the date of this Agreement and the Effective Time, directly or indirectly do any of the following without and shall exercise (and shall cause its subsidiaries to exercise) any available rights with respect to its Joint Ventures to cause each such Joint Venture not to do any of the prior written consent of Merger Sub (which consent shall not be unreasonably withheld or delayed):following:

Conduct of Business Pending the Merger. SECTION 6.01 Section 5.01 Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between from the date hereof until the earlier of the Effective Time and termination of this Agreement and the Effective Timepursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 6.01 5.01 of the Company Disclosure Schedule or as otherwise (z) expressly provided for in contemplated or permitted by this Agreement, unless Merger Sub Parent shall otherwise agree consent in writingwriting (which consent shall not be unreasonably withheld, conditioned or delayed), (i) the Company shall, and businesses of the Group Companies shall cause its subsidiaries, to conduct its business be conducted in the ordinary course of business and in a manner consistent with past custom practice, (ii) the Company shall use its commercially reasonable efforts to preserve intact the assets and practice (including with respect to quantity and frequency business organization of the Group Companies in all material respects). The Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to (i) preserve intact its business organization, (ii) keep available the services of the current officers, officers and key employees and consultants of the Company Group Companies and its subsidiaries, (iii) preserve to maintain in all material respects the current relationships of the Company and its subsidiaries Group Companies with existing customers, distributors, suppliers, licensors, licensees, contractors suppliers and other persons with which any Group Companies has material business relations as of the date hereof and (iii) the Company shall as promptly as practicable after the date hereof make the registrations set forth in Section 5.01(iii) of the Company Disclosure Schedule with respect to SAFE Rules and Regulations (or its subsidiaries has significant business relationsany successor law, rule or regulation). Without limiting the generality of the foregoing paragraph, from the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (ivy) maintain all assets set forth in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct Section 5.01 of the Company's and its subsidiaries' business as currently conducted, Company Disclosure Schedule or (viz) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except as expressly contemplated or permitted by this Agreement, or as set forth in Section 6.01 of the Company Disclosure Schedule, the Company shall not, not and shall cause its subsidiaries not permit any other Group Company to, between the date of this Agreement and the Effective Time, directly or indirectly indirectly, do or propose to do any of the following without the prior written consent of Merger Sub Parent (which consent shall not be unreasonably withheld withheld, conditioned or delayed):

Conduct of Business Pending the Merger. SECTION 6.01 4.1 Conduct of Business by of the Company Pending the Merger. The Except as set forth in Section 4.1 of the Disclosure Schedule, the Company covenants and agrees that, between during the period from the date hereof to the Effective Time (except as otherwise contemplated by the terms of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as otherwise expressly provided for in this Agreement), unless Merger Sub Parent shall otherwise agree in writingwriting in advance, the businesses of the Company shalland its Subsidiaries shall be conducted, in all material respects, only in, and the Company and its Subsidiaries shall cause its subsidiariesnot take any action except in, to conduct its business in the ordinary course of business and in a manner consistent with past custom and practice (including with respect to quantity and frequency and, in all material respects). The , in compliance with applicable laws; and the Company shalland its Subsidiaries shall each use its reasonable best efforts consistent with the foregoing to preserve substantially intact the business organization of the Company and its Subsidiaries, and shall cause its subsidiaries to, use commercially reasonable efforts to (i) preserve intact its business organization, (ii) keep available the services of the current present officers, employees and consultants of the Company and its subsidiaries, (iii) Subsidiaries and to preserve the current present relationships of the Company and its subsidiaries Subsidiaries with customers, distributors, suppliers, licensorsadvertisers, licensees, contractors distributors and other persons with which the Company or any of its subsidiaries Subsidiaries has significant business relations. By way of amplification and not limitation, (iv) maintain all assets in good repair and condition neither the Company nor any of its Subsidiaries shall (except for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct of the Company's and its subsidiaries' business as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except as contemplated by this Agreement, or as set forth in Section 6.01 4.1 of the Company Disclosure Schedule, Schedule and except as otherwise contemplated by the Company shall not, and shall cause its subsidiaries not to, terms of this Agreement) between the date of this Agreement and the Effective Time, directly or indirectly do do, or propose or commit to do, any of the following without the prior written consent of Merger Sub (which consent shall not be unreasonably withheld or delayed):Parent:

Conduct of Business Pending the Merger. SECTION 6.01 5.1 Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between during the period from the date of this Agreement and continuing until the Effective Time, except earlier of the termination of this Agreement or the time Acquisition's designees are elected as set forth in Section 6.01 directors of the Company Disclosure Schedule or as otherwise expressly provided for in this Agreementpursuant to Section 1.3, unless Merger Sub Parent shall otherwise agree in writing, which agreement shall not be unreasonably withheld or delayed, the Company shall, shall conduct its business and shall cause the businesses of its subsidiaries to be conducted only in, and the Company and its subsidiaries shall not take any action except in, the ordinary course of business and in the manner consistent with past practice; and the Company shall use reasonable commercial efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to conduct its business in the ordinary course and in a manner consistent with past custom and practice (including with respect to quantity and frequency in all material respects). The Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to (i) preserve intact its business organization, (ii) keep available the services of the current present officers, employees and consultants of the Company and its subsidiaries, (iii) subsidiaries and to preserve the current present relationships of the Company and its subsidiaries with customers, distributors, suppliers, licensors, licensees, contractors suppliers and other persons with which the Company or any of its subsidiaries has significant business relations. By way of amplification and not limitation, (iv) maintain all assets in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct of the Company's and its subsidiaries' business as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except as contemplated by this Agreement, or as set forth in Section 6.01 of neither the Company Disclosure Schedule, the Company shall not, and shall cause nor any of its subsidiaries not toshall, between during the period from the date of this Agreement and continuing until the Effective Timeearlier of the termination of this Agreement or the time Acquisition's designees are elected as directors of the Company pursuant to Section 1.3, directly or indirectly do do, or propose to do, any of the following without the prior written consent of Merger Sub (Parent, which consent shall not be unreasonably withheld or delayed)::

Conduct of Business Pending the Merger. SECTION 6.01 Conduct of Business by the Company Pending the Merger. (a) The Company covenants and agrees that, between the date of this Agreement and the Effective TimeTime or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except (1) as required by Law or any Governmental Authority, (2) as agreed in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), (3) as expressly required under this Agreement, the Ancillary Agreements or the Related Transaction Agreements or (4) as set forth in Section 6.01 6.1(a) of the Company Disclosure Schedule or as otherwise expressly provided for in this Agreement, unless Merger Sub shall otherwise agree in writingSchedule, the business of the Post-Sale Company shall, and the Post-Sale Subsidiaries shall cause its subsidiaries, to conduct its business be conducted only in the ordinary course of business and in a manner consistent with past custom and practice (including with respect to quantity and frequency in all material respects). The ; and the Company shall, and shall cause use its subsidiaries to, use commercially reasonable best efforts to (i) preserve intact its the Post-Sale Company’s and the Post-Sale Subsidiaries’ business organizationorganizations, (ii) preserve intact the Post-Sale Company’s and the Post-Sale Subsidiaries’ goodwill and ongoing business relationships with borrowers, schools, insurers, service providers and others having business dealings with them and to keep available the services of the current their present officers, employees and consultants consultants. Without limiting the generality of the foregoing, the Company and its subsidiariesagrees with Buyer that, except (A) as required by Law or any Governmental Authority, (iiiB) preserve the current relationships of the Company and its subsidiaries with customersas agreed in writing by Buyer (which consent shall not be unreasonably withheld, distributors, suppliers, licensors, licensees, contractors and other persons with which the Company delayed or its subsidiaries has significant business relationsconditioned), (ivC) maintain all assets in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct of the Company's and its subsidiaries' business as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except as contemplated by required under this Agreement, the Ancillary Agreements or the Related Transaction Agreements or (D) as set forth in Section 6.01 6.1(a) of the Company Disclosure Schedule, the Company shall not, and shall cause not permit any of its subsidiaries not Subsidiaries to, between to the date of this Agreement extent relating to the Post-Sale Company and the Effective Time, directly or indirectly do any of the following without the prior written consent of Merger Sub (which consent shall not be unreasonably withheld or delayed):Post-Sale Subsidiaries:

Conduct of Business Pending the Merger. SECTION Section 6.01 Conduct C onduct of The Company Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except Except as set forth in Section on S ection 6.01 of the Company Disclosure Schedule or Letter, as otherwise expressly provided for in contemplated by this Agreement, unless Merger Sub as consented to by Pubco in writing (which consent shall otherwise agree in writingnot be unreasonably conditioned, withheld or delayed), or as may be required by Law (including COVID-19 Measures), during the Pre-Closing Period, the Company shall, and shall cause the Company Subsidiaries to, (a) use its subsidiaries, commercially reasonable efforts to conduct and operate its business in the ordinary course and in a manner consistent with past custom and practice practice, (including with respect to quantity and frequency in all material respects). The Company shall, and shall cause its subsidiaries to, b) use commercially reasonable efforts to (i) preserve intact its the current business organizationorganization and ongoing businesses of the Company Entities, and maintain the existing relations and goodwill of the Company Entities with customers, suppliers, joint venture partners, distributors and creditors of the Company Entities, (iic) use commercially reasonable efforts to keep available the services of the current their present officers, employees and consultants (d) use commercially reasonable efforts to maintain all insurance policies of the Company and its subsidiariesEntities or substitutes therefor. Without limiting the generality of the foregoing, (iii) preserve the current relationships except as set forth on S ection 6.01 of the Company and its subsidiaries with customersDisclosure Letter, distributors, suppliers, licensors, licensees, contractors and other persons with which the Company or its subsidiaries has significant business relations, (iv) maintain all assets in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct of the Company's and its subsidiaries' business as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except as expressly contemplated by this Agreement, as consented to by Pubco in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as set forth in Section 6.01 of the Company Disclosure Schedulemay be required by Law (including COVID-19 Measures), the Company shall not, and the Company shall cause its subsidiaries the Company Subsidiaries not to, between during the date of this Agreement and the Effective Time, directly or indirectly do any of the following without the prior written consent of Merger Sub (which consent shall not be unreasonably withheld or delayed):Pre-Closing Period:

Conduct of Business Pending the Merger. SECTION 6.01 Section 5.1 Conduct of Business by of the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except as set forth in expressly required or expressly permitted by this Agreement or Section 6.01 5.1 of the Company’s Disclosure Letter, and except with the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, the businesses of the Company Disclosure Schedule or as otherwise expressly provided for in this Agreementand its Subsidiaries shall be conducted in, unless Merger Sub shall otherwise agree in writing, and the Company shalland its Subsidiaries shall not take any action except in, and shall cause its subsidiaries, to conduct its business in the ordinary course and in a manner of business consistent with past custom practice; and practice (including with respect the Company shall use its reasonable best efforts to quantity preserve substantially intact the business organization of the Company and frequency its Subsidiaries, to preserve in all material respects). The respects the assets and properties of the Company shalland its Subsidiaries in good repair and condition, and shall cause its subsidiaries to, use commercially reasonable efforts to (i) preserve intact its business organization, (ii) keep available the services of the current officers, officers and key employees and consultants of the Company and its subsidiaries, (iii) Subsidiaries and to preserve the current relationships of the Company and its subsidiaries Subsidiaries with customers, distributors, suppliers, licensors, licensees, contractors suppliers and other persons with which the Company or any of its subsidiaries Subsidiaries has significant business relations, (iv) maintain all assets in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct of the Company's and its subsidiaries' business as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except as contemplated expressly required or expressly permitted by this Agreement, Agreement or as set forth in Section 6.01 5.1 of the Company Company’s Disclosure ScheduleLetter, neither the Company shall not, and shall cause nor any of its subsidiaries not toSubsidiaries shall, between the date of this Agreement and the Effective Time, directly or indirectly do any of the following without the prior written consent of Merger Sub (Buyer, which consent shall not be unreasonably withheld withheld, conditioned or delayed)::

Conduct of Business Pending the Merger. SECTION 6.01 Conduct Except (i) as expressly contemplated by this Agreement, (ii) as described in Section 5.1 of Business by the Disclosure Schedule or (iii) to the extent Acquired Corporation and the Company Pending shall otherwise consent in writing, Acquired Corporation and the Merger. The Company covenants covenant and agrees agree that, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective TimeDate, except as set forth in Section 6.01 of Acquired Corporation and the Company Disclosure Schedule or shall conduct their businesses and that of their Subsidiaries, each group taken as otherwise expressly provided for in this Agreementa whole, unless Merger Sub shall otherwise agree in writingonly in, and neither Acquired Corporation nor the Company shallshall take any action except in, and neither shall cause its subsidiariesSubsidiaries to take any action except in, to conduct its business in the ordinary course of business and in a manner consistent with past custom practice and practice (including with respect to quantity and frequency in compliance in all material respects). The respects with all applicable laws and regulations; and Acquired Corporation and the Company shall, and shall cause its subsidiaries to, use commercially all reasonable efforts to (i) preserve substantially intact the respective business organization thereof and of its business organizationSubsidiaries, (ii) each group taken as a whole, to keep available the services of the current officers, employees and consultants of the Company thereof, and its subsidiaries, (iii) to preserve the current present relationships of the Company and its subsidiaries thereof with customers, distributors, suppliers, licensors, licensees, contractors distributors and other persons with which the Company they or its subsidiaries any of their Subsidiaries has significant business relations, (iv. Acquired Corporation and the Company agree that the individuals identified in Section 5.1(a) maintain all assets in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct of the Company's Disclosure Schedule shall be authorized to provide the agreement of each to the various acts of Acquired Corporation and its subsidiaries' business the Company contemplated by this Section 5.1 during the period from the date of this Agreement until the earlier of the termination of this Agreement or the Effective Date. In addition, except (i) as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except as expressly contemplated by this Agreement, or (ii) as set forth described in Section 6.01 5.1 of the Company Disclosure Schedule, Schedule or (iii) to the extent Acquired Corporation and the Company shall nototherwise consent in writing, and neither Acquired Corporation nor the Company shall, nor shall cause its subsidiaries not they permit their respective Subsidiaries to, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective TimeDate, directly or indirectly do any of the following without the prior written consent of Merger Sub (which consent shall not be unreasonably withheld or delayed):following:

Conduct of Business Pending the Merger. SECTION 6.01 Section 5.01 Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective TimeTime and the termination of this Agreement pursuant to Article VIII, except as required by applicable Law, as set forth in Section 6.01 5.01 of the Company Disclosure Schedule or as otherwise expressly provided for in contemplated by any other provision of this Agreement, unless Merger Sub Parent shall otherwise agree consent in writingwriting (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause (i) conduct the its subsidiaries, to conduct its business businesses in a lawfully permitted manner in the ordinary course of business and in a manner consistent with past custom and practice (including with respect to quantity and frequency in all material respects). The Company shall, and shall cause its subsidiaries tothe Group Companies to conduct their respective businesses in a lawfully permitted manner in the ordinary course of business and consistent with past practice in all material respects or at the direction of or with approval from any of Parent, use commercially reasonable efforts to (i) preserve intact its business organizationMerger Sub, Sponsor, Rollover Shareholders or their respective Affiliates; and (ii) the Company shall use its reasonable best efforts to preserve substantially intact the business organization of the Group Companies, to keep available the services of the current officers, employees employees, consultants, contractors, subcontractors and consultants agents of the Company Group Companies and its subsidiaries, (iii) to preserve the current relationships of the Company and its subsidiaries Group Companies with Governmental Authorities, customers, distributors, suppliers, licensors, licensees, contractors suppliers and other persons Persons with which the Company or its subsidiaries any Group Companies has significant business material relations. By way of amplification and not limitation, (iv) maintain all assets in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct of the Company's and its subsidiaries' business as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except as expressly contemplated by any other provision of this Agreement, or as set forth in Section 6.01 of the Company Disclosure Schedulerequired by applicable Law, the Company shall not, and shall cause not permit any of its subsidiaries not Subsidiaries to, between the date of this Agreement and the earlier of the Effective TimeTime and the termination of this Agreement pursuant to Article VIII, directly or indirectly do indirectly, do, or propose to do, any of the following without the prior written consent of Merger Sub Parent (which consent shall not be unreasonably withheld withheld, conditioned or delayed):), except at the direction or approval from any of Parent, Merger Sub, Rollover Shareholders or their respective Affiliates:

Conduct of Business Pending the Merger. SECTION 6.01 Conduct of Business by 5.1. CONDUCT OF BUSINESS OF THE COMPANY PENDING THE MERGER During the Company Pending the Merger. The Company covenants and agrees that, between period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or agrees as otherwise expressly provided for in this Agreement, unless Merger Sub to itself and each of its Subsidiaries (except to the extent that Acquiror shall otherwise agree consent in writing, the Company shall, and shall cause its subsidiaries, ) to conduct carry on its business in the ordinary course in substantially the same manner as previously conducted, to pay its debts and taxes when due, subject to good faith disputes over such debts or taxes, in a the ordinary course in substantially the same manner as previously paid, to pay or perform its other obligations when due in the ordinary course in substantially the same manner as previously paid or performed, to maintain insurance coverages and its books, accounts and records in the usual manner consistent with past custom and practice (including with respect practices, to quantity and frequency comply in all material respectsrespects with all applicable laws, ordinances and regulations of Governmental Entities, to maintain and keep its properties and equipment in good repair, working order and condition (except ordinary wear and tear). The Company shall, and shall cause its subsidiaries toand, to the extent consistent with such business, use commercially all reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of the current officers, its present officers and key employees and consultants of the Company and preserve its subsidiaries, (iii) preserve the current relationships of the Company and its subsidiaries with customers, suppliers, distributors, suppliers, licensors, licensees, contractors and other persons others having business dealings with which it. Without limiting the Company or its subsidiaries has significant business relations, (iv) maintain all assets in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct generality of the Company's foregoing and its subsidiaries' business except as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except as expressly contemplated by this Agreement, or as set forth specifically disclosed in Section 6.01 5.1 of the Company Disclosure Schedule, during the Company shall not, and shall cause its subsidiaries not to, between period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do any of the following without the prior written consent of Merger Sub Acquiror (which consent shall will not be unreasonably withheld or delayed):), the Company shall not and shall not permit any of its Subsidiaries to:

Conduct of Business Pending the Merger. SECTION 6.01 Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule Statement or as otherwise expressly provided for in this Agreement, unless Merger Sub shall otherwise agree in writing, writing (which will not be unreasonably withheld or delayed) the Company shall, and shall cause its subsidiariessubsidiaries to, to conduct its business in the ordinary course and in a manner consistent with past custom and practice (including with respect to quantity and frequency in all material respects)respects with past practice. The Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to (i) preserve intact its business organization, (ii) keep available the services of the current officers, key employees and consultants of the Company and its subsidiaries, (iii) preserve the current relationships of the Company and its subsidiaries with customers, franchisees, distributors, suppliers, licensors, licensees, contractors and other persons with which the Company or its subsidiaries has significant business relations, (iv) maintain all assets in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practicebusiness, (v) maintain all insurance currently used in necessary to the conduct of the Company's and its subsidiaries' business as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner manner, and (vii) maintain maintain, enforce and protect all of its the material Intellectual Property Rights, in each case, Rights owned or used by the Company or its subsidiaries in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except By way of amplification and not limitation, except as contemplated by this Agreement, or as set forth in Section 6.01 of the Company Disclosure ScheduleStatement, the Company shall not, and shall cause its subsidiaries not to, between the date of this Agreement and the Effective Time, directly or indirectly do do, or propose to do, any of the following without the prior written consent of Merger Sub (which consent shall not be unreasonably withheld or delayed):).

Conduct of Business Pending the Merger. SECTION 6.01 5.01 Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between Between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 5.01 of the Company Disclosure Schedule or as otherwise expressly provided for in this Agreement, unless Merger Sub shall otherwise agree in writingwriting (which shall not be unreasonably withheld), the Company shall, and shall cause each of its subsidiariesSubsidiaries, to conduct its business in the ordinary course and in a manner consistent with past custom and practice (including with respect to quantity and frequency in all material respects)respects with past practice. The Between the date of this Agreement and the Effective Time, the Company shall, and shall cause each of its subsidiaries Subsidiaries to, use all commercially reasonable efforts to (i) preserve intact its business organization, (ii) keep available the services of the current officers, key employees and key consultants of the Company and each of its subsidiariesSubsidiaries, (iii) preserve the current relationships of the Company and each of its subsidiaries Subsidiaries with customers, distributors, suppliers, licensors, licensees, contractors and other persons Persons with which the Company or any of its subsidiaries Subsidiaries has significant business relations, (iv) maintain all material assets in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practicebusiness, (v) maintain all insurance currently used in necessary to the conduct of the Company's and its subsidiaries' business as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, Rights in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except By way of amplification and not limitation, except as contemplated by this Agreement, or as set forth in Section 6.01 5.01 of the Company Disclosure Schedule, the Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, between the date of this Agreement and the Effective Time, directly or indirectly do do, or propose to do, any of the following without the prior written consent of Merger Sub (which consent shall not be unreasonably withheld or delayedwithheld):

Conduct of Business Pending the Merger. SECTION 6.01 5.1 Conduct of Business by of the Company Pending the Merger. The Company covenants and agrees as to itself and to any of its Subsidiaries of which the Company has, directly or indirectly, the power generally to direct or control the day-to-day management and policies thereof, whether through ownership of securities, by contract or otherwise (each, a "Controlled Subsidiary"), that, between during the period from the date of this Agreement and until the Effective Time, except as set forth expressly permitted by this Agreement, as disclosed in Section 6.01 5.1 of the Company Disclosure Schedule Schedule, or as otherwise expressly provided for in this Agreementrequired by law, or unless Merger Sub Acquiror shall otherwise agree in writing, (A) the Company shall, and shall cause its subsidiaries, to conduct its business in the ordinary course and in a manner consistent with past custom and practice (including with respect to quantity and frequency in all material respects). The Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to (i) preserve intact its business organization, (ii) keep available the services of the current officers, employees and consultants of the Company and its subsidiariesControlled Subsidiaries shall be conducted in the ordinary course of business and substantially in the same manner as heretofore conducted, (iiiB) preserve it shall make distributions at times and in amounts sufficient and take all actions necessary to continue to qualify as a REIT under the current relationships of Code, (C) the Company and its subsidiaries Controlled Subsidiaries shall use reasonable commercial efforts to preserve their business organization, goodwill and their present relationships with customers, distributors, suppliers, licensors, licensees, contractors and other persons with which the Company or any of its subsidiaries Controlled Subsidiaries has significant business relations, (ivD) maintain all assets in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practicecontinue to maintain, (v) maintain all insurance currently used in the conduct of the Company's and its subsidiaries' business as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects respects, their properties in accordance with the Company's ordinary course of businesspresent practices in a condition, consistent with past practice. Except taken as contemplated by this Agreementa whole, or as set forth in Section 6.01 of reasonably suitable for their current use, and (E) neither the Company Disclosure Schedule, the Company shall not, and shall cause its subsidiaries not to, between the date of this Agreement and the Effective Time, directly or indirectly do nor any of the following its Controlled Subsidiaries shall without the prior written consent of Merger Sub the Acquiror (which consent shall not be unreasonably withheld or delayed):

Conduct of Business Pending the Merger. SECTION 6.01 Conduct of Business by the Company Pending the Merger. The Company covenants and agrees on behalf of itself and its Subsidiaries that, between the date of this Agreement and the Effective Time, unless Parent and Merger Sub shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the business of the Company and each of its Subsidiaries shall be conducted only in, and the Company shall not and shall not permit any of its Subsidiaries to, take any action except (i) in the ordinary course of business or (ii) as expressly contemplated by this Agreement or (iii) as set forth in Section 6.01 4.1 of the Company Disclosure Schedule or as otherwise expressly provided for in this Agreement, unless Merger Sub shall otherwise agree in writing, Letter; and the Company shall, and shall cause will use its subsidiaries, to conduct its business in the ordinary course and in a manner consistent with past custom and practice (including with respect to quantity and frequency in all material respects). The Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to (i) preserve substantially intact the business organization of the Company and its business organizationSubsidiaries taken as a whole), (ii) to keep available the services of the current present officers, employees and consultants of the Company and its subsidiaries, (iii) Subsidiaries and to preserve the current present relationships of the Company and its subsidiaries Subsidiaries with customers, distributorsclients, suppliers, licensors, licensees, contractors suppliers and other persons Persons with which the Company or any of its subsidiaries Subsidiaries has significant business relationsrelations and pay all applicable Taxes when due and payable. In determining whether to consent to an action proposed to be taken by the Company prior to the Closing Date for which the consent of Parent is required under Section 4.1(d), (iv) maintain all assets in good repair the parties hereto acknowledge and agree that Parent may take into account, among other factors, the impact of the proposed action on the financial condition (except of the Company and its Subsidiaries, taken as a whole, as of the Effective Time and whether such action is reasonably necessary or appropriate for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct of the Company's and its subsidiaries' business during the period prior to the Closing Date. Without limiting the generality of the foregoing, except as currently conducted, (vix) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except as expressly contemplated by this Agreement, Agreement or as (y) set forth in Section 6.01 4.1 of the Company Disclosure ScheduleLetter, the Company shall not, and shall cause not permit any of its subsidiaries not Subsidiaries to, between the date of this Agreement and the Effective Time, directly or indirectly do any of the following without the prior written consent of Parent and Merger Sub (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned):

Conduct of Business Pending the Merger. SECTION 6.01 Conduct 4.1 CONDUCT OF BUSINESS OF THE COMPANY PENDING THE MERGER. Except as set forth in Section 4.1 of Business by the Company Pending Disclosure Schedule, the Merger. The Company covenants and agrees that, between during the period from the date hereof to the Effective Time (except as otherwise contemplated by the terms of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as otherwise expressly provided for in this Agreement), unless Merger Sub Parent shall otherwise agree in writingwriting in advance, the businesses of the Company shalland its Subsidiaries shall be conducted, in all material respects, only in, and the Company and its Subsidiaries shall cause its subsidiariesnot take any action except in, to conduct its business in the ordinary course of business and in a manner consistent with past custom and practice (including with respect to quantity and frequency and, in all material respects). The , in compliance with applicable laws; and the Company shalland its Subsidiaries shall each use its reasonable best efforts consistent with the foregoing to preserve substantially intact the business organization of the Company and its Subsidiaries, and shall cause its subsidiaries to, use commercially reasonable efforts to (i) preserve intact its business organization, (ii) keep available the services of the current present officers, employees and consultants of the Company and its subsidiaries, (iii) Subsidiaries and to preserve the current present relationships of the Company and its subsidiaries Subsidiaries with customers, distributors, suppliers, licensorsadvertisers, licensees, contractors distributors and other persons with which the Company or any of its subsidiaries Subsidiaries has significant business relations. By way of amplification and not limitation, (iv) maintain all assets in good repair and condition neither the Company nor any of its Subsidiaries shall (except for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct of the Company's and its subsidiaries' business as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except as contemplated by this Agreement, or as set forth in Section 6.01 4.1 of the Company Disclosure Schedule, Schedule and except as otherwise contemplated by the Company shall not, and shall cause its subsidiaries not toterms of this Agreement), between the date of this Agreement and the Effective Time, directly or indirectly do do, or propose or commit to do, any of the following without the prior written consent of Merger Sub (which consent shall not be unreasonably withheld or delayed):Parent:

Conduct of Business Pending the Merger. SECTION 6.01 5.01. Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 5.01 of the Company Disclosure Schedule or as otherwise expressly provided for in this Agreement, unless Merger Sub Parent shall otherwise agree (which agreement shall not be unreasonably withheld or delayed) in writing, the Company shallBusinesses shall be conducted only in, and the Company and the Subsidiaries shall cause its subsidiariesnot take any action except in, to conduct its business in the ordinary course of business and in a manner consistent with past custom and practice (including with respect to quantity and frequency in all material respects). The respects with past practice; and the Company shall, and shall cause use its subsidiaries to, use commercially reasonable best efforts to (i) preserve intact its business organization, (ii) to keep available the services of the current officers, employees and consultants of the Company and its subsidiaries, (iii) the Subsidiaries and to preserve the current relationships of the Company and its subsidiaries the Subsidiaries with customers, distributors, suppliers, licensors, licensees, contractors and other persons with which the Company or its subsidiaries any Subsidiary has significant business relations. By way of amplification and not limitation, (iv) maintain all assets in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct of the Company's and its subsidiaries' business as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except as contemplated by this Agreement, or as set forth in Section 6.01 5.01 of the Company Disclosure Schedule, neither the Company shall not, and shall cause its subsidiaries not tonor any of the Subsidiaries shall, between the date of this Agreement and the Effective Time, directly or indirectly do do, or propose to do, any of the following without the prior written consent of Merger Sub (Parent, which consent shall not be unreasonably withheld or delayed)::

Conduct of Business Pending the Merger. SECTION 6.01 5.01. Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 5.01 of the Company Company's Disclosure Schedule Schedule, or as otherwise expressly provided for in this Agreement, unless Merger Sub Parent expressly shall otherwise agree (which agreement shall not be unreasonably withheld or delayed) in writing, the Company shallBusiness shall be conducted only in, and the Company shall cause its subsidiariesnot take any action except in, to conduct its business in the ordinary course of business and in a manner consistent with past custom and practice (including with respect to quantity and frequency in all material respects). The respects with past practice; and the Company shall, and shall cause use its subsidiaries to, use commercially reasonable efforts to (i) preserve intact its business organization, (ii) to keep available the services of the current officers, employees and consultants of the Company and its subsidiaries, (iii) to preserve the current relationships of the Company and its subsidiaries with customers, distributors, suppliers, licensors, licensees, contractors and other persons with which the Company or its subsidiaries has significant business relationsrelations and the Company will take no action not authorized hereby which would adversely affect its ability to consummate the Merger or the other transactions contemplated hereby. By way of amplification and not limitation, (iv) maintain all assets except as expressly provided for in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct of the Company's and its subsidiaries' business as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except as contemplated by this Agreement, or as set forth in Section 6.01 5.01 of the Company Disclosure Schedule, the Company shall not, and shall cause its subsidiaries not to, between the date of this Agreement and the Effective Time, directly or indirectly do do, or propose to do, any of the following without the prior written consent of Merger Sub (Parent, which consent shall not be unreasonably withheld or delayed)::

Conduct of Business Pending the Merger. SECTION 6.01 Section 5.01 Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except as expressly contemplated by this Agreement or as set forth in Section 6.01 5.01 of the Company Disclosure Schedule or as otherwise expressly provided for in this AgreementLetter, unless without the prior written consent of Parent and Merger Sub (which consent shall otherwise agree not be unreasonably withheld, conditioned or delayed), the businesses of the Company and the Company Subsidiaries shall be conducted in writingall material respects in the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of the Company Subsidiaries to, use its subsidiariesreasonable best efforts consistent with past practice to preserve in all material respects its business organization, to conduct preserve its assets and properties in good repair and condition, to maintain capital expenditure levels consistent with past practices, to keep available the services of its present officers and to preserve in all material respects its current relationships with customers, suppliers, employees and other Persons with which the Company or any Company Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past custom and practice (including with respect to quantity and frequency in all material respects)practice. The Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to (i) preserve intact its business organization, (ii) keep available Without limiting the services generality of the current officersforegoing, employees and consultants of the Company and its subsidiaries, (iii) preserve the current relationships of the Company and its subsidiaries with customers, distributors, suppliers, licensors, licensees, contractors and other persons with which the Company or its subsidiaries has significant business relations, (iv) maintain all assets in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct of the Company's and its subsidiaries' business as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except as contemplated by any other provision of this Agreement, Agreement or as set forth in Section 6.01 5.01 of the Company Disclosure ScheduleLetter, the Company shall not, and shall cause its subsidiaries not toagrees that neither it nor any Company Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly indirectly, do any of the following without following, except with the prior written consent of Parent and Merger Sub (which consent shall not be unreasonably withheld withheld, conditioned or delayed):

Conduct of Business Pending the Merger. SECTION 6.01 6.1 Conduct of the Business by the Company Pending the Merger. The Company covenants and agrees that, between Between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as otherwise expressly provided for in this Agreement, unless Merger Sub shall otherwise agree in writing, Time (i) the Company shall, and shall cause its subsidiariesthe Company Subsidiaries to, to conduct its business the businesses of the Company and the Company Subsidiaries only in the ordinary course of business and in a manner consistent with past custom practice and practice (including with respect to quantity and frequency in compliance in all material respects). The respects with all applicable Laws; (ii) the Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to (i) preserve substantially intact its the business organizationorganization of the Company and the Company Subsidiaries, (ii) to keep available the services of the current officers, employees and consultants of the Company and its subsidiaries, (iii) the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with its subsidiaries with customers, suppliers, distributors, suppliers, licensors, licensees, contractors licensees and other persons with which the Company or its subsidiaries any of the Company Subsidiaries has significant business relations; (iii) the Company shall take all necessary actions to cause its required periodic filings to be made with the SEC in a timely manner, including its Quarterly Report on Form 10-Q for the calendar quarter ending March 31, 2015; and (iv) maintain all assets in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct of the Company's and its subsidiaries' business as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except as contemplated by this Agreement, or as set forth in Section 6.01 of the Company Disclosure Schedule, the Company shall not, and shall cause its subsidiaries the Company Subsidiaries not to, take any action with an intent to adversely affect or delay in any material respect the ability of either Parent or the Company to obtain any necessary approvals of any regulatory agency or other Governmental Authority required for the Transactions. In addition, and not in limitation of the foregoing, except as (x) expressly contemplated by this Agreement, (y) set forth in Section 6.1 of the Disclosure Schedule or (z) as required in compliance with all applicable Laws, neither the Company nor any of the Company Subsidiaries shall, between the date of this Agreement and the Effective Time, directly or indirectly do indirectly, do, or propose to do, any of the following without the prior written consent of Merger Sub Parent (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned):

Conduct of Business Pending the Merger. SECTION 6.01 5.01 Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective TimeTime and the termination of this Agreement in accordance with its terms (the “Pre-Closing Period”), except as contemplated by this Agreement or as set forth in Section 6.01 5.01 of the Company Disclosure Schedule or as otherwise expressly provided for in this Agreement, unless Merger Sub shall otherwise agree in writingSchedule, the Company shall, shall and shall cause its subsidiaries, the Company Subsidiaries to conduct its business in the ordinary course and in a manner consistent with past custom and practice (including with respect to quantity and frequency in all material respects). The Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to (i) preserve intact its business organization, (ii) keep available the services of the current officers, employees and consultants businesses of the Company and its subsidiaries, (iii) preserve the current relationships of the Company and its subsidiaries with customers, distributors, suppliers, licensors, licensees, contractors and other persons with which the Company or its subsidiaries has significant business relations, (iv) maintain Subsidiaries in all assets in good repair and condition (except for ordinary wear and tear) other than those disposed of material respects in the ordinary course of business consistent with past custom practice and, to the extent consistent therewith, use reasonable best efforts to (i) preserve substantially intact the business organization of the Company and practicethe Company Subsidiaries, (vii) continue to employ the executive officers and Key Employees of the Company on commercially reasonable terms, (iii) maintain in effect all insurance currently used in the conduct necessary licenses, permits, consents, franchises and approvals and authorizations, and (iv) maintain relationships of the Company's Company and the Company Subsidiaries with its subsidiaries' customers, suppliers, lenders and other persons with which the Company or any Company Subsidiary has material business as currently conductedrelations and, (vi) maintain the Company's subject to Section 6.06, with Governmental Authorities having jurisdiction over it business and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rightsoperation, in each case, in a manner consistent in all material respects with case substantially as favorable to the Company's ordinary course Company and the Company Subsidiaries as such relationship is as of business, consistent with past practicethe date of this Agreement. Except as expressly contemplated by any other provision of this Agreement, or as set forth in Section 6.01 5.01 of the Company Disclosure ScheduleSchedule or as required by applicable Law, neither the Company shall notnor any Company Subsidiary shall, and shall cause its subsidiaries not toduring the Pre-Closing Period, between the date of this Agreement and the Effective Time, directly or indirectly do any of the following without the prior written consent of Merger Sub (Parent, which consent (other than with respect to (b), (c) or (e)(ii) of this Section 5.01) shall not be unreasonably withheld withheld, conditioned or delayed)::

Conduct of Business Pending the Merger. SECTION 6.01 5.01 Conduct of Business by the Company and Parent Pending the Merger. The Company covenants Each of the Company, Parent and agrees Merger Sub covenant and agree that, between until the date earlier of the Effective Time and the time that this Agreement and the Effective Timeis terminated in accordance with its terms, except as expressly contemplated by this Agreement, as set forth in Section 6.01 5.01 of Company Disclosure Schedule and Section 5.01 of Parent Disclosure Schedule or otherwise consented to in writing by the parties hereto (such consent not to be unreasonably withheld), the businesses of the Company Disclosure Schedule or as otherwise expressly provided for and Parent and their respective Subsidiaries shall, in this Agreementall material respects, unless Merger Sub shall otherwise agree in writingbe conducted only in, and the Company shall, and Parent and their respective Subsidiaries shall cause its subsidiaries, to conduct its business not take any material action except in the ordinary course of business of the normal day to day operations and in a manner consistent with past custom and practice (including with respect to quantity and frequency in all material respects)practice. The Company shalland Parent shall promptly notify each other in writing of any circumstance or development that is or could, individually or in the aggregate, reasonably be expected to constitute a Company Material Adverse Effect or a Parent Material Adverse Effect, as applicable, and the Company and Parent shall cause each of their Subsidiaries, to use its subsidiaries to, use commercially reasonable best efforts to (i) preserve intact its business organizationorganization and assets and properties, (ii) keep available the services of the its and its Subsidiaries’ current officers, employees and consultants of the Company consultants, and to preserve its and its subsidiaries, (iii) preserve the current Subsidiaries’ present relationships of the Company and its subsidiaries with customers, distributors, suppliers, licensors, licensees, contractors suppliers and other persons with which the Company it or any of its subsidiaries Subsidiaries has significant business relations, (iv) maintain all assets in good repair and condition (except for ordinary wear and tear) other than those disposed of each instance in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct of the Company's and its subsidiaries' business as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except By way of amplification and not limitation, except as expressly contemplated by any other provision of this Agreement, or as set forth in Section 6.01 of neither the Company Disclosure Schedule, the Company shall not, and shall cause its subsidiaries not tonor Parent nor any of their respective Subsidiaries shall, between the date of this Agreement and the Effective Time, directly or indirectly do or propose to do any of the following without the prior written consent of Merger Sub (the other, which consent shall not be unreasonably withheld or delayed)::

Conduct of Business Pending the Merger. SECTION 6.01 Section 5.1 Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between Between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as unless Acquiror otherwise expressly provided for in this Agreement, unless Merger Sub shall otherwise agree agrees in writing, the Company shallwill conduct its business, and shall will cause its subsidiariesthe businesses of the Subsidiaries to be conducted only in, to conduct its business in and the Company and the Subsidiaries will not take any action except in, the ordinary course and of business in a manner consistent with past custom and practice (including with respect to quantity and frequency in practices. During the foregoing period, the Company will use all material respects). The Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to (i) preserve intact its the business organization, (ii) organization of the Company and the Subsidiaries; to keep available the services of the current present officers, employees employees, and consultants agents of the Company and its subsidiaries, the Subsidiaries (iii) except with respect to such Persons as Acquiror shall advise the Company); and to preserve the current present relationships of the Company and its subsidiaries the Subsidiaries with customers, distributors, suppliers, licensors, licensees, contractors and other persons Persons with which the Company or its subsidiaries any Subsidiary has significant business relations. The Company shall promptly inform Acquiror in writing of any specific event or circumstance of which it is aware, (iv) maintain all assets in good repair and condition (except for ordinary wear and tear) other than those disposed or of which it receives notice, that has or is likely to have, individually or in the ordinary course of business consistent aggregate, taken together with past custom and practicethe other events or circumstances, (v) maintain all insurance currently used in a material adverse effect on the conduct current or future earnings of the Company's Company or any Subsidiary, or which constitute a breach of any representations or warranties set forth in Article III hereof. By way of amplification and its subsidiaries' business as currently conductednot limitation, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except except as contemplated by this Agreement, or as set forth in Section 6.01 of neither the Company Disclosure Schedule, the Company shall not, and shall cause its subsidiaries not tonor any Subsidiary will, between the date of this Agreement and the Effective Time, directly or indirectly do do, any of the following without the prior written consent of Merger Sub (Acquiror, which consent shall not be unreasonably withheld or delayed):withheld:

Conduct of Business Pending the Merger. SECTION 6.01 6.1 Conduct of Business by of the Company Pending the Merger. The Company covenants and agrees that, between From the date of this Agreement until the earlier of the Effective Time and the Effective Timetermination of this Agreement in accordance with Article IX, except as otherwise expressly permitted or required by this Agreement, as set forth in Section 6.01 6.1 of the Company Disclosure Schedule Schedule, as required by applicable Laws or as otherwise expressly provided for in this Agreement, unless Merger Sub Parent shall otherwise agree consent in writingwriting (which consent shall not be unreasonably withheld, the Company shallconditioned or delayed), and shall cause its subsidiaries, to conduct its business in the ordinary course and in a manner consistent with past custom and practice (including with respect to quantity and frequency in all material respects). The Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to a) (i) preserve intact its the business organization, (ii) keep available the services of the current officers, employees and consultants of the Company and its subsidiaries, (iii) preserve the current relationships of the Company and its subsidiaries with customers, distributors, suppliers, licensors, licensees, contractors and other persons with which the Company or its subsidiaries has significant business relations, (iv) maintain all assets in good repair and condition (except for ordinary wear and tear) other than those disposed of shall be conducted in the ordinary course of business consistent with past custom practice and practicegood utility practice and (ii) the Company and its subsidiaries shall use their respective commercially reasonable efforts to (x) preserve substantially intact the business organization of the Company and its Significant Subsidiaries, and (y) maintain their respective relationships with Governmental Entities, customers, suppliers, contractors, distributors, creditors, lessors and other third parties that have material business dealings with the Company or such subsidiary of the Company and its key employees, (vb) maintain all insurance currently used the Company shall not, and it shall cause each of its Affiliates not to, directly or indirectly, take any action (including any action with respect to a third-party) that would, or would reasonably be expected to, individually or in the conduct aggregate, prevent, materially delay or materially impede the consummation of the Company's and its subsidiaries' business as currently conducted, (vi) maintain Merger or the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except as other transactions contemplated by this AgreementAgreement or their respective ability to satisfy their obligations hereunder, or as set forth in Section 6.01 (c) the Company shall, and shall cause each subsidiary of the Company Disclosure Scheduleto, subject to circumstances beyond the Company’s reasonable control, make the capital expenditures as and when required to be made based on any approved allocation to the Company or any of its subsidiaries by the Regional Transmission Organizations, as part of the transmission planning process, (d) without limiting the foregoing, the Company shall not, and shall cause its subsidiaries each subsidiary of the Company not to, between the date of this Agreement and the Effective Time, directly or indirectly do any of the following without the prior written consent of Merger Sub (which consent shall not be unreasonably withheld or delayed)::

Conduct of Business Pending the Merger. SECTION 6.01 5.01 Conduct of Business by the Company Pending the Merger. The Between the date of this Agreement and the Effective Time (or the earlier termination of this Agreement in accordance with Article 8), except as expressly contemplated by this Agreement or as set forth in Section 5.01 of the Company covenants Disclosure Schedule, the businesses of the 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 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 its Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and its Subsidiaries and to preserve the assets and properties of the Company and its Subsidiaries in good repair and condition and to preserve any material business relationships of the Company and its Subsidiaries, in each case, in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company agrees thatthat neither the Company nor any of its Subsidiaries shall, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of Time (or the Company Disclosure Schedule or as otherwise expressly provided for in this Agreement, unless Merger Sub shall otherwise agree in writing, the Company shall, and shall cause its subsidiaries, to conduct its business in the ordinary course and in a manner consistent with past custom and practice (including with respect to quantity and frequency in all material respects). The Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to (i) preserve intact its business organization, (ii) keep available the services of the current officers, employees and consultants of the Company and its subsidiaries, (iii) preserve the current relationships of the Company and its subsidiaries with customers, distributors, suppliers, licensors, licensees, contractors and other persons with which the Company or its subsidiaries has significant business relations, (iv) maintain all assets in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct of the Company's and its subsidiaries' business as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except as contemplated by this Agreement, or as set forth in Section 6.01 of the Company Disclosure Schedule, the Company shall not, and shall cause its subsidiaries not to, between the date earlier termination of this Agreement and the Effective Timein accordance with Article 8), directly or indirectly indirectly, do any of the following without the prior written consent of Merger Sub Co (which consent shall not be unreasonably withheld or delayedwithheld):

Conduct of Business Pending the Merger. SECTION 6.01 Section 5.1 Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and Prior to the Effective Time, except as set forth in Section 6.01 of Parent and the Company each agree as to itself and its respective Subsidiaries (except to the extent expressly contemplated by this Agreement or the Disclosure Schedule Schedules or as otherwise expressly provided for in this Agreement, unless Merger Sub that the other party shall otherwise agree consent in writing) to conduct its and its Subsidiaries business only in the ordinary and usual course consistent with the manner as heretofore conducted. In addition, during such time, Parent, the Company shalland their respective Subsidiaries shall use their reasonable best efforts to, and shall use their reasonable best efforts to cause its subsidiariestheir officers, to conduct its business in the ordinary course directors and in a manner consistent with past custom and practice (including with respect to quantity and frequency in all material respects). The Company shall, and shall cause its subsidiaries employees to, use commercially reasonable efforts to (i) preserve intact its present business organization, (ii) keep available the services of the current officers, employees its present officers and consultants of the Company and its subsidiarieskey employees, (iii) preserve its business relationships and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it or its Subsidiaries, all to the current relationships of end that its and its Subsidiaries' goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the foregoing, during such time, Parent and its Subsidiaries , on one hand, and the Company and its subsidiaries Subsidiaries , on the other hand, shall use their best efforts, not to, and shall use their reasonable best efforts to cause their respective officers, directors and employees not to, take any action that interferes with, or impedes, such party's ongoing relationships (including such relationships after the Effective Time) with customerssuch party's employees, distributors, customers or suppliers, licensors, licensees, contractors . Parent and other persons with which the Company each shall promptly notify the other party of any material event or its subsidiaries has significant business relations, (iv) maintain all assets in good repair and condition (except for ordinary wear and tear) other than those disposed of occurrence not in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct of the Company's and its subsidiaries' business as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except as expressly contemplated by this Agreement, or as set forth in Section 6.01 of Parent and the Company Disclosure Schedule, the Company each shall not, not (and shall cause its subsidiaries not to, between the date of this Agreement and the Effective Time, directly or indirectly do permit any of the following its respective Subsidiaries to), without the prior written consent of Merger Sub (which consent shall not be unreasonably withheld or delayed):the other party:

Conduct of Business Pending the Merger. SECTION 6.01 Conduct of Business by the Company Pending the Merger. The Company covenants and agrees on behalf of itself and its Subsidiaries that, between the date of this Agreement and the Effective Time, unless Parent and Merger Sub shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the business of the Company and each of its Subsidiaries shall be conducted only in, and the Company shall not and shall not permit any of its Subsidiaries to, take any action except (i) in the ordinary course of business or (ii) as expressly contemplated by this Agreement or (iii) as set forth in Section 6.01 4.1 of the Company Disclosure Schedule or as otherwise expressly provided for in this Agreement, unless Merger Sub shall otherwise agree in writing, Letter; and the Company shall, and shall cause will use its subsidiaries, to conduct its business in the ordinary course and in a manner consistent with past custom and practice (including with respect to quantity and frequency in all material respects). The Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to (i) preserve substantially intact the business organization of the Company and its business organizationSubsidiaries taken as a whole), (ii) to keep available the services of the current present officers, employees and consultants of the Company and its subsidiaries, (iii) Subsidiaries and to preserve the current present relationships of the Company and its subsidiaries Subsidiaries with customers, distributorsclients, suppliers, licensors, licensees, contractors suppliers and other persons Persons with which the Company or any of its subsidiaries Subsidiaries has significant business relationsrelations and pay all applicable Taxes when due and payable. In determining whether to consent to an action proposed to be taken by the Company prior to the Closing Date for which the consent of Parent is required under Section 4.1(d), (iv) maintain all assets in good repair the parties hereto acknowledge and agree that Parent may take into account, among other factors, the impact of the proposed action on the financial condition (except of the Company and its Subsidiaries, taken as a whole, as of the Effective Time and whether such action is reasonably necessary or appropriate for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct of the Company's and its subsidiaries' ’s business during the period prior to the Closing Date. Without limiting the generality of the foregoing, except as currently conducted, (vix) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except as expressly contemplated by this Agreement, Agreement or as (y) set forth in Section 6.01 4.1 of the Company Disclosure ScheduleLetter, the Company shall not, and shall cause not permit any of its subsidiaries not Subsidiaries to, between the date of this Agreement and the Effective Time, directly or indirectly do any of the following without the prior written consent of Parent and Merger Sub (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned):

Conduct of Business Pending the Merger. SECTION 6.01 6.1 Conduct of the Business by the Company Pending the Merger. The Company covenants and agrees that, between Between the date of this Agreement and the earlier of (1) the Effective Time, except as set forth in Section 6.01 Time and (2) the date upon which Purchaser’s designees constitute a majority of the members on the Company Disclosure Schedule or as otherwise expressly provided for in this AgreementBoard pursuant to Section 7.3 (the “Control Date”), unless Merger Sub shall otherwise agree in writing, (i) the Company shall, and shall cause its subsidiariesthe Company Subsidiaries to, to conduct its business the businesses of the Company and the Company Subsidiaries only in the ordinary course of business and in a manner consistent with past custom practice and practice (including with respect to quantity and frequency in compliance in all material respects). The Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to (i) preserve intact its business organization, respects with all applicable Laws; (ii) the Company shall use reasonable best efforts to preserve substantially intact the business organization of the Company and the Company Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and its subsidiaries, (iii) the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with its subsidiaries with customers, suppliers, distributors, suppliers, licensors, licensees, contractors licensees and other persons with which the Company or its subsidiaries any of the Company Subsidiaries has significant business relations; (iii) the Company shall, and shall cause the Company Subsidiaries to, maintain the Company Owned Real Property and Company Leased Real Property in substantially the same condition as the same exist on the date of this Agreement (reasonable wear and tear excepted), (iv) maintain all assets in good repair upon reasonable request by Purchaser, the Company shall, or shall cause the Company Subsidiaries to, deliver any written notice necessary to exercise a renewal option with respect to those leases of Company Leased Real Property that require that such notice of renewal be delivered prior to the Effective Time, and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct of the Company's and its subsidiaries' business as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except as contemplated by this Agreement, or as set forth in Section 6.01 of the Company Disclosure Schedule, the Company shall not, and shall cause its subsidiaries the Company Subsidiaries not to, take any action that would adversely affect or delay in any material respect the ability of either Parent or the Company to obtain any necessary approvals of any regulatory agency or other Governmental Authority required for the Transactions. In addition, and not in limitation of the foregoing, except as (x) expressly contemplated by this Agreement, (y) set forth in Section 6.1 of the Disclosure Schedule or (z) as required in compliance with all applicable Laws, neither the Company nor any of the Company Subsidiaries shall, between the date of this Agreement and the Effective Time, directly or indirectly do indirectly, do, or propose to do, any of the following without the prior written consent of Merger Sub Parent (which consent shall not be unreasonably withheld or delayed):

Conduct of Business Pending the Merger. SECTION 6.01 6.01. Conduct of Business by the Company Pending the Merger. The ----------------------------------------------------- During the period from the date of this Agreement and continuing until the earliest to occur of (i) the termination of this Agreement, (ii) the time the designees of Parent constitute a majority of the Company Board or (iii) the Effective Time, the Company covenants and agrees that, between the date of this Agreement unless Parent shall otherwise approve in writing (which approval shall not be unreasonably withheld) and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as unless otherwise expressly provided for in this Agreement, unless Merger Sub shall otherwise agree in writingcontemplated hereunder, the Company shall, shall conduct its business and shall cause the businesses of its subsidiariessubsidiaries to be conducted, to conduct and the Company and its business subsidiaries shall not take any action except, in the ordinary course of business and in a manner consistent with past custom practice and practice (including in compliance with respect to quantity applicable laws; and frequency in all material respects). The the Company shall, and shall cause its subsidiaries to, use commercially reasonable commercial efforts to (i) preserve substantially intact the business organization of the Company and its business organizationsubsidiaries, (ii) to keep available the services of the current present officers, employees and consultants of the Company and its subsidiaries, (iii) and to preserve the current present relationships of the Company and its subsidiaries with customers, distributors, suppliers, licensors, licensees, contractors suppliers and other persons with which the Company or any of its subsidiaries has significant business relations, (iv) maintain all assets in good repair ; and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in Company shall take such actions prior to the conduct of the Company's and its subsidiaries' business Effective Time as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except as contemplated are reasonably requested by this Agreement, or as set forth in Section 6.01 Parent to inform employees of the Company Disclosure Scheduleof the existence of certain caps on health benefits currently in effect. By way of amplification and not limitation, neither the Company shall not, and shall cause nor any of its subsidiaries not toshall, between during the period from the date of this Agreement and continuing until the earliest to occur of (i) the termination of this Agreement, (ii) the time the designees of Parent constitute a majority of the Company Board or (iii) the Effective Time, directly or indirectly do do, or propose to do, any of the following without the prior written consent approval of Merger Sub (which consent shall not be unreasonably withheld Parent, unless expressly contemplated hereunder or delayed):disclosed in the Company Disclosure Schedule:

Conduct of Business Pending the Merger. SECTION 6.01 Section 7.1 Conduct of Business by the Company Pending and Subsidiaries. Except for matters set forth in Section 7.1 of the Merger. The Company covenants and agrees thatDisclosure Letter or as otherwise contemplated by or specifically provided in this Agreement, between as required by applicable Law or as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), from the date of this Agreement and until the Effective Acceptance Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as otherwise expressly provided for in this Agreement, unless Merger Sub shall otherwise agree in writing, the Company shallshall use its reasonable best efforts to, and and, to the extent consistent therewith, shall use its reasonable best efforts to cause its subsidiariesSubsidiaries to, to conduct its business their respective businesses in the ordinary course of business and in a manner consistent with past custom and practice (including with respect to quantity and frequency which is consistent, in all material respects). The Company shall, with past practice, and shall cause use its subsidiaries to, use commercially reasonable best efforts to (i) preserve substantially intact its and its Subsidiaries’ present business organizationorganization and capital structure, (ii) keep available the services of the current officerspresent officers and key employees, employees and consultants of the Company and its subsidiaries, (iii) preserve the current relationships of the Company maintain in effect all existing material foreign, federal, state and its subsidiaries with customerslocal licenses, distributorspermits, suppliersconsents, licensorsfranchises, licensees, contractors approvals and other persons with which the Company or its subsidiaries has significant business relations, (iv) maintain all assets in good repair and condition (except authorizations necessary for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct of its business. The Company shall use its commercially reasonable efforts to seek to maintain satisfactory relationships with its customers, lenders, suppliers and others having material business relationships with it. Without limiting the Company's generality of the foregoing, and its subsidiaries' business as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except as contemplated by this Agreement, or as except for matters set forth in Section 6.01 7.1 of the Company Disclosure ScheduleLetter or as otherwise contemplated by or provided in this Agreement or as required by applicable Law, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall not, and shall cause not permit its subsidiaries not Subsidiaries to, between the date of this Agreement and the Effective Time, directly or indirectly do any of the following without the prior written consent of Merger Sub (which consent shall not be unreasonably withheld or delayed)::

Conduct of Business Pending the Merger. SECTION 6.01 Conduct of Business by 5.1 CONDUCT OF BUSINESS OF THE COMPANY PENDING THE MERGER. During the Company Pending the Merger. The Company covenants and agrees that, between period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees as to itself and each of its Subsidiaries, except to the extent that Pan Pacific shall otherwise consent in writing, or as set forth expressly contemplated or permitted by this Agreement, or as otherwise indicated in Section 6.01 5.1 of the Company Disclosure Schedule Schedule, or as otherwise expressly provided for in this Agreement, unless Merger Sub shall otherwise agree in writing, the Company shall, and shall cause its subsidiariesrequired by a Governmental Entity of competent jurisdiction, to conduct carry on its business in the ordinary course in substantially the same manner as previously conducted, to pay its debts and in a manner consistent with past custom and practice (including with respect Taxes when due, subject to quantity and frequency in all material respects). The Company shallgood faith disputes over such debts or Taxes, and shall cause its subsidiaries to, use commercially reasonable efforts to (i) preserve intact its business organization, (ii) keep available the services of the current officers, employees and consultants of the Company and its subsidiaries, (iii) preserve the current relationships of the Company and its subsidiaries with customers, distributors, suppliers, licensors, licensees, contractors and other persons with which the Company or its subsidiaries has significant business relations, (iv) maintain all assets in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practicein substantially the same manner as previously paid, (v) maintain all insurance currently used to pay or perform its other material obligations when due in the conduct of ordinary course in substantially the Company's same manner as previously paid or performed, to maintain insurance coverages and its subsidiaries' business as currently conductedbooks, (vi) maintain the Company's and its subsidiaries' books of account accounts and records in the usualusual manner generally consistent with past practices, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent to comply in all material respects with all applicable laws, ordinances and regulations of Governmental Entities, to maintain and keep its properties and equipment in good repair, working order and condition (except ordinary wear and tear), and, to the Company's ordinary course of extent consistent with such business, use all reasonable efforts, generally consistent with past practicepractices and policies, to preserve intact its present business organization and its relationships with officers, employees and others having business dealings with it; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters specifically addressed by any other provision of this SECTION 5.1 shall be deemed to be a breach of this paragraph of Section 5.1 unless such action would constitute a breach of one or more of such other provisions. Except Without limiting the generality of the foregoing and except as expressly contemplated by this Agreement, or as set forth in Section 6.01 of during the Company Disclosure Schedule, the Company shall not, and shall cause its subsidiaries not to, between period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do any of the following without the prior written consent of Merger Sub (which consent Pan Pacific, the Company shall not be unreasonably withheld or delayed):and shall not permit any of its Subsidiaries to:

Conduct of Business Pending the Merger. SECTION 6.01 Section 5.01 Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except as expressly contemplated by this Agreement or as set forth in Section 6.01 5.01 of the Company Disclosure Schedule or as otherwise expressly provided for in this AgreementLetter, unless without the prior written consent of Parent and Merger Sub (which consent shall otherwise agree not be unreasonably withheld, conditioned or delayed, provided, that with respect to Section 5.01(l), such consent shall be in writingParent's sole discretion), the businesses of the Company and the Company Subsidiaries shall be conducted in all material respects in the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of the Company Subsidiaries to, use its subsidiariesreasonable best efforts consistent with past practice to preserve in all material respects its business organization, to conduct preserve its assets and properties in good repair and condition, to maintain capital expenditure levels consistent with past practices, to keep available the services of its present officers and to preserve in all material respects its current relationships with customers, suppliers, employees and other Persons with which the Company or any Company Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past custom and practice (including with respect to quantity and frequency in all material respects)practice. The Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to (i) preserve intact its business organization, (ii) keep available Without limiting the services generality of the current officersforegoing, employees and consultants of the Company and its subsidiaries, (iii) preserve the current relationships of the Company and its subsidiaries with customers, distributors, suppliers, licensors, licensees, contractors and other persons with which the Company or its subsidiaries has significant business relations, (iv) maintain all assets in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business consistent with past custom and practice, (v) maintain all insurance currently used in the conduct of the Company's and its subsidiaries' business as currently conducted, (vi) maintain the Company's and its subsidiaries' books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its material Intellectual Property Rights, in each case, in a manner consistent in all material respects with the Company's ordinary course of business, consistent with past practice. Except as contemplated by any other provision of this Agreement, Agreement or as set forth in Section 6.01 5.01 of the Company Disclosure ScheduleLetter, the Company shall not, and shall cause its subsidiaries not toagrees that neither it nor any Company Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly indirectly, do any of the following without following, except with the prior written consent of Parent and Merger Sub (which consent shall not be unreasonably withheld withheld, conditioned or delayed, provided, that with respect to Section 5.01(l), such consent shall be in Parent's sole discretion):