Common use of Forbearances Clause in Contracts

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier valid termination of this Agreement, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy Disclosure Letter or the Coursera Disclosure Letter, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed): (a) incur, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice and not for speculative purposes, (vi) indebtedness incurred in respect of letters of credit or other similar arrangements in the ordinary course of business consistent with past practice, (vii) indebtedness arising from customary cash management and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock;

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier valid termination of this Agreement, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy CBC Disclosure Letter Schedule or the Coursera SCB Disclosure LetterSchedule, as applicable) expressly contemplated or (ii) permitted by this Agreement or as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) belowLaw, neither Udemy CBC nor Coursera SCB shall, and neither Udemy CBC nor Coursera SCB shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) incur, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of CBC or any of its wholly-owned Udemy Subsidiaries to CBC or Coursera and/or wholly any of its wholly-owned Coursera Subsidiaries, on the one hand, or of SCB or any of its wholly-owned Subsidiaries to SCB or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (i) adjust, split, combine or reclassify any shares of capital stock; (ii) make, declare, pay or set a record date for any dividend, or any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (A) dividends paid by any of the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any Person any right to acquire any shares of capital stock or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their terms; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person or any claims held by any such Person, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other Person or the property or assets of any other Person, in each case, other than a wholly-owned Subsidiary of CBC or SCB, as applicable; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (iii) guarantees by Udemy enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, or any direct arrangement that would be a CBC Benefit Plan or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any a SCB Benefit Plan if in effect on the date hereof, other direct or indirect wholly owned Udemy Subsidiary, than with respect to broad-based welfare benefit plans (iiiother than severance) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice and as would not reasonably be expected to materially increase the cost of benefits under any such CBC Benefit Plan or SCB Benefit Plan, as the case may be, (ii) increase the compensation or benefits payable to any current or former employee, director or individual consultant, other than increases for speculative purposescurrent employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting of any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) indebtedness incurred hire or promote any employee with an annual base salary equal to or in respect excess of letters $150,000, or significantly change the responsibilities assigned to any such employee; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of credit $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles of incorporation, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other similar arrangements than as may be required by GAAP; (l) enter into any new line of business or, other than in the ordinary course of business consistent with past practice, (vii) indebtedness arising from customary cash change in any material respect its lending, investment, underwriting, risk and asset liability management and treasury services other banking and operating, hedging, securitization and servicing policies (including any change in the honoring of checks, drafts maximum ratio or similar instruments against insufficient funds limits as a percentage of its capital exposure applicable with respect to its loan portfolio or from any segment thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than in prior consultation with the endorsement other party to this Agreement, except for loans or extensions of instruments for collectioncredit approved and/or committed as of the date of this Agreement, in each case incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, or (viiii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worse; or (p) agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock;4.02.

Forbearances. During the period from the date of this Agreement to until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as required or earlier valid termination of expressly permitted by this Agreement, except (i) as expressly contemplated by this Agreement (including Previously Disclosed or as set forth in Section 5.2 6.2 of the Udemy MRCC Disclosure Letter Schedule or Section 6.2 of the Coursera HRZN Disclosure LetterSchedule, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy MRCC nor Coursera HRZN shall, and neither Udemy nor Coursera shall permit any of their respective its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of MRCC (and the other party MRCC Special Committee) or HRZN (such and the HRZN Special Committee), as applicable, which prior written consent shall not to be unreasonably withhelddelayed, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed):: (a) incurOther than pursuant to such party’s dividend reinvestment plan as in effect as of the date of this Agreement or in the case of HRZN, assumePermitted Issuances, guarantee issue, deliver, sell or become liable for any Indebtednessgrant, other than or encumber or pledge, or authorize the creation of (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries any shares of its capital stock, (ii) any MRCC Voting Debt or Coursera and/or wholly owned Coursera SubsidiariesHRZN Voting Debt, as applicable, or other voting securities or (iiiii) guarantees any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities. (b) (i) Make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with such party’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by Udemy or such party, (C) dividends payable by any direct or indirect wholly owned Udemy Consolidated Subsidiary of Indebtedness of Udemy such party to such party or any other another direct or indirect wholly owned Udemy SubsidiaryConsolidated Subsidiary of such party or (D) with respect to MRCC, a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) guarantees by Coursera purchase, redeem or otherwise acquire, any shares of its capital stock or any direct rights, warrants or indirect wholly owned Coursera Subsidiary options to acquire, or securities convertible into, such capital stock. (c) Sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of Coursera such party or any of its Consolidated Subsidiaries. (d) Acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed. (e) Amend the MRCC Charter or the MRCC Bylaws (in the case of MRCC) or the HRZN Charter or the HRZN Bylaws (in the case of HRZN) or any other direct governing documents or indirect wholly owned Coursera Subsidiarysimilar governing documents of any of such party’s Consolidated Subsidiaries. (f) Implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements. (ivg) other Indebtedness incurred by mutual written agreement of Udemy and CourseraHire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan. (vh) Indebtedness of Udemy and/or Udemy Subsidiaries Take any action or Coursera and/or Coursera Subsidiariesknowingly fail to take any action that would, as applicable, of the type described in clause or would reasonably be expected to (i) materially delay or materially impede the ability of the definition parties to consummate the Transactions or (ii) prevent the Mergers from qualifying as a reorganization within the meaning of Section 368(a) of the Code; provided, however, that the foregoing shall not preclude MRCC from declaring or paying any Tax Dividend on or before the Closing Date. (i) Incur any Indebtedness incurred for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness. (j) Make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed. (k) File or amend any material Tax Return other than in the ordinary course of business consistent with past practice and such party’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refund. (l) Take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause such party to fail to qualify or not be subject to taxation as a RIC. (m) Enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which such party or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed and is, would or should be reflected in such party’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC). (n) Other than in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute a MRCC Material Contract or HRZN Material Contract, as applicable, had it been entered into prior to the date of this Agreement. (o) Other than in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any MRCC Material Contract or HRZN Material Contract, as applicable. (p) Settle any Proceeding against it, except for speculative purposes, Proceedings that (vii) indebtedness incurred in respect of letters of credit or other similar arrangements are settled in the ordinary course of business consistent with past practice, (vii) indebtedness arising from customary cash management practice and treasury services such party’s investment objectives and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collectionpolicies as publicly disclosed, in each case incurred an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of it or any of its Consolidated Subsidiaries or, after the Effective Time, HRZN, MRCC, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault. (q) Other than in the ordinary course of business consistent with past practicesuch party’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt of such party or its Consolidated Subsidiaries as in effect as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material Indebtedness. (r) Except as otherwise expressly contemplated by this Agreement and the Asset Purchase Agreement, merge or consolidate such party or any of its Consolidated Subsidiaries with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of such party or any of its Consolidated Subsidiaries. (viiis) Indebtedness Agree to take, make any commitment to take, or adopt any resolutions of Udemy and/or Udemy Subsidiaries the MRCC Board or Coursera and/or Coursera Subsidiariesthe HRZN Board, as applicable, in an aggregate principal amount not to exceed $5.0 million at authorizing, any time outstanding, without taking into account any amounts permitted of the actions prohibited by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock;6.2.

Forbearances. During the period from the date of this Agreement to until the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as required or earlier valid termination of expressly permitted by this Agreement, except (i) as expressly contemplated by this Agreement (including Previously Disclosed or as set forth in Section 5.2 6.2 of the Udemy SLIC Disclosure Letter or the Coursera Disclosure LetterSchedule, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy SLIC shall not, and shall not permit any of its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of Coursera PIF (such including the consent of a majority of the Independent Directors of PIF), which prior written consent shall not to be unreasonably withhelddelayed, conditioned or delayed):withheld: (a) incur, assume, guarantee or become liable for any Indebtedness, other than pursuant to capital calls with respect to the SLIC Subscription Agreements, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicableany shares of its capital stock, (ii) guarantees any SLIC Voting Debt or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities; (b) (i) make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by Udemy or SLIC, (C) dividends payable by any direct or indirect wholly owned Udemy Consolidated Subsidiary of Indebtedness of Udemy SLIC to SLIC or any other another direct or indirect wholly owned Udemy SubsidiaryConsolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) guarantees by Coursera purchase, redeem or otherwise acquire, any shares of its capital stock or any direct rights, warrants or indirect wholly owned Coursera Subsidiary options to acquire, or securities convertible into, such capital stock; (c) sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of Coursera SLIC or any of its Consolidated Subsidiaries; (d) acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the SLIC Charter or the SLIC Bylaws or any other direct governing documents or indirect wholly owned Coursera Subsidiarysimilar governing documents of any of SLIC’s Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (ivg) other Indebtedness incurred by mutual written agreement of Udemy and Courserahire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (vh) Indebtedness of Udemy and/or Udemy Subsidiaries take any action or Coursera and/or Coursera Subsidiariesknowingly fail to take any action that would, as applicable, or would reasonably be expected to materially delay or materially impede the ability of the type described in clause parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring or paying any Tax Dividend on or before the Closing Date; (i) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the definition date of Indebtedness incurred this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness; (j) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed; (k) file or amend any material Tax Return other than in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refund; (l) take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC to fail to qualify or not be subject to taxation as a RIC; (m) enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLIC’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC); (n) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior to the date of this Agreement; (o) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC Material Contract; (p) settle any Proceeding against it, except for speculative purposes, Proceedings that (vii) indebtedness incurred in respect of letters of credit or other similar arrangements are settled in the ordinary course of business consistent with past practice, (vii) indebtedness arising from customary cash management practice and treasury services SLIC’s investment objectives and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collectionpolicies as publicly disclosed, in each case incurred an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC or any of its Consolidated Subsidiaries or, after the First Effective Time, PIF, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault; (q) other than in the ordinary course of business consistent with past practiceSLIC’s investment objectives and policies as publicly disclosed, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); providedpay, in the case of this clause (viii)discharge or satisfy any Indebtedness for borrowed money, that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage)the payment, (3) none discharge or satisfaction required pursuant to the terms of outstanding debt as in effect as of the execution, delivery or performance date of this Agreement or the consummation of the transactions contemplated hereby other Permitted Indebtedness or to be consummated in connection herewith shall conflict with, or result in (ii) cancel any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise)indebtedness; (br) adjustexcept as otherwise expressly contemplated by this Agreement, splitmerge or consolidate with any Person or enter into any other similar extraordinary corporate transaction with any Person, combine or reclassify adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (s) enter into any capital stock;new SLIC Subscription Agreements; or (t) agree to take, make any commitment to take, or adopt any resolutions of the SLIC Board authorizing, any of the actions prohibited by this Section 6.2.

Forbearances. During Except (i) for the acquisition of parcels of land where assisted living facilities can be developed that are subject to Options to Purchase as of the date of this Agreement (which acquisition(s) shall have been consented to in writing by ALC (which consent shall not be unreasonably withheld, conditioned or delayed)) or that are subject to Purchase Agreements as of the date of this Agreement, (ii) for the execution and delivery by HCI of Purchase Agreements with respect to additional parcels of land on which assisted living facilities can be developed (the execution and delivery of which shall have been consented to in writing by ALC (which consent shall not be unreasonably withheld, conditioned or delayed)), (iii) for the execution and delivery by HCI of Options to Purchase with respect to additional parcels of land on which assisted living facilities can be developed, and (iv) for the execution and delivery of the LTC Commitment (as defined in Section 7.1(e) hereof), during the period from the date of this Agreement to the Effective Time or earlier valid termination of this Agreementand, except (i) as expressly contemplated or permitted by this Agreement (including as set forth in Section 5.2 of the Udemy Disclosure Letter or the Coursera Disclosure Letter, as applicable) or (ii) as required by applicable Law (but only following noticelaw, to the extent legally permissiblerule or regulation, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera HCI shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed):: (a) incuradjust, assumesplit, guarantee combine or become liable reclassify any capital stock; make, declare or pay any dividend or make any other distribution on (other than a $2.50 per share distribution by HCI payable in the form of cash, cancellation of indebtedness (including interest thereon) or issuance of indebtedness), or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any Indebtednessshares of its capital stock, voting securities or other ownership interests, or grant any stock appreciation rights or grant any individual, corporation or other entity any right to acquire any shares of its capital stock, voting securities or other ownership interests (except for the issuance of employee stock options and restricted stock consistent with past practices); or repurchase, redeem or otherwise acquire any shares of its capital stock or any capital stock, voting securities or ownership interests in any Subsidiary; or issue any additional shares of capital stock, voting securities or other ownership interests; (b) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any individual, corporation or other entity other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy or any a direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy Subsidiary, or cancel, release or assign any indebtedness to any such person or any other direct or indirect wholly owned Udemy Subsidiaryclaims held by any such person, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiaryin each case that is material to such party, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause except (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice and not for speculative purposes, (vi) indebtedness incurred in respect of letters of credit or other similar arrangements in the ordinary course of business consistent with past practice, (viiii) pursuant to contracts or agreements in force at the date of this Agreement in accordance with the terms of such contract or agreement as in effect on the date of this Agreement, (iii) pursuant to plans disclosed in writing prior to the execution of this Agreement to the other party or (iv) for the cancellation of approximately $5.0 million of indebtedness arising from customary cash management and treasury services and the honoring (plus interest thereon) owing under certain outstanding promissory notes issued by stockholders of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments HCI; (c) except for collection, in each case incurred transactions in the ordinary course of business consistent with past practice, and make any material acquisition or investment either by purchase of stock or securities, merger or consolidation, contributions to capital, property transfers, or purchases of any property or assets of any other individual, corporation or other entity other than a wholly owned Subsidiary thereof; (viiid) Indebtedness except for transactions in the ordinary course of Udemy and/or Udemy Subsidiaries business consistent with past practice, enter into or Coursera and/or Coursera Subsidiariesterminate any contract or agreement, as applicableor make any change in any of its leases or contracts, in an aggregate principal amount each case that is material to such party, other than renewals of contracts and leases without materially adverse changes of terms thereof; (e) incur any liability for indebtedness, guarantee the obligations of others, indemnify others or, except in the ordinary course of business, incur any other liability; (f) increase in any material respect the compensation or fringe benefits of any of its employees or pay any pension or retirement allowance not required by any existing plan or agreement to exceed $5.0 million any such employees other than in the ordinary course of business consistent with past practice, or become a party to, amend or commit it itself to any material pension, retirement, profit- sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee or accelerate the vesting of any stock options or other stock-based compensation; (g) settle any claim, action or proceeding involving money damages which is material to HCI, except in the ordinary course of business consistent with past practice; (h) take any action that would prevent or impede the Merger from qualifying for the purchase method of accounting; (i) amend its Articles of Incorporation, Bylaws or similar governing documents in any case in a manner that would materially and adversely effect any party's ability to consummate the Merger or the economic benefits of the Merger to either party; (j) take any action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time outstandingprior to the Effective Time, without taking into account or in any amounts permitted by clauses (i) through (vii) of the conditions to the Merger set forth in Article VII not being satisfied or in a violation of any provision of this Section 5.2(a); providedAgreement, except, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiaryevery case, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would may be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise)required by applicable law; (bk) adjustexcept for capital expenditures approved by LTC Development, splitInc. (which approval shall not be unreasonably withheld), combine or reclassify incur any capital stockexpenditures in excess of $5,000 individually or $25,000 in the aggregate; (l) make any change in accounting methods, principles or practices, except as required by a change in GAAP; or (m) agree to, or make any commitment to, take any of the actions prohibited by this Section 5.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier valid termination of this Agreement, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy South State Disclosure Letter Schedule or the Coursera CenterState Disclosure LetterSchedule, as applicable) expressly contemplated or (ii) permitted by this Agreement or as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) belowlaw, neither Udemy South State nor Coursera CenterState shall, and neither Udemy South State nor Coursera CenterState shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) incur(i) incur any indebtedness for borrowed money in excess of $25,000,000, assume, guarantee or become liable for any Indebtedness, (A) other than (iI) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiariesfederal funds borrowings and Federal Home Loan Bank borrowings, as applicable, in each case with a maturity not in excess of six (ii6) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy months and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice and not for speculative purposes, (vi) indebtedness incurred in respect of letters of credit or other similar arrangements in the ordinary course of business consistent with past practice, (viiII) indebtedness arising from customary cash management and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred deposits in the ordinary course of business consistent with past practicepractice and (III) indebtedness of CenterState or any of its wholly owned Subsidiaries to CenterState or any of its wholly owned Subsidiaries, on the one hand, or of South State or any of its wholly owned Subsidiaries to South State or any of its wholly owned Subsidiaries, on the other hand, and (viiiB) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), provided that (1I) the material terms and conditions of any such Indebtedness are indebtedness is on customary and reasonable market terms, (2II) such Indebtedness indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage)penalty, (3III) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under under, or any loss of a material benefit of the Udemy CenterState, South State or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, of their respective Subsidiaries under, or result in the creation of any Lien upon any of the assets of CenterState, South State or any of their respective Subsidiaries under such Indebtednessindebtedness, or would reasonably be reasonably likely expected to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following CenterState, South State, the Closing Surviving Entity or their respective Subsidiaries and (4IV) such Indebtedness indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities securities, or (directlyii) assume, contingently guarantee, endorse or otherwise)otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (b) (i) adjust, split, combine or reclassify any capital stock;

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier valid termination of this Agreement, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy Sterling Disclosure Letter Schedule or the Coursera W▇▇▇▇▇▇ Disclosure LetterSchedule, as applicable) expressly contemplated or (ii) permitted by this Agreement or as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) belowlaw, neither Udemy Sterling nor Coursera W▇▇▇▇▇▇ shall, and neither Udemy Sterling nor Coursera W▇▇▇▇▇▇ shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) incur, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiariesfederal funds borrowings and Federal Home Loan Bank borrowings, as applicablein each case with a maturity not in excess of six (6) months, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiarydeposits, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary issuances of Indebtedness letters of Coursera or any other direct or indirect wholly owned Coursera Subsidiarycredit, (iv) other Indebtedness incurred by mutual written agreement purchases of Udemy and Courserafederal funds, (v) Indebtedness sales of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiariescertificates of deposit and (vi) entry into repurchase agreements, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred each case in the ordinary course of business consistent with past practice and not business, incur any indebtedness for speculative purposes, (vi) indebtedness incurred in respect of letters of credit or other similar arrangements in the ordinary course of business consistent with past practice, (vii) indebtedness arising from customary cash management and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty borrowed money (other than customary reference rate breakageindebtedness of Sterling or any of its wholly-owned Subsidiaries to Sterling or any of its wholly-owned Subsidiaries, on the one hand, or of W▇▇▇▇▇▇ or any of its wholly-owned Subsidiaries to W▇▇▇▇▇▇ or any of its wholly-owned Subsidiaries, on the other hand), (3) none of or assume, guarantee, endorse or otherwise as an accommodation become responsible for the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration obligations of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiaryindividual, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants corporation or other rights to acquire any debt securities (directly, contingently or otherwise)entity; (bi) adjust, split, combine or reclassify any capital stock; (ii) make, declare, pay or set a record date for any dividend, or any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (A) regular quarterly cash dividends by Sterling at a rate not in excess of $0.07 per share of Sterling Common Stock, (B) regular quarterly cash dividends by W▇▇▇▇▇▇ at a rate not in excess of $0.40 per share of W▇▇▇▇▇▇ Common Stock, (C) dividends paid by any of the Subsidiaries of each of Sterling and W▇▇▇▇▇▇ to Sterling or W▇▇▇▇▇▇ or any of their wholly-owned Subsidiaries, respectively, (D) in the case of Sterling, dividends provided for and paid on shares of Sterling Series A Preferred Stock in accordance with the terms of such Sterling Series A Preferred Stock, (E) in the case of W▇▇▇▇▇▇, dividends provided for and paid on shares of W▇▇▇▇▇▇ Preferred Stock in accordance with the terms of such W▇▇▇▇▇▇ Preferred Stock, (F) in the case of W▇▇▇▇▇▇, regular distributions on outstanding trust preferred securities in accordance with their terms or (G) the acceptance of shares of Sterling Common Stock or W▇▇▇▇▇▇ Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any person any right to acquire any shares of capital stock or other equity or voting securities of Sterling or W▇▇▇▇▇▇ or any of their respective Subsidiaries, other than in the case of W▇▇▇▇▇▇, grants of options to purchase under the W▇▇▇▇▇▇ ESPP; or (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of Sterling or W▇▇▇▇▇▇ or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of Sterling or W▇▇▇▇▇▇ or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards in accordance with their terms; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other person or the property or assets of any other person, in each case, other than a wholly-owned Subsidiary of Sterling or W▇▇▇▇▇▇, as applicable; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any Sterling Contract or W▇▇▇▇▇▇ Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to Sterling or W▇▇▇▇▇▇, or enter into any contract that would constitute a Sterling Contract or W▇▇▇▇▇▇ Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable law or the terms of any Sterling Benefit Plan or W▇▇▇▇▇▇ Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any Sterling Benefit Plan or W▇▇▇▇▇▇ Benefit Plan, or any arrangement that would be a Sterling Benefit Plan or a W▇▇▇▇▇▇ Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice and as would not reasonably be expected to materially increase the cost of benefits under any such Sterling Benefit Plan or W▇▇▇▇▇▇ Benefit Plan, as the case may be, (ii) increase the compensation or benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $300,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting of any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new commercial banking hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any Sterling Benefit Plan or W▇▇▇▇▇▇ Benefit Plan, as the case may be, (vi) terminate the employment or services of any employee with an annual base salary equal to or in excess of $300,000, other than for cause, or (vii) hire or promote any employee with an annual base salary equal to or in excess of $300,000 (other than as a replacement hire or promotion on substantially similar terms of employment as the departed employee), or significantly change the responsibilities assigned to any such employee; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $1,000,000 individually or $2,000,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its certificate of incorporation, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities or derivatives portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, other than in the ordinary course of business (which may include partnering with third parties in origination, flow, servicing and other capacities) consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable law, regulation or policies imposed by any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; or (o) agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 5.2.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier valid termination of this AgreementTime, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 6.2 of the Udemy GETCO Disclosure Letter Schedule or the Coursera Knight Disclosure LetterSchedule, as applicable) , as expressly contemplated or (ii) permitted by this Agreement, or as otherwise required by applicable Law (but only following noticeLaw, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) GETCO and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy Knight shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera the other party (such which consent shall not to be unreasonably withheld, denied, conditioned or delayed): (a) incursell, assumelease, guarantee license, mortgage, encumber, transfer, convey, assign, or become liable for otherwise dispose of any Indebtednessof its material rights, properties or assets, tangible or intangible, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice to third parties who are not Affiliates; (b) (i) incur, assume or guarantee any Indebtedness, (ii) cancel or waive any claims under any material Indebtedness or amend or modify adversely to it in any material respect the terms relating to any such Indebtedness, (iii) other than in the ordinary course of business consistent with past practice, assume, guarantee, endorse or otherwise as an accommodation become responsible for obligations of any Person, or (iv) other than in the ordinary course of business consistent with past practice make any material loans or advances; (c) (i) adjust, split, combine or reclassify any capital stock, unit or other equity interest, (ii) set any record or payment dates for the payment of any dividends or distributions on its capital stock or other equity interest or make, declare or pay any dividend or distribution (except for (x) dividends paid in the ordinary course of business by any direct or indirect wholly owned Subsidiary to it or any other direct or indirect wholly owned Subsidiary and (y) the Permitted Distributions set forth in Section 6.3) or make any other distribution on any shares of its capital stock or other equity interest or redeem, purchase or otherwise acquire any securities or obligations convertible into or exchangeable for any shares of its capital stock or other equity interest, (iii) grant any options, stock appreciation rights, restricted stock units or other equity-based compensation or grant to any individual, corporation or other entity any right to acquire any shares of its capital stock or equity interests, other than in the ordinary course of business as specifically described in the GETCO Disclosure Schedule or the Knight Disclosure Schedule, as applicable, (iv) issue or commit to issue any additional shares of capital stock or other equity interest other than pursuant to the exercise or settlement of Knight Stock Options or conversion of shares of the Knight Series A-1 Preferred Stock or Knight Series A-2 Preferred Stock or upon the vesting of Class E Units of GETCO, in each case that are outstanding as of the date hereof or that are issued following the date hereof in compliance with this Agreement or sell, lease, transfer, mortgage, encumber or otherwise dispose of any capital stock in any Subsidiary or (v) enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock or equity interests; (d) except as required under applicable Law or the terms of any GETCO Benefit Plan or Knight Benefit Plan, as applicable, existing as of the date hereof (i) enter into, adopt or terminate any employee benefit or compensation plan, program, policy or arrangement for the benefit or welfare of any current or former employee, officer, director or consultant, (ii) amend (or alter a prior interpretation of) any employee benefit or compensation plan, program, policy or arrangement for the benefit or welfare of any current or former employee, officer, director or consultant, (iii) increase in any manner the compensation or benefits payable to any current or former employee, officer, director or consultant (other than any annual salary or wage increases in the ordinary course of business consistent with past practice of not for speculative purposesmore than 5% in the aggregate per annum), (iv) pay or award, or commit to pay or award, any bonuses or incentive compensation, other than in the ordinary course of business as specifically described in the GETCO Disclosure Schedule or the Knight Disclosure Schedule, as applicable, (v) grant or accelerate the vesting of any equity-based awards or other compensation, (vi) indebtedness incurred enter into any new, or amend any existing, employment, severance, change in respect control, retention, bonus guarantee, collective bargaining agreement or similar agreement or arrangement, (vii) fund any rabbi trust or similar arrangement, (viii) terminate the employment or services of letters any officer, employee, independent contractor or consultant other than for cause, or (ix) hire any officer, employee, independent contractor or consultant who has target annual compensation greater than $700,000; (e) other than immaterial acquisitions of credit or other similar arrangements assets for cash in the ordinary course of business consistent with past practice, (viii) indebtedness arising acquire (by merger, consolidation, purchase of assets or equity interests or otherwise) any businesses, assets, properties or interests in any other Person or (ii) merge or consolidate with any Person; (f) make any capital expenditure requiring payments in excess of $10 million individually or $25 million in the aggregate; (g) make any material investment either by purchase of stock or securities or contributions to capital in excess of $25 million (other than in a wholly owned Subsidiary); (h) (i) enter into any new line of business or (ii) except as required by applicable Law or the regulations or policies imposed on it by a Governmental Entity, change any material policy established by its Board of Directors or executive officers that generally applies to its operations; (i) amend its charter, bylaws, certificate of formation, limited liability company agreement or other comparable organizational documents, or otherwise take any action to exempt any person from customary cash management any provision of such documents; (j) (i) terminate or amend or otherwise modify in any material respect other than in the ordinary course of business or knowingly violate in any material respect the terms of, any GETCO Contract or Knight Contract, as applicable, or (ii) enter into any new agreements or contracts or other binding obligations other than in the ordinary course of business or that if in existence as of the date hereof would be a GETCO Contract pursuant to Sections 3.13(a)(v) or 3.13(a)(vi) or Knight Contract pursuant to Sections 4.13(a)(v) or 4.13(a)(vi); (k) settle or compromise any litigation, action or proceeding with a Governmental Entity, shareholder or unit holders; (l) commence, settle or compromise any litigation, action or proceeding with any Person other than a Governmental Entity, shareholder or unit holders except for (i) settlements involving only monetary remedies with a value not in excess of $5,000,000 with respect to any individual litigation, action or proceeding or $15,000,000 in the aggregate and treasury services and (ii) the honoring commencement of checksany litigation, drafts action or similar instruments against insufficient funds or from proceeding in the endorsement ordinary course of instruments for collection, in each case incurred business consistent with past practice; (m) other than in the ordinary course of business consistent with past practice, and materially reduce the amount of insurance coverage or fail to renew any material existing insurance policies; (viiin) Indebtedness of Udemy and/or Udemy Subsidiaries amend in a manner that adversely impacts the ability to conduct its business, terminate or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not allow to exceed $5.0 million at lapse any time outstanding, without taking into account any amounts permitted by clauses material Permit; (o) (i) through (vii) of this Section 5.2(a); providedcancel, abandon or allow to lapse any material Intellectual Property other than in the case ordinary course of this clause business consistent with past practice, or (viii), that (1ii) the material terms and conditions of disclose to any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at third party any time (subject to customary notice requirements) without premium or penalty (trade secret other than customary reference rate breakage)in the ordinary course of business consistent with past practice; (p) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by applicable Law, GAAP or regulatory guidelines; (3q) none adopt a plan of the executioncomplete or partial liquidation, delivery dissolution, restructuring, recapitalization or performance of this Agreement or the consummation of the transactions contemplated hereby or other reorganization; (r) intentionally take any action that is intended to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of conditions to the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result Mergers set forth in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is Article VIII not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise)being satisfied; (bi) adjustmake, splitchange or revoke any material Tax election, combine (ii) change any material method of Tax accounting or reclassify any capital stock;annual Tax accounting period, (iii) enter into any closing agreement, (iv) settle or compromise any material liability for Taxes, (v) file any material amended Tax Return, or (vi) surrender any right or claim to a material refund of Taxes, in each case except (A) in the ordinary course of business and consistent with past practice, or (B) as would not have an adverse effect on it or its Subsidiaries (or, following the closing, on the Company) that is material; or (t) agree to take, or make any commitment to take, any of the actions prohibited by this Section 6.2.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier valid termination of this Agreement, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy Sterling Disclosure Letter Schedule or the Coursera ▇▇▇▇▇▇▇ Disclosure LetterSchedule, as applicable) expressly contemplated or (ii) permitted by this Agreement or as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) belowlaw, neither Udemy Sterling nor Coursera ▇▇▇▇▇▇▇ shall, and neither Udemy Sterling nor Coursera ▇▇▇▇▇▇▇ shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) incur, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiariesfederal funds borrowings and Federal Home Loan Bank borrowings, as applicablein each case with a maturity not in excess of six (6) months, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiarydeposits, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary issuances of Indebtedness letters of Coursera or any other direct or indirect wholly owned Coursera Subsidiarycredit, (iv) other Indebtedness incurred by mutual written agreement purchases of Udemy and Courserafederal funds, (v) Indebtedness sales of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiariescertificates of deposit and (vi) entry into repurchase agreements, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred each case in the ordinary course of business consistent with past practice and not business, incur any indebtedness for speculative purposes, (vi) indebtedness incurred in respect of letters of credit or other similar arrangements in the ordinary course of business consistent with past practice, (vii) indebtedness arising from customary cash management and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty borrowed money (other than customary reference rate breakageindebtedness of Sterling or any of its wholly-owned Subsidiaries to Sterling or any of its wholly-owned Subsidiaries, on the one hand, or of ▇▇▇▇▇▇▇ or any of its wholly-owned Subsidiaries to ▇▇▇▇▇▇▇ or any of its wholly-owned Subsidiaries, on the other hand), (3) none of or assume, guarantee, endorse or otherwise as an accommodation become responsible for the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration obligations of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiaryindividual, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants corporation or other rights to acquire any debt securities (directly, contingently or otherwise)entity; (bi) adjust, split, combine or reclassify any capital stock; (ii) make, declare, pay or set a record date for any dividend, or any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (A) regular quarterly cash dividends by Sterling at a rate not in excess of $0.07 per share of Sterling Common Stock, (B) regular quarterly cash dividends by ▇▇▇▇▇▇▇ at a rate not in excess of $0.40 per share of ▇▇▇▇▇▇▇ Common Stock, (C) dividends paid by any of the Subsidiaries of each of Sterling and ▇▇▇▇▇▇▇ to Sterling or ▇▇▇▇▇▇▇ or any of their wholly-owned Subsidiaries, respectively, (D) in the case of Sterling, dividends provided for and paid on shares of Sterling Series A Preferred Stock in accordance with the terms of such Sterling Series A Preferred Stock, (E) in the case of ▇▇▇▇▇▇▇, dividends provided for and paid on shares of ▇▇▇▇▇▇▇ Preferred Stock in accordance with the terms of such ▇▇▇▇▇▇▇ Preferred Stock, (F) in the case of ▇▇▇▇▇▇▇, regular distributions on outstanding trust preferred securities in accordance with their terms or (G) the acceptance of shares of Sterling Common Stock or ▇▇▇▇▇▇▇ Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any person any right to acquire any shares of capital stock or other equity or voting securities of Sterling or ▇▇▇▇▇▇▇ or any of their respective Subsidiaries, other than in the case of ▇▇▇▇▇▇▇, grants of options to purchase under the ▇▇▇▇▇▇▇ ESPP; or (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of Sterling or ▇▇▇▇▇▇▇ or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of Sterling or ▇▇▇▇▇▇▇ or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards in accordance with their terms;

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier valid termination of this AgreementTime, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy CCB Disclosure Letter Schedule or the Coursera NCBC Disclosure LetterSchedule, as applicable) the case may be, and, except as expressly contemplated or (ii) as required permitted by applicable Law (but only following notice, to this Agreement or the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) belowOption Agreements, neither Udemy CCB nor Coursera NCBC shall, and neither Udemy CCB nor Coursera NCBC shall permit any of their respective Subsidiaries to, without the prior written consent of the other party to this Agreement: (such consent not a) other than in the ordinary course of business, incur any indebtedness for borrowed money (other than short-term indebtedness incurred to be unreasonably withheldrefinance short-term indebtedness and indebtedness of NCBC or any of its wholly-owned Subsidiaries to NCBC or any of its Subsidiaries, conditioned on the one hand, or delayed) of CCB or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries toto CCB or any of its wholly-owned Subsidiaries, without on the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed): (a) incurother hand), assume, guarantee guarantee, endorse or otherwise as an accommodation become liable responsible for the obligations of any Indebtednessother individual, corporation or other than entity, or make any loan or advance (it being understood and agreed that incurrence of indebtedness in the ordinary course of business shall include, without limitation, the creation of deposit liabilities, purchases of Federal funds, sales of certificates of deposit and entering into repurchase agreements); (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries adjust, split, combine or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, reclassify any capital stock; (ii) guarantees by Udemy make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any direct securities or indirect wholly owned Udemy Subsidiary obligations convertible (whether currently convertible or convertible only after the passage of Indebtedness time or the occurrence of Udemy certain events) into or exchangeable for any shares of its capital stock (except (A) in the case of NCBC, for regular quarterly cash dividends at a rate not in excess of $.105 per share of NCBC Common Stock, (B) in the case of CCB, for regular quarterly cash dividends on CCB Common Stock at a rate not in excess of $.31 per share of CCB Common Stock, and (C) dividends paid by any of the Subsidiaries of each of CCB and NCBC to CCB or NCBC or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera their Subsidiaries, as applicablerespectively, of the type described in clause (i) of the definition of Indebtedness incurred and dividends paid in the ordinary course of business consistent with past practice by any subsidiaries (whether or not wholly-owned) of each of CCB and not for speculative purposesNCBC); (iii) grant any stock appreciation rights or grant any individual, (vi) indebtedness incurred in respect of letters of credit corporation or other similar arrangements entity any right to acquire any shares of its capital stock, other than (A) pursuant to the NCBC Stock Plans, the CCB Stock Plans or the CCB Rights Agreement, as the case may be, in the ordinary course of business consistent with past practice, or (vii) indebtedness arising from customary cash management and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1B) the material terms and conditions conversion of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable employee or redeemable at any time (subject director stock options pursuant to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of by the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock;Piedmont Merger Agreement; or

Forbearances. During Except as set forth in the period Company's Disclosure Schedule, from the date of this Agreement to the Effective Time or earlier valid termination of this AgreementClosing, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy Disclosure Letter or the Coursera Disclosure Letter, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera Company shall permit any of their respective Subsidiaries to, not without the prior written consent approval of the other party (such consent Purchaser, which approval shall not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed):; (a) incur, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice and not for speculative purposes, (vi) indebtedness incurred in respect of letters of credit or other similar arrangements in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money (vii) other than short-term indebtedness arising from customary cash management incurred to refinance short-term indebtedness of the Company; it being understood and treasury services agreed that incurrence of indebtedness in the ordinary course of business shall include, without limitation, the creation of deposit liabilities, purchases of federal funds, Federal Home Loan Bank short - and long term advances, sales of certificates of deposit and entering into repurchase and reverse repurchase agreements), assume, guarantee, endorse or otherwise as an accommodation become responsible for the honoring obligations of checksany other individual, drafts corporation or similar instruments against insufficient funds other entity, or from the endorsement of instruments for collection, in each case incurred make any loan or advance other than in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock; make, declare or pay any dividend other than the continuation of the Company's regular semi-annual cash dividend not to exceed $0.1525 per share and a pro rata dividend prior to the Closing for any time period for which the Company's stockholders would not be entitled to receive a dividend as holders of Purchaser Common Stock, or make any other distribution on, or directly or indirectly redeem, repurchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock, or grant any stock appreciation rights or grant any individual, corporation or other entity any right to acquire any shares of its capital stock or issue any additional shares of capital stock except upon exercise of Company Stock Options outstanding on the date hereof, or any securities or obligations convertible into or exchangeable for any shares of its capital stock; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any individual, corporation or other entity, other than a direct or indirect wholly owned Subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, except in the ordinary course of business consistent with past practices, including, without limitation, sales of Small Business Administration loans, FMHA loans and mortgages in the secondary mortgage market or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for transactions in the ordinary course of business, make any material investment either by purchase of stock or securities, contributions to capital, property transfers, or purchases of any property or assets of any other individual, corporation or other entity, other than a wholly owned Subsidiary thereof, in excess of $100,000; (e) except for transactions in the ordinary course of business consistent with past practice, enter into or terminate any material contract or agreement, or make any change in any of its material leases or contracts, other than renewals of contracts and leases without material adverse changes of terms; (f) increase in any manner the compensation or fringe benefits of any of its employees or pay any pension or retirement allowance not required by any existing plan or agreement to any such employees, or become a party to, amend or commit itself to any pension, retirement, profit-sharing, stock option, stock purchase, savings, bonus, deferred compensation, consulting, bonus or other employee benefit, incentive or welfare contract, plan or agreement or employment agreement with or for the benefit of any employee other than in the ordinary course of business consistent with past practice or accelerate the vesting of any stock options or other stock-based compensation; (g) settle any claim, action or proceeding involving money damages, except in the ordinary course of business consistent with past practice; (h) change its lending, investment, asset liability management, litigation, real estate valuation or other material banking policies in any material respect except as may be required by appropriate regulators or changes in applicable law and regulations. (i) amend its charter or its by-laws; (j) take any action that is reasonably likely to have a material adverse effect on the financial condition, results of operations or business of the Company; or (k) issue any options or warrants between the date hereof and the Closing.

Forbearances. During the period from the date of this Agreement to until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as required or earlier valid termination of expressly permitted by this Agreement, except (i) as expressly contemplated by this Agreement (including Previously Disclosed or as set forth in Section 5.2 6.2 of the Udemy GBDC 3 Disclosure Letter Schedule or Section 6.2 of the Coursera GBDC Disclosure LetterSchedule, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy nor Coursera GBDC 3 or GBDC shall, and neither Udemy nor Coursera shall permit any of their respective its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of GBDC 3 or GBDC, as applicable (and the other party (such consent of a majority of the Independent Directors of GBDC 3, in the case of GBDC 3, and the consent of a majority of the Independent Directors of GBDC, in the case of GBDC), which prior written consent shall not to be unreasonably withhelddelayed, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed):: (a) incurOther than pursuant to such party’s dividend reinvestment plan as in effect as of the date of this Agreement or (x) in the case of GBDC 3, assumepursuant to capital calls with respect to the GBDC 3 Subscription Agreements and (y) in the case of GBDC, guarantee Permitted Issuances, issue, deliver, sell or become liable for any Indebtednessgrant, other than or encumber or pledge, or authorize the creation of (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries any shares of its capital stock, (ii) any GBDC 3 Voting Debt or Coursera and/or wholly owned Coursera SubsidiariesGBDC Voting Debt, as applicable, or other voting securities or (iiiii) guarantees any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities. (b) (i) Make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and such party’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by Udemy or such party, (C) dividends payable by any direct or indirect wholly owned Udemy Consolidated Subsidiary of Indebtedness of Udemy such party to such party or any other another direct or indirect wholly owned Udemy SubsidiaryConsolidated Subsidiary of such party or (D) with respect to GBDC 3, a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) guarantees by Coursera purchase, redeem or otherwise acquire, any shares of its capital stock or any direct rights, warrants or indirect wholly owned Coursera Subsidiary options to acquire, or securities convertible into, such capital stock. (c) Sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of Coursera such party or any of its Consolidated Subsidiaries. (d) Acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed. (e) Amend the GBDC 3 Charter or the GBDC 3 Bylaws (in the case of GBDC 3) or the GBDC Charter or the GBDC Bylaws (in the case of GBDC) or any other direct governing documents or indirect wholly owned Coursera Subsidiarysimilar governing documents of any of such party’s Consolidated Subsidiaries. (f) Implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements. (ivg) other Indebtedness incurred by mutual written agreement of Udemy and CourseraHire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan. (vh) Indebtedness of Udemy and/or Udemy Subsidiaries Take any action or Coursera and/or Coursera Subsidiariesknowingly fail to take any action that would, as applicable, of the type described in clause or would reasonably be expected to (i) materially delay or materially impede the ability of the definition parties to consummate the Transactions or (ii) prevent the Mergers from qualifying as a reorganization within the meaning of Section 368(a) of the Code; provided, however, that the foregoing shall not preclude GBDC 3 from declaring or paying any Tax Dividend on or before the Closing Date. (i) Incur any Indebtedness incurred for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness. (j) Make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed. (k) File or amend any material Tax Return other than in the ordinary course of business consistent with past practice and such party’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refund. (l) Take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause such party to fail to qualify or not be subject to taxation as a RIC. (m) Enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which such party or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed and is, would or should be reflected in such party’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC). (n) Other than in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute a GBDC 3 Material Contract or GBDC Material Contract, as applicable, had it been entered into prior to the date of this Agreement. (o) Other than in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any GBDC 3 Material Contract or GBDC Material Contract, as applicable. (p) Settle any Proceeding against it, except for speculative purposes, Proceedings that (vii) indebtedness incurred in respect of letters of credit or other similar arrangements are settled in the ordinary course of business consistent with past practice, (vii) indebtedness arising from customary cash management practice and treasury services such party’s investment objectives and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collectionpolicies as publicly disclosed, in each case incurred an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of it or any of its Consolidated Subsidiaries or, after the Effective Time, GBDC, GBDC 3, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault. (q) Other than in the ordinary course of business consistent with past practicesuch party’s investment objectives and policies as publicly disclosed, and (viiii) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of Udemy and/or Udemy outstanding debt of such party or its Consolidated Subsidiaries as in effect as of the date of this Agreement or Coursera and/or Coursera other Permitted Indebtedness or (ii) cancel any material indebtedness. (r) Except as otherwise expressly contemplated by this Agreement, merge or consolidate such party or any of its Consolidated Subsidiaries with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of such party or any of its Consolidated Subsidiaries. (s) With respect to GBDC 3, enter into any new GBDC 3 Subscription Agreements. (t) Agree to take, make any commitment to take, or adopt any resolutions of the GBDC 3 Board or the GBDC Board, as applicable, in an aggregate principal amount not to exceed $5.0 million at authorizing, any time outstanding, without taking into account any amounts permitted of the actions prohibited by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock;6.2.

Forbearances. During the period from the date of this Agreement to until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.01, except as may be required by Law or earlier valid termination of a Governmental Entity, as required or expressly permitted by this Agreement, except (i) as expressly contemplated by this Agreement (including Previously Disclosed or as set forth in Section 5.2 6.02 of the Udemy OTF II Disclosure Letter Schedule or Section 6.02 of the Coursera OTF Disclosure LetterSchedule, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy nor Coursera OTF II or OTF shall, and neither Udemy nor Coursera shall permit any of their respective its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of OTF II or OTF, as applicable (and the other party (such consent of the OTF II Special Committee, in the case of OTF II, and the consent of the OTF Special Committee, in the case of OTF), which prior written consent shall not to be unreasonably withhelddelayed, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed):: (a) incurOther than pursuant to capital calls made pursuant to the terms of OTF II Subscription Agreements effective on or prior to the date of this Agreement or such party’s dividend reinvestment plan as in effect as of the date of this Agreement, assumeissue, guarantee deliver, sell or become liable for any Indebtednessgrant, other than or encumber or pledge, or authorize the creation of (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries any shares of its capital stock, (ii) any OTF II Voting Debt or Coursera and/or wholly owned Coursera SubsidiariesOTF Voting Debt, as applicable, or other voting securities or (iiiii) guarantees any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities. (i) Make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and such party’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by Udemy or such party, (C) dividends payable by any direct or indirect wholly owned Udemy Consolidated Subsidiary of Indebtedness of Udemy such party to such party or any other another direct or indirect wholly owned Udemy SubsidiaryConsolidated Subsidiary of such party or (D) with respect to OTF II, a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) guarantees by Coursera purchase, redeem or otherwise acquire, any shares of its capital stock or any direct rights, warrants or indirect wholly owned Coursera Subsidiary options to acquire, or securities convertible into, such capital stock. (c) Sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of Coursera such party or any of its Consolidated Subsidiaries. (d) Acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed. (e) Amend the OTF II Charter or the OTF II Bylaws (in the case of OTF II) or the OTF Charter or the OTF Bylaws (in the case of OTF) or any other direct governing documents or indirect wholly owned Coursera Subsidiarysimilar governing documents of any of such party’s Consolidated Subsidiaries. (f) Implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements. (ivg) other Indebtedness incurred by mutual written agreement of Udemy and CourseraHire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan. (vh) Indebtedness of Udemy and/or Udemy Subsidiaries Take any action or Coursera and/or Coursera Subsidiariesknowingly fail to take any action that would, as applicable, of the type described in clause or would reasonably be expected to (i) materially delay or materially impede the ability of the definition parties to consummate the Transactions or (ii) prevent the Mergers from qualifying as a reorganization within the meaning of Section 368(a) of the Code; provided, however, that the foregoing shall not preclude OTF II from declaring or paying any Tax Dividend on or before the Closing Date. (i) Incur any Indebtedness incurred for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness. (j) Make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed. (k) File or amend any material Tax Return other than in the ordinary course of business consistent with past practice and such party’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refund. (l) Take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause such party to fail to qualify or not be subject to taxation as a RIC. (m) Enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which such party or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed and is, would or should be reflected in such party’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC). (n) Other than in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an OTF II Material Contract or OTF Material Contract, as applicable, had it been entered into prior to the date of this Agreement. (o) Other than in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any OTF II Material Contract or OTF Material Contract, as applicable. (p) Settle any Proceeding against it, except for speculative purposes, Proceedings that (vii) indebtedness incurred in respect of letters of credit or other similar arrangements are settled in the ordinary course of business consistent with past practice, (vii) indebtedness arising from customary cash management practice and treasury services such party’s investment objectives and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collectionpolicies as publicly disclosed, in each case incurred an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of it or any of its Consolidated Subsidiaries or, after the Effective Time, OTF, OTF II, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault. (q) Other than in the ordinary course of business consistent with past practicesuch party’s investment objectives and policies as publicly disclosed, and (viiii) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of Udemy and/or Udemy outstanding debt of such party or its Consolidated Subsidiaries as in effect as of the date of this Agreement or Coursera and/or Coursera other Permitted Indebtedness or (ii) cancel any material indebtedness. (r) Except as otherwise expressly contemplated by this Agreement, merge or consolidate such party or any of its Consolidated Subsidiaries with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of such party or any of its Consolidated Subsidiaries. (s) Agree to take, make any commitment to take, or adopt any resolutions of the OTF II Board or the OTF Board, as applicable, in an aggregate principal amount not to exceed $5.0 million at authorizing, any time outstanding, without taking into account any amounts permitted of the actions prohibited by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock;6.02.

Forbearances. During the period from From the date hereof until the Closing, Seller ------------ covenants and agrees to ensure that neither Superior nor any of this Agreement to the Effective Time or earlier valid termination its Subsidiaries does and Superior covenants and agrees that neither it nor any of its Subsidiaries will do (other then as contemplated in this Agreement, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy Disclosure Letter or the Coursera Disclosure Letter, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each any of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such Purchaser, which consent shall not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed):: (a) incurdeclare, assumeset aside, guarantee make or become liable pay any dividend or other distribution in respect of its capital stock or otherwise purchase or redeem, directly or indirectly, any shares of its capital stock; (b) issue, sell or deliver or enter into any agreement to issue, sell or deliver any shares of its capital stock or any options, warrants, or other rights, agreements, commitments, arrangements or understandings of any kind, contingent or otherwise, to purchase, sell or deliver any such shares, or any securities convertible into or exchangeable for any Indebtednesssuch shares, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiarieseffect any stock split, as applicableor otherwise change its authorized capitalization, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred except in the ordinary course of business consistent with its past practice; (c) incur any indebtedness or issue or sell any debt securities or prepay any debt, except in the ordinary course of business consistent with its past practice; (d) mortgage, pledge or otherwise subject to any material lien or lease, any of its properties or assets, tangible or intangible or permit or suffer any such property or asset to be subjected to any material lien or lease, except in the ordinary course of business consistent with its past practice and not for speculative purposesPermitted Exceptions; (e) forgive or cancel any debts or claims, or waive any rights, except for fair value or in the ordinary course of business consistent with its past practice; (f) except for loans and deposits in the ordinary course of business, enter into (i) any agreement, commitment or other transaction involving an expenditure, a liability or an obligation of Superior of more than $200,000 or, (viii) indebtedness incurred any other agreement or commitment that, pursuant to its terms, is not terminable by Superior without penalty at will or on less than 31 days' notice; (g) except in respect the ordinary course of letters of credit its business, pay any bonus to any Employee or other similar arrangements grant to any Employee any increase in compensation; (h) except as contemplated by this transaction or disclosed in any Schedule to this Agreement, enter into any severance agreement or salary continuation agreement with any Employee or, except in the ordinary course of business consistent with past practice, enter into any employment agreement; (viii) indebtedness arising from customary cash management amend its Charter or Bylaws or any other organizational documents; (j) make any material changes in policies or practices relating to selling practices or other terms of sale or accounting therefor or in policies of employment; (k) enter into any type of business not conducted by Superior as of the date of this Agreement or create or organize any subsidiary of Superior or enter into or participate in any joint venture or partnership; (l) except as otherwise expressly contemplated by this Agreement and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred except in the ordinary course of business consistent with past practice, and (viii) Indebtedness enter into any agreement or transactions with Seller or any affiliate of Udemy and/or Udemy Subsidiaries Seller or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not make any amendment or modification to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, agreement; or (2m) such Indebtedness take any action or omit to take any action that is prepayable or redeemable at any time (subject reasonably likely to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtednessoccurrence of, or would be reasonably likely agree or commit to require do, any of the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock;foregoing.

Forbearances. During the period from the date of this Agreement to until the Effective Time or earlier valid of the termination of this AgreementAgreement pursuant to Article 6 or the Effective Time, except (i) as expressly contemplated or permitted by this Agreement (including or as set forth otherwise indicated in this Section 5.2 of the Udemy Disclosure Letter 4.2 or the Coursera Disclosure Letter, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) belowlaw, neither Udemy Sabal Palm nor Coursera the Bank shall, and neither Udemy nor Coursera shall permit any of their respective Subsidiaries to, without the prior written consent of the other party chief executive officer, chief credit officer or chief lending officer of SBC (such which consent shall not to be unreasonably withheld, conditioned withheld or delayed) or (B) provided, however, that with respect to clauses (iSection 4.2(i), (k) and (l) below, Udemy shall notSection 4.2(s), and Section 4.2(w), if Seacoast shall not permit any have disapproved of its Subsidiaries toSabal Palm’s or the Bank’s written request in writing within five (5) Business Days of receipt of such written request from Sabal Palm or the Bank, without the prior written consent of Coursera (then such consent not request shall be deemed to be unreasonably withheld, conditioned or delayed):approved by Seacoast: (a) incur, assume, guarantee amend its Organizational Documents or become liable for any Indebtedness, other than resolution or agreement concerning indemnification of its directors or officers; (b) Except as set forth in Section 4.2(b) of the Company Disclosure Letter (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries adjust, split, combine, subdivide or Coursera and/or wholly owned Coursera Subsidiaries, as applicablereclassify any capital stock, (ii) guarantees by Udemy make, declare, set aside or pay any dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any direct securities or indirect wholly owned Udemy Subsidiary obligations convertible (whether currently convertible or convertible only after the passage of Indebtedness time or the occurrence of Udemy certain events) into or exchangeable for any other direct or indirect wholly owned Udemy Subsidiaryshares of its capital stock, (iii) guarantees by Coursera or grant any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera SubsidiaryRights, (iv) other Indebtedness incurred by mutual written agreement issue, sell, pledge, dispose of, grant, transfer, lease, license, guarantee, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of Udemy and Courseraits capital stock except pursuant to the exercise of Sabal Palm Equity Awards outstanding as of the date of this Agreement, or (v) Indebtedness make any change in any instrument or Contract governing the terms of Udemy and/or Udemy Subsidiaries any of its securities; (c) other than in the ordinary course of business or Coursera and/or Coursera Subsidiariesconsistent with past practice or permitted by this Agreement, as applicablemake any investment (either by purchase of stock or securities, contributions to capital, property transfers, or purchase of the type described any property or assets) in clause any other Person; (i) of the definition of Indebtedness incurred charge off (except as may otherwise be required by law or by regulatory authorities or by GAAP) or sell (except in the ordinary course of business consistent with past practice practices) any of its portfolio of loans, discounts or financing leases, or (ii) sell any asset held as other real estate or other foreclosed assets for an amount less than its book value; (e) terminate or allow to be terminated any of the policies of insurance it maintains on its business or property, cancel any material indebtedness owing to it or any claims that it may have possessed, or waive any right of substantial value or discharge or satisfy any material noncurrent liability; (f) enter into any new line of business, or change its lending, investment, underwriting, risk and not for speculative purposesasset liability management and other banking and operating policies, except as required by applicable Laws or any policies imposed on it by any Governmental Authority; (vig) indebtedness incurred except in respect the ordinary course of letters business consistent with past practices: (i) lend any money or pledge any of its credit in connection with any aspect of its business whether as a guarantor, surety, issuer of a letter of credit or otherwise, (ii) mortgage or otherwise subject to any Lien, encumbrance or other similar arrangements liability any of its assets, (iii) except for property held as other real estate owned, sell, assign or transfer any of its assets in excess of $50,000 in the aggregate or (iv) incur any material liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute or contingent), or cancel, release or assign any indebtedness of any Person or any claims against any Person, except pursuant to Contracts in force as of the date of this Agreement and disclosed in Section 4.2(g) of the Company Disclosure Letter or transfer, agree to transfer or grant, or agree to grant a license to, any of its material Intellectual Property; (h) other than in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money (viiother than short-term indebtedness incurred to refinance short-term indebtedness (it being understood that for purposes of this Section 4.2(h), “short-term” shall mean maturities of six months or less)); assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any Person; (i) indebtedness arising from customary cash management and treasury services and the honoring other than purchases of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred investment securities in the ordinary course of business consistent with past practicepractice or in consultation with SBC, and restructure or change its investment securities portfolio or its gap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (viiij) Indebtedness terminate or waive any material provision of Udemy and/or Udemy Subsidiaries any Contract other than normal renewals of Contracts without materially adverse changes of terms or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at otherwise amend or modify any time outstanding, without taking into account any amounts permitted by clauses material Contract; (ik) through (vii) of this Section 5.2(a); provided, other than in the case ordinary course of this clause (viii), that (1) business and consistent with past practice or as required by Benefit Plans and Contracts as in effect at the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance date of this Agreement or as set forth in Section 4.2(k) of the Company Disclosure Letter, (i) increase in any manner the compensation or fringe benefits of, or grant any bonuses to, any of its officers, employees or directors, whether under a Benefit Plan or otherwise, (ii) pay any pension or retirement allowance not required by any existing Benefit Plan or Contract to any such officers, employees or directors, (iii) become a party to, amend or commit itself to any Benefit Plan or Contract (or any individual Contracts evidencing grants or awards thereunder) or employment agreement, retention agreement or severance arrangement with or for the benefit of any officer, employee or director, or (iv) accelerate the vesting of, or the lapsing of restrictions with respect to, Rights pursuant to any Sabal Palm Stock Plan, except pursuant to Section 1.7, (v) make any changes to a Benefit Plan that are not required by Law or (vi) hire or terminate the employment of a chief executive officer, president, chief financial officer, chief risk officer, chief credit officer, internal auditor, general counsel or other officer holding the position of senior vice president or above or any employee with annual base salary and annual incentive compensation that is reasonably anticipated to exceed $100,000; (l) settle any Litigation, except in the ordinary course of business; (m) revalue any of its or its Subsidiaries’ assets or change any method of accounting or accounting practice used by it or its Subsidiaries, other than changes required by GAAP or the FDIC or any Regulatory Authority; (n) file or amend any Tax Return except in the ordinary course of business; settle or compromise any Liability for Taxes; or make, change or revoke any tax election or change any method of tax accounting, except as required by applicable Law; enter into any “closing agreement” as described in Section 7121 of the Internal Revenue Code (or any similar provision of applicable Law); surrender any claim for a refund of Taxes; or consent to any extension or waiver of the limitations period applicable to any claim or assessment with respect of Taxes; (o) knowingly take, or knowingly omit to take, any action that is reasonably likely to result in any of the conditions to the Merger set forth in Article 5 not being satisfied, except as may be required by applicable Law; provided, that nothing in this Section 4.2(o) shall preclude Sabal Palm from exercising its rights under Sections 4.5(a) or 4.12; (p) merge or consolidate with any other Person; (q) acquire assets outside of the ordinary course of business consistent with past practices from any other Person with a value or purchase price in the aggregate in excess of $50,000, other than purchase obligations pursuant to Contracts to the extent in effect immediately prior to the execution of this Agreement and described in Section 4.2(q) of the Company Disclosure Letter; (r) enter into any Contract that is material and would have been material had it been entered into prior to the execution of this Agreement; (s) other than in the ordinary course of business and consistent with past practices, the Bank shall not make any adverse changes in the mix, rates, terms or maturities of its deposits or other Liabilities; (t) close or relocate any existing branch or facility; (u) make any extension of credit that, when added to all other extensions of credit to a borrower and its affiliates, would exceed its applicable regulatory lending limits; (v) take any action or fail to take any action that will cause Sabal Palm’s Consolidated Tangible Shareholders’ Equity at the Effective Time to be less than $30.3 million at the Effective Time; (w) make any loans, or enter into any commitments to make loans, which vary other than in immaterial respects from its written loan policies, a true and correct copy of such policies has been provided to Seacoast; provided, that this covenant shall not prohibit the Bank from extending or renewing credit or loans in the ordinary course of business consistent with past lending practices or in connection with the workout or renegotiation of loans currently in its loan portfolio; provided further, that from the date hereof, any new individual loan or new extension of credit in excess of $250,000 and which is unsecured, or $1.0 million and which is secured, shall require the written approval of the chief executive officer, chief lending officer or chief credit officer of SNB, which approval shall not be unreasonably withheld or delayed, and the approval or rejection shall be given in writing within two (2) Business Days after the loan package is delivered to SNB; (x) take any action that at the time of taking such action is reasonably likely to prevent, or would materially interfere with, the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise)Merger; (by) adjust, split, combine knowingly take any action that would prevent or reclassify impede the Merger and the Bank Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code; or (z) agree or commit to take any capital stock;of the actions prohibited by this Section 4.2.

Forbearances. During the period from the date of this Agreement to until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as required or earlier valid termination of expressly permitted by this Agreement, except (i) as expressly contemplated by this Agreement (including or as set forth in Section 5.2 6.2 of the Udemy MMLC II Disclosure Letter or the Coursera Disclosure LetterSchedule, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy nor Coursera shallMMLC II shall not, and neither Udemy nor Coursera shall not permit any of their respective Subsidiaries its Consolidated Subsidiary to, directly or indirectly, without the prior written consent of GSCR (including the other party (such consent of the GSCR Special Committee), which prior written consent shall not to be unreasonably withhelddelayed, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed):: (a) incur, assume, guarantee or become liable for any Indebtedness, other than pursuant to capital calls with respect to the MMLC II Subscription Agreements, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicableany shares of its capital stock, (ii) guarantees by Udemy any MMLC II Voting Debt or other voting securities or (iii) any direct securities convertible into or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities; (b) (i) make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and MMLC II’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by MMLC II, (C) dividends payable by the direct or indirect wholly owned Udemy SubsidiaryConsolidated Subsidiary of MMLC II to MMLC II or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) guarantees by Coursera purchase, redeem or otherwise acquire, any shares of its capital stock or any direct rights, warrants or indirect wholly owned Coursera Subsidiary options to acquire, or securities convertible into, such capital stock; (c) sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with MMLC II’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of Coursera MMLC II or its Consolidated Subsidiary; (d) acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the MMLC II Charter or the MMLC II Bylaws or any other direct governing documents or indirect wholly owned Coursera similar governing documents of MMLC II’s Consolidated Subsidiary; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (ivg) other Indebtedness incurred by mutual written agreement of Udemy and Courserahire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (vh) Indebtedness of Udemy and/or Udemy Subsidiaries take any action or Coursera and/or Coursera Subsidiariesknowingly fail to take any action that would, as applicable, or would reasonably be expected to materially delay or materially impede the ability of the type described in clause parties to consummate the Transactions; provided, however, that the foregoing shall not preclude MMLC II from declaring or paying any Tax Dividend on or before the Closing Date; (i) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the definition date of Indebtedness incurred this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness; (j) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with MMLC II’s investment objectives and policies as publicly disclosed; (k) file or amend any material Tax Return other than in the ordinary course of business consistent with past practice and MMLC II’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refund; (l) take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause MMLC II to fail to qualify or not be subject to taxation as a RIC; (m) enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which MMLC II or its Consolidated Subsidiary has made or will make a debt or equity investment that is in the ordinary course of business consistent with MMLC II’s investment objectives and policies as publicly disclosed and is, would or should be reflected in MMLC II’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC); (n) other than in the ordinary course of business consistent with MMLC II’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute a MMLC II Material Contract had it been entered into prior to the date of this Agreement; (o) other than in the ordinary course of business consistent with MMLC II’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any MMLC II Material Contract; (p) settle any Proceeding against it, except for speculative purposes, Proceedings that (vii) indebtedness incurred in respect of letters of credit or other similar arrangements are settled in the ordinary course of business consistent with past practice, (vii) indebtedness arising from customary cash management practice and treasury services MMLC II’s investment objectives and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collectionpolicies as publicly disclosed, in each case incurred an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of MMLC II or its Consolidated Subsidiary or, after the Effective Time, GSCR, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault; (q) other than in the ordinary course of business consistent with past practiceMMLC II’s investment objectives and policies as publicly disclosed, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); providedpay, in the case of this clause (viii)discharge or satisfy any Indebtedness for borrowed money, that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage)the payment, (3) none discharge or satisfaction required pursuant to the terms of outstanding debt as in effect as of the execution, delivery or performance date of this Agreement or the consummation of the transactions contemplated hereby other Permitted Indebtedness or to be consummated in connection herewith shall conflict with, or result in (ii) cancel any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise)indebtedness; (br) adjustexcept as otherwise expressly contemplated by this Agreement, splitmerge or consolidate with any Person or enter into any other similar extraordinary corporate transaction with any Person, combine or reclassify adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (s) enter into any capital stock;new MMLC II Subscription Agreements; or (t) agree to take, make any commitment to take, or adopt any resolutions of the MMLC II Board authorizing, any of the actions prohibited by this Section 6.2.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier valid termination of this Agreement, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy Allegiance Disclosure Letter Schedule or the Coursera CBTX Disclosure LetterSchedule, as applicable) expressly contemplated or (ii) permitted by this Agreement or as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) belowlaw, neither Udemy Allegiance nor Coursera CBTX shall, and neither Udemy Allegiance nor Coursera CBTX shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) incur, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiariesfederal funds borrowings and Federal Home Loan Bank borrowings, as applicable, in each case with a maturity not in excess of six (6) months; (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary the creation of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, deposit liabilities; (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary issuances of Indebtedness letters of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, credit; (iv) other Indebtedness incurred by mutual written agreement purchases of Udemy and Coursera, federal funds; (v) Indebtedness sales of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiariescertificates of deposit; and (vi) entry into term repurchase agreements for fixed income securities, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred each case in the ordinary course of business consistent with past practice and not business, incur any indebtedness for speculative purposes, (vi) indebtedness incurred in respect of letters of credit or other similar arrangements in the ordinary course of business consistent with past practice, (vii) indebtedness arising from customary cash management and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty borrowed money (other than customary reference rate breakageindebtedness of CBTX or any of its wholly-owned Subsidiaries to CBTX or any of its wholly-owned Subsidiaries, on the one hand, or of Allegiance or any of its wholly-owned Subsidiaries to Allegiance or any of its wholly-owned Subsidiaries, on the other hand), (3) none of or assume, guarantee, endorse or otherwise as an accommodation become responsible for the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration obligations of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiaryindividual, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants corporation or other rights to acquire any debt securities (directly, contingently or otherwise);entity; (b) adjust, split, combine or reclassify any capital stockstock; (c) make, declare, pay or set a record date for any dividend, or any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, including any CBTX Securities or CBTX Subsidiary Securities, in the case of CBTX, or Allegiance Securities or Allegiance Subsidiary Securities, in the case of Allegiance, except, in each case, (i) regular quarterly cash dividends by CBTX at a rate not in excess of $0.13 per share of CBTX Common Stock and by Allegiance at a rate not in excess of $0.12 per share of Allegiance Common Stock; (ii) dividends paid by any of the Subsidiaries of each of Allegiance and CBTX to Allegiance and CBTX or any of their wholly-owned Subsidiaries, respectively; (iii) dividends provided for and paid on the Allegiance Trust Preferred Securities in accordance with the terms thereof; (iv) the acceptance of shares of CBTX Common Stock or Allegiance Common Stock, as the case may be, as payment for the exercise price of stock appreciation rights or stock options or for withholding Taxes incurred in connection with the exercise of stock appreciation rights or stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; or (v) redemptions, purchases or acquisitions of such securities pursuant to any repurchase plan or program approved by the Board of Directors of CBTX or Allegiance, as the case may be, as of the date hereof; (d) grant any stock appreciation rights, stock options, restricted stock units, performance units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any person any right to acquire any CBTX Securities or CBTX Subsidiary Securities, in the case of CBTX, or Allegiance Securities or Allegiance Subsidiary Securities, in the case of Allegiance, other than reasonable grants to any employee or officer (i) in connection with commencement of employment, promotion or change in responsibilities, (ii) in the ordinary course of business consistent with past practice or (iii) by the payment of incentive compensation for completed performance periods based upon corporate performance, the performance of such employee and, if applicable, such employee’s business; (e) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any CBTX Securities or CBTX Subsidiary Securities, in the case of CBTX, or Allegiance Securities or Allegiance Subsidiary Securities, in the case of Allegiance, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any CBTX Securities or CBTX Subsidiary Securities, in the case of CBTX, or Allegiance Securities or Allegiance Subsidiary Securities, in the case of Allegiance, except pursuant to the exercise of stock appreciation rights or stock options or the settlement of equity compensation awards in accordance with their terms; (f) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, in each case other than in the ordinary course of business or pursuant to contracts or agreements in force at the date of this Agreement; (g) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other person or the property or assets of any other person, in each case other than a wholly-owned Subsidiary of CBTX or Allegiance, as applicable; (h) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBTX Contract or Allegiance Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBTX or Allegiance, as the case may be, or enter into any contract that would constitute a CBTX Contract or an Allegiance Contract, as the case may be, if it were in effect on the date of this Agreement; (i) except as required under applicable law or the terms of any CBTX Benefit Plan or Allegiance Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, commence participation in, materially amend, cease participation in or terminate any CBTX Benefit Plan or Allegiance Benefit Plan, or any plan, program, agreement, contract, policy or arrangement that would be a CBTX Benefit Plan or an Allegiance Benefit Plan if in effect on the date hereof, other than (x) in the ordinary course of business consistent with past practice and (y) as would not reasonably be expected to materially increase the cost of benefits under any CBTX Benefit Plan, Allegiance Benefit Plan, CBTX Contract or Allegiance Contract, as the case may be; (ii) increase the compensation or benefits payable to any current or former employee, officer, director or individual consultant, other than as set forth in Section 5.2(i) of the CBTX Disclosure Schedule or other than increases to current employees and officers (x) in connection with a promotion or change in responsibilities and to a level consistent with similarly situated peer employees, (y) in the ordinary course of business consistent with past practice or (z) by the payment of incentive compensation for completed performance periods based upon corporate performance, the performance of such employee and, if applicable, such employee’s business; (iii) accelerate the vesting or payment of any equity-based awards or other compensation; (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; or (v) fund any rabbi trust or similar arrangement or in any other way secure the payment of compensation or benefits under any CBTX Benefit Plan, Allegiance Benefit Plan, CBTX Contract or Allegiance Contract, as the case may be; (j) except as set forth in Section 5.2(j) of the CBTX Disclosure Schedule or except as set forth in Section 5.2(j) of the Allegiance Disclosure Schedule, as the case may be, settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount, individually and in the aggregate, that is not material to CBTX or Allegiance, as applicable, and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Entity or to the receipt of regulatory approvals for the Merger or the Bank Merger on a timely basis; (k) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (l) amend its certificate of formation, its bylaws or comparable governing documents of its Subsidiaries that are “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC; (m) other than in prior consultation with the other party to this Agreement, materially restructure or materially change its investment securities or derivatives portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (n) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (o) enter into any new line of business or, other than in the ordinary course of business consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable law, regulation or policies imposed by any Governmental Entity; (p) change or revoke any material Tax election, change an annual Tax accounting period, change any material Tax accounting method, file any material amended Tax Return, enter into any closing or similar agreement with respect to a material amount of Taxes, or settle or compromise any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (q) merge or consolidate itself or any of its Subsidiaries that are “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC with any other person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Subsidiaries that are “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC; (r) take any action that is intended or expected to result in any of the conditions to the Merger set forth in ARTICLE VII not being satisfied, except as may be required by applicable law; or (s) agree to take, make any commitment to take, or adopt any resolutions of its Board of Directors or similar governing body in support of, any of the actions prohibited by this Section 5.2.

Forbearances. During Without limiting the generality of Section 5.1 above, during the period from the date of this Agreement to the Dex Effective Time or earlier valid termination of this AgreementTime, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy SuperMedia Disclosure Letter Schedule or the Coursera Dex Disclosure LetterSchedule, as applicable) or (ii) , as required by applicable Law (but only following noticeLaw, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) belowor as expressly contemplated or permitted by this Agreement, neither Udemy SuperMedia nor Coursera Dex shall, and neither Udemy SuperMedia nor Coursera Dex shall permit any of their respective Subsidiaries SuperMedia Subsidiary or Dex Subsidiary, as applicable, to, without the prior written consent of the other party (such consent Dex or SuperMedia, as applicable, which shall not to be unreasonably withheld, conditioned delayed or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed):conditioned: (a) incur, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries other than dividends and distributions by a direct or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy indirect Subsidiary to such Party or to any direct or indirect wholly owned Udemy Subsidiary of Indebtedness such Party, declare, set aside or pay any dividends on, make any other distributions in respect of, or enter into any agreement with respect to the voting of, any of Udemy its capital stock, (ii) split, combine or reclassify any of its capital stock or any other direct or indirect wholly owned Udemy Subsidiaryof its securities, (iii) guarantees by Coursera except as described in Section 2.6(d) or 2.7(e), accelerate the vesting of any direct options, warrants or indirect wholly owned Coursera Subsidiary other rights of Indebtedness any kind to acquire shares of Coursera capital stock or any other direct or indirect wholly owned Coursera Subsidiary, (iv) purchase, redeem or otherwise acquire any shares of its capital stock or other securities or any of its Subsidiaries, or any rights, warrants or options to acquire any such shares or other securities (other than the withholding of shares of common stock to satisfy the exercise price or Tax withholding upon the exercise of stock options, vesting of restricted shares or settlement of stock units or stock appreciation rights, in each case that are outstanding as of the date hereof in accordance with their present terms and such Party’s practices as of the date hereof); (b) issue, deliver, sell, pledge or otherwise encumber or subject to any Lien any shares of its capital stock, any other voting securities, including any restricted shares of its common stock, or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities, including any stock options and unit awards (other than the issuance of its common stock upon the exercise of stock options, vesting of restricted shares or settlement of stock units, in each case that are outstanding as of the date hereof in accordance with their present terms); (c) amend its certificate of incorporation, bylaws or other comparable organizational documents or the organizational documents of any of its Subsidiaries; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing any assets or any equity securities of, or by any other manner, any business or any Person, or otherwise acquire or agree to acquire any assets, except for acquisitions of inventory or other similar assets in the ordinary course of business consistent with past practice; provided, that the foregoing shall not prohibit internal reorganizations or consolidations; (e) sell, assign, transfer, lease, license, mortgage or otherwise encumber or subject to any Lien (other than Liens in connection with any Indebtedness incurred permitted under Section 5.2(f)), or otherwise dispose of (i) any of its properties or assets (including capital stock in any of its Subsidiaries) or create any security interest in such assets or properties other than in the ordinary course of business consistent with past practice, or (ii) any SuperMedia IP owned by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy SuperMedia or the SuperMedia Subsidiaries or Coursera and/or Coursera any Dex IP owned by Dex or the Dex Subsidiaries, as applicable, except for non-exclusive licenses of Intellectual Property made in the type described ordinary course of business consistent with past practice; (f) except for borrowings under existing credit facilities (or renewals, extensions or replacements therefor that do not increase the aggregate amount available thereunder and that do not provide for any termination fees or penalties, prohibit pre-payments or provide for any pre-payment penalties, or contain any like provisions limiting or otherwise affecting the ability of such Party or its applicable Subsidiaries or successors from terminating or pre-paying such facilities, or contain financial terms less favorable, in clause (ithe aggregate, than existing credit facilities, and as they may be so renewed, extended or replaced) of the definition of Indebtedness that are incurred in the ordinary course of business consistent with past practice and not practice, or for speculative purposes, (vi) indebtedness incurred in respect of letters borrowings or other lines of credit or refinancing of indebtedness outstanding on the date hereof in additional amounts not to exceed $5,000,000, or Indebtedness owed by any wholly owned Subsidiary to such Party or any other wholly owned Subsidiary of such Party, or as contemplated by Section 6.14, incur, redeem, prepay, defease, cancel, or modify the terms of, any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for the obligations of any Person (other than any of its wholly owned Subsidiaries), or make any loans or advances to any Person other than to its wholly owned Subsidiaries or as a result of ordinary advances and reimbursements to employees; (g) change in any material respect its accounting methods (or underlying assumptions), principles or practices affecting its assets, liabilities or business, including any reserving, renewal or residual method, practice or policy, in each case, in effect on the date hereof, except as required by changes in GAAP or regulatory accounting principles; (h) enter into any new line of business or change in any material respect the operating, asset liability, investment or risk management or other similar arrangements policies of it or any of its Subsidiaries; (i) make any investment in or loan to any Person in excess of $5,000,000 in the aggregate, whether by purchase of stock or securities, contributions to capital, property transfers, or entering into binding agreements with respect to any such investment, loan or acquisition; (j) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, settle any material Tax claim or assessment or surrender any right to claim a refund of a material amount of Taxes; (k) except as expressly permitted by any other provision of this Section 5.2 or as set forth in the SuperMedia Disclosure Schedule or the Dex Disclosure Schedule, amend, terminate or waive any material provision of any SuperMedia Material Contract, SuperMedia IP Contract, Dex Material Contract or Dex IP Contract, as applicable (the “Material Contracts”), or enter into or renew any agreement or contract or other binding obligation that is or, if it were on place as of the date hereof, would be a Material Contract (other than normal renewals of such Contracts without materially adverse changes, additions or deletions of terms); (l) make or incur, or enter into any Contract obligating such Party to incur, any capital or operating expenditures in excess of $5,000,000 in the aggregate, except for capital or operating expenditures contemplated in such party’s existing plan for annual capital or operating expenditures for 2012, which plan has been made available to the Other Party prior to the date hereof; (m) except as required by agreements or instruments in effect on the date hereof, alter in any material respect, or enter into any commitment to alter in any material respect, any material interest in any corporation, association, joint venture, partnership or business entity in which such Party directly or indirectly holds any equity or ownership interest on the date hereof; (n) except as required by the terms of SuperMedia Benefit Plans or SuperMedia Employment Agreements, or the terms of Dex Benefit Plans or Dex Employment Agreements, as applicable, as in effect on the date hereof or as required by applicable Law or as provided by this Agreement, (i) grant or pay to any current or former director, officer, employee or consultant of Dex or any Dex Subsidiary or SuperMedia or any SuperMedia Subsidiary any increase in compensation, except for salary or wage increases in the ordinary course of business consistent with past practice, (ii) grant, pay, promise to pay, or enter into any SuperMedia Benefit Plan or SuperMedia Employment Agreement or Dex Benefit Plan or Dex Employment Agreement (as applicable) to pay, to any current or former director, officer, employee, consultant or service provider of SuperMedia or any SuperMedia Subsidiary or Dex or Dex Subsidiary (as applicable) any severance or termination pay or any increase in severance or termination pay, (iii) increase the compensation or benefits provided under any SuperMedia Benefit Plan, SuperMedia Employment Agreement, Dex Benefit Plan or Dex Employment Agreement, (iv) enter into or modify the terms of any equity-based award granted under any SuperMedia Stock Plan or Dex Stock Plan, (v) make any discretionary contributions or payments with respect to any SuperMedia Benefit Plan, SuperMedia Employment Agreement, Dex Benefit Plan, or Dex Employment Agreement to any trust or other funding vehicle, (vi) accelerate the payment or vesting of any payment or benefit provided or to be provided to any director, officer, employee or consultant of SuperMedia or any SuperMedia Subsidiary or Dex or any Dex Subsidiary or otherwise pay any amounts not due such individual, (vii) indebtedness arising from customary cash management and treasury services and enter into any new or amend or modify any existing SuperMedia Employment Agreement or Dex Employment Agreement (or agreement that would be a SuperMedia Employment Agreement or Dex Employment Agreement if in effect on the honoring date hereof), other than employment agreements for new hires with total compensation not to exceed $300,000, (viii) establish any new or amend or modify any existing SuperMedia Benefit Plans or Dex Benefit Plan (or plans that would be a SuperMedia Benefit Plan or Dex Benefit Plan if in effect on the date hereof) or (ix) establish, adopt or enter into any collective bargaining agreement other than a renewal of checksor successor to an existing collective bargaining agreement on terms no less favorable to SuperMedia or Dex (as applicable); (o) except as set forth in the SuperMedia Disclosure Schedule or the Dex Disclosure Schedule, drafts pay, discharge, settle or similar instruments against insufficient funds compromise any Action, other than any such payment, discharge, settlement or from the endorsement of instruments for collection, in each case incurred compromise (i) in the ordinary course of business consistent with past practicepractice that involves solely money damages in an amount not in excess of $1,000,000 individually or $2,000,000 in the aggregate, and that does not create binding precedent for other pending or potential Actions, or (viiiii) Indebtedness pursuant to the terms of Udemy and/or Udemy any Contract in effect on the date hereof (copies of which have been provided to the Other Party prior to the date hereof); (p) take any action, or knowingly fail to take any action within its control, which action or failure to act would be reasonably expected to prevent the Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (q) except in the reasonable business judgment of the holder of such Intellectual Property, let lapse, fail to maintain, abandon or cancel any applied for, patented or registered SuperMedia IP owned by SuperMedia or any SuperMedia Subsidiary or any registered Dex IP owned by Dex or any Dex Subsidiary; (r) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of such Party or any of its Subsidiaries; (s) fail to maintain in full force and effect the material insurance policies covering such Party and its Subsidiaries and their respective properties, assets and business in a form and amount consistent with past practices; (t) open any material new offices or Coursera and/or Coursera Subsidiariesfacilities or relocate or close any material existing offices or facilities or implement any layoffs implicating the WARN Act, or file any application with any Governmental Entity to do any of the foregoing, except for openings, closings, relocations and layoffs in progress on the date of this Agreement or planned on the date hereof and disclosed in Section 5.2(t) of the SuperMedia Disclosure Schedule or the Dex Disclosure Schedule, as applicable; (u) except as required by applicable Law, convene any regular or special meeting (or any adjournment thereof) of the stockholders of SuperMedia or Dex, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement SuperMedia Stockholder Meeting or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict withDex Stockholder Meeting, or enter into any Contract, understanding or arrangement with respect to the voting of capital stock of SuperMedia or Dex; (v) take any action that is intended or is reasonably likely to result in any of the conditions to the Mergers set forth in Article VII not being satisfied or in a violation of any provision of this Agreement; or (w) commit or default (with or without notice or lapse of time, or both) under, or give rise agree to a right of termination, cancellation or acceleration of take any obligation under or any other material right of the lenders actions contemplated by Sections 5.2(a) to (or their agents or trusteesv) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock;above.

Forbearances. During Without limiting the period from the date generality of this Agreement to the Effective Time or earlier valid termination of this AgreementSection 5.1 above, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy Company Disclosure Letter or the Coursera Parent Disclosure Letter, as applicable) , and except as expressly contemplated or (ii) permitted by this Agreement or as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) belowLaw, neither Udemy the Company nor Coursera Parent shall, and neither Udemy the Company nor Coursera Parent shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera Parent or the Company, as applicable (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned): (a) incur(i) other than dividends and distributions by a direct or indirect Subsidiary to such Party or any direct or indirect wholly-owned Subsidiary of such Party, assumedeclare, guarantee set aside or become liable for pay any Indebtednessdividends on, make any other distributions in respect of, or enter into any agreement with respect to the voting of, any of its capital stock; (ii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, except upon the exercise of stock options or settlement of stock units that are outstanding as of the date of this Agreement in accordance with their present terms; or (iii) purchase, redeem or otherwise acquire any shares of its capital stock or other securities or any of its Subsidiaries, or any rights, warrants or options to acquire any such shares or other securities (other than the withholding of shares of common stock to satisfy the exercise price or Tax withholding upon the exercise of stock options, vesting of restricted shares or settlement of stock units, in each case that are outstanding as of the date of this Agreement in accordance with their present terms and such Party’s practices as of the date of this Agreement); (b) issue, deliver, sell, pledge or otherwise encumber or subject to any Lien any shares of its capital stock, any other voting securities, including any restricted shares of its common stock, or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities, including any stock options and unit awards (other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries the issuance of its common stock upon the exercise of stock options or Coursera and/or wholly owned Coursera Subsidiariesvesting of restricted shares, in each case that are outstanding as applicable, of the date of this Agreement in accordance with their present terms; (ii) guarantees by Udemy the issuance of up to 50,000 Company Stock Options to new employees in the ordinary course of business consistent with past practice; or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees the issuance of Company Common Stock under the Company Stock Plan pursuant to the Company’s Director Compensation Plan existing on the date of this Agreement up to a fair market value of $225,000 in the aggregate); (c) amend its articles of incorporation, bylaws or other comparable organizational documents or the organizational documents of any of its Subsidiaries; (d) acquire or agree to acquire by Coursera merging or consolidating with, or by purchasing any assets or any direct equity securities of, or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera by any other manner, any business or any other direct Person, or indirect wholly owned Coursera Subsidiaryotherwise acquire or agree to acquire any assets, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Courserain each case, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause except for (i) acquisitions of Oil and Gas Properties, equipment, inventory or other assets related to the definition ownership or operation of Indebtedness incurred Oil & Gas Properties in the ordinary course of business consistent with past practice and (ii) acquisitions for amounts that, in the aggregate, do not exceed $5,000,000; provided, however, that no acquisition otherwise permitted by the foregoing clauses (i) or (ii) may be made to the extent it may reasonably be expected to prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement; (e) sell, assign, transfer, lease, license, mortgage or otherwise encumber or subject to any Lien (other than Permitted Liens), or otherwise dispose of any of its properties or assets or create any security interest in such assets or properties that have a fair market value in excess of $5,000,000 in the aggregate, in each case, other than in the ordinary course of business consistent with past practice (including disposing of, selling, assigning, transferring, leasing, licensing, mortgaging or otherwise encumbering Oil and Gas Properties and related assets in the ordinary course of business consistent with past practice); (f) except for speculative purposes, (vi) indebtedness borrowings under the Credit Agreements that are incurred in the ordinary course of business consistent with past practice, or Indebtedness owed by any wholly-owned Subsidiary to such Party or any other wholly-owned Subsidiary of such Party, incur, redeem, prepay, repurchase, defease, cancel, or modify the terms of, any Indebtedness or assume, guarantee or endorse, or otherwise become responsible for the Indebtedness of any Person (other than any of its wholly-owned Subsidiaries); (g) make any loans or advances to any Person other than its wholly-owned Subsidiaries or as a result of ordinary advances and reimbursements to employees; (h) change in any material respect its accounting methods (or underlying assumptions), principles or practices affecting its assets, liabilities or business, including any reserving, renewal or residual method, practice or policy, in each case, in effect on the date of letters this Agreement, except as required by changes in GAAP or regulatory accounting principles; (i) make investments in Persons (other than in any of credit its wholly-owned Subsidiaries or any Related Entity) in excess of $5,000,000 in the aggregate, whether by purchase of stock or securities, contributions to capital, property transfers, or entering into binding agreements with respect to any such investment or acquisition; (j) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, settle any material claim or assessment from a Tax Authority or surrender any right to claim a refund of a material amount of Taxes; (k) except as expressly permitted by any other provision of this Section 5.2 or as set forth in Section 5.2 of the Company Disclosure Letter or the Parent Disclosure Letter, terminate or waive any material provision of any Company Material Contract or Parent Material Contract, as applicable, other than normal renewals of such Contracts without materially adverse changes, additions or deletions of terms, or enter into or renew any agreement or contract or other similar arrangements binding obligation of such Party or its Subsidiaries containing (i) any restriction on the ability of such Party and its Subsidiaries, or, after the Merger, Parent and its Subsidiaries (including the Company), to conduct their businesses as presently conducted or currently contemplated to be conducted after the Merger or (ii) any restriction on such Party or its Subsidiaries, or, after the Merger, Parent and its Subsidiaries (including the Company), in engaging in any type of activity or business; (l) (i) incur any capital expenditures or (ii) enter into any Contract obligating such Party to make capital expenditures, except, in each case, for (A) capital expenditures made in accordance with such Party’s existing capital plan for 2013 as in effect as of the date of this Agreement (which plan is set forth in Section 5.2 of the Company Disclosure Letter or the Parent Disclosure Letter, as applicable); or (B) to the extent not reflected on such capital plan, capital expenditures not in excess of $5,000,000 in the aggregate with respect to the Company and $10,000,000 in the aggregate with respect to Parent; (m) except as required by agreements or instruments in effect on the date of this Agreement, alter in any material respect, fail to satisfy or enter into any commitment to alter in any material respect, any material interest in any corporation, association, joint venture, partnership or business entity in which such Party directly or indirectly holds any equity or ownership interest on the date of this Agreement; (n) except as required by the terms of Company Benefit Plans or Company Employment Agreements, or the terms of Parent Benefit Plans or Parent Employment Agreements, as applicable, as in effect on the date of this Agreement or as required by applicable Law or as provided by this Agreement, or as in the ordinary course of business consistent with past practice, (i) grant or pay to any current or former director, officer, employee or consultant of the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as applicable, any increase in compensation, except for annual or promotional salary or wage increases in the ordinary course of business consistent with past practice not to exceed, in the aggregate for all such increases, 10% of the aggregate wage and salary expense for the prior year to the Company and its Subsidiaries or Parent and its Subsidiaries, as applicable, on a consolidated basis, except Parent may grant or pay to both (A) the estate of its immediate past Chairman who served prior to April 19, 2013 the incentive bonuses for the fiscal year that ends June 30, 2013 and (B) its current Chairman, President and Chief Executive Officer the incentive bonuses for the fiscal year that ends June 30, 2013 and the fiscal year that will begin July 1, 2013, in accordance with the criteria previously approved by the Parent Board, which bonuses shall not exceed the individual amounts set forth in Section 5.2(n) of the Parent Disclosure Schedule; (ii) grant, pay, promise to pay, or enter into any Company Benefit Plan or Company Employment Agreement or Parent Benefit Plan or Parent Employment Agreement, as applicable, to pay, to any current or former director, officer, employee, consultant or service provider of the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as applicable, any severance, retention, change in control or termination pay or any increase in actual or potential severance, retention, change in control or termination pay, except to Parent Employees who will be employed by Parent for six months or less following the Effective Time in an amount not to exceed $1,500,000 in the aggregate; (iii) increase the compensation or benefits provided or payable under any Company Benefit Plan or Company Employment Agreement or Parent Benefit Plan or Parent Employment Agreement, as applicable; (iv) modify the terms of any equity-based award granted under any Company Stock Plan or Parent Stock Plan, as applicable; (v) make any discretionary contributions or payments with respect to any Company Benefit Plan or Company Employment Agreement or Parent Benefit Plan or Parent Employment Agreement, as applicable, to any trust or other funding vehicle; (vi) accelerate the payment or vesting of any payment or benefit provided or to be provided to any director, officer, employee or consultant of the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as applicable, or otherwise pay any amounts not due such individual, except to Parent Employees who will be employed by Parent for six months or less following the Effective Time; (vii) indebtedness arising enter into any new or amend or modify any existing Company Employment Agreement or Parent Employment Agreement, as applicable, (or agreement that would be a Company Employment Agreement or Parent Employment Agreement, as applicable, if in effect on the date of this Agreement), other than employment agreements for new hires with an annual compensation not exceeding $250,000 in the aggregate; (viii) establish any new or amend or modify any existing Company Benefit Plans or Parent Benefit Plans, as applicable, (or plans that would be a Company Benefit Plan or Parent Benefit Plan, as applicable, if in effect on the date of this Agreement); or (ix) establish, adopt or enter into any collective bargaining agreement; (o) except as set forth in Section 5.2 of the Company Disclosure Letter or the Parent Disclosure Letter, pay, discharge, settle, waive, release or assign or compromise any legal action, litigation, arbitration, suit, investigation or proceeding, other than any such payment, discharge, settlement or compromise (i) that involves solely money damages in an amount not in excess of $5,000,000 in the aggregate, and that does not create binding precedent for other pending or potential legal action, litigation, arbitration or proceeding, or (ii) pursuant to the terms of any Contract in effect on the date of this Agreement (copies of which have been provided to the Other Party prior to the date of this Agreement); (p) take any action, or knowingly fail to take any action within its control, which action or failure to act would reasonably be expected to prevent the Merger from customary cash management qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (q) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of such Party or any of its Subsidiaries (other than the Merger); (r) fail to maintain in full force and treasury services effect the material insurance policies covering such Party and the honoring of checksits Subsidiaries and their respective properties, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, assets and business in each case incurred a form and amount consistent with past practices; (s) enter into any hedging Contracts not in the ordinary course of business consistent with past practice; (t) purchase or otherwise acquire, and directly or indirectly (viiiincluding by way of providing financing), any Equity Interests in the Other Party or any of the Other Party’s Subsidiaries; or (u) Indebtedness commit or agree to take any of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted the actions contemplated by clauses (iSection 5.2(a) through (viit) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock;above.

Forbearances. During Except as set forth on Schedule 5.2, as otherwise contemplated or permitted by this Agreement (including the Disclosure Schedules) and the Option Agreements or as referred to in any Star Reports or Firstar Reports publicly filed with the SEC prior to the date hereof, during the period from the date of this Agreement to the Effective Time or earlier valid termination of this AgreementTime, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy Disclosure Letter or the Coursera Disclosure Letter, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) Firstar shall not and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera shall not permit any of their respective its Subsidiaries to, without the prior written consent of the other party Star (such which consent shall not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy Star shall not, not and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera Firstar (such which consent shall not to be unreasonably withheld, conditioned or delayed): (a) incurdeclare, assumeset aside or pay any dividends or other distributions, guarantee directly or become liable indirectly, in respect of its capital stock (other than dividends from a wholly owned Subsidiary of such party to such party or another wholly owned Subsidiary of such party), except that (i) Star may pay quarterly cash dividends on Star Common Stock in an amount not to exceed the rate payable on such Star Common Stock as of the date hereof, and (ii) Firstar may pay quarterly cash dividends on Firstar Common Stock in an amount not to exceed the rate payable on such Firstar Common Stock as of the date hereof (together with any rate increase consistent with past practice); or (b) except as disclosed on such party's Disclosure Schedule, enter into or amend any employment, severance or similar agreement or arrangement with any director or officer or employee or collective bargaining agreement, or materially modify any of its Benefit Plans or grant any salary or wage increase or materially increase any employee benefit (including incentive or bonus payments), except normal individual increases in compensation to employees consistent with past practice or (ii) as required by law or contract; or (c) authorize, recommend, propose, or announce an intention to authorize, so recommend or propose, or enter into an agreement in principle with respect to, any merger, consolidation or business combination, any acquisition or disposition of a material amount of assets, including mortgage servicing rights, loans or securities as well as any release or relinquishment of any material contract rights (except in the usual course of business consistent with past practices) provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving existing Subsidiaries; or (d) except for transactions in the ordinary course of business consistent with past practice, enter into or terminate any Indebtednessmaterial contract or agreement, or make any change in any of its material leases or contracts, other than renewals of contracts and leases without material adverse changes of terms; (e) settle any material claim, action or proceeding involving money damages, except in the ordinary course of business consistent with past practice; (f) propose or adopt any amendments to its articles of incorporation, association or other charter document or bylaws or code of regulations; or (g) issue, sell, grant, confer or award any of its Equity Securities or any debt securities having the right to vote on matters on which stockholders may vote or purchase, redeem, retire, repurchase, or exchange, or otherwise acquire or dispose of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise (except for (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries shares of Firstar Common Stock or Coursera and/or wholly owned Coursera SubsidiariesStar Common Stock, as applicable, issued upon exercise of Firstar Stock Options or Star Stock Options, respectively, outstanding on the date of this Agreement or issued in accordance with this paragraph (g), (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiarypursuant to the Option Agreements, (iii) guarantees by Coursera or any direct or indirect wholly such transactions between a wholly-owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiaryand its parent, (iv) other Indebtedness incurred by mutual written agreement of Udemy in accordance with the Firstar and CourseraStar Stock Plans consistent with past practice, (v) Indebtedness as agent for stockholders reinvesting dividends pursuant to a dividend reinvestment plan in accordance with the terms thereof as in effect on the date of Udemy and/or Udemy this Agreement, (vi) for the acquisition of Trust Account Shares and DPC Shares, (vii) with respect to Firstar, any repurchases of Firstar Common Stock to maintain a pool of up to 500,000 shares in the form of treasury shares for the purpose of reissuing upon the exercise of Firstar Stock Options, or (viii) in the ordinary course of business consistent with past practice (such party agreeing to promptly notify the other party of any such transactions)) or effect any stock split or adjust, combine, reclassify or otherwise change its equity capitalization as it existed on the date of this Agreement; or (h) solicit, encourage or authorize any individual, corporation or other entity to solicit or encourage from any third party any inquiries or proposals relating to the disposition of its business or assets, or the acquisition of its voting securities, or the merger of it or any of its Subsidiaries with any corporation or Coursera and/or Coursera Subsidiaries, other entity other than as applicable, provided by this Agreement (and each party shall promptly notify the other of all of the type described in clause relevant details relating to all inquiries and proposals which it may receive relating to any of such matters); or (i) take any action that would (i) materially adversely affect, impede or delay the consummation of the definition transactions contemplated by this Agreement and the Option Agreements or the ability of Indebtedness incurred Star or Firstar to obtain any approval of any Regulatory Authority required for the transactions contemplated by this Agreement and the Option Agreements or to perform its covenants and agreements under this Agreement and the Option Agreements, (ii) prevent the Reincorporation Merger or the Second Step Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code or (iii) prevent the transactions contemplated hereby from qualifying as a "pooling of interests" for accounting and financial reporting purposes; or (j) other than in the ordinary course of business consistent with past practice and not other than indebtedness of up to $800 million incurred by Firstar and its Subsidiaries to fund Firstar's purchase from Cargill Corporation of Cargill Leasing and to redeem Firstar's $100 million aggregate principal amount of 7.15% Notes due September 1, 2000, and indebtedness of up to $100 million under Firstar's bank facilities for speculative purposes, liquidity purposes incur any indebtedness for borrowed money (vi) other than short-term indebtedness incurred in respect to refinance short-term indebtedness and indebtedness of letters Star or any of credit its wholly-owned Subsidiaries to Star or any of its wholly-owned Subsidiaries, on the one hand, or of Firstar or any of its wholly-owned Subsidiaries to Firstar or any of its wholly-owned Subsidiaries, on the other hand), assume, guarantee, endorse or otherwise as an accommodation become responsible or liable for the obligations of any other individual, corporation or other similar arrangements entity (it being understood and agreed that incurrence of indebtedness in the ordinary course of business consistent with past practiceshall include, without limitation, the creation of deposit liabilities, purchases of Federal funds, sales of certificates of deposit and entering into repurchase agreements); or (viik) indebtedness arising from customary cash management implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP or regulatory guidelines; or (l) other than the sale of up to $250 million of treasury securities by Firstar and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera its Subsidiaries, materially restructure or materially change its investment securities portfolio, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported as applicableof the date of the Agreement; or (m) except as required by applicable law or regulation, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); providedimplement or adopt, any material change in the case of this clause (viii)its interest rate and other risk management policies, that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market termsprocedures or practices, (2ii) such Indebtedness is prepayable fail to follow in any material respect its existing policies or redeemable at practices with respect to managing its exposure to interest rate and other risk or (iii) fail to use commercially reasonable means to avoid any time material increase in its aggregate exposure to interest rate risk; or (subject to customary notice requirementsn) without premium take any action or penalty (other than customary reference rate breakage), (3) none make any determination the effect of the execution, delivery or performance of this Agreement or the consummation of which would result in the transactions contemplated hereby by this Agreement constituting or being deemed to be consummated a "Change in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right Control" within the meaning of the lenders Firstar Supplemental Retirement Plan for Key Executives and the Firstar Corporation Pension Plan or (o) agree in writing or their agents or trustees) under or otherwise to take any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock;foregoing actions.

Forbearances. During the period from the date of this Agreement to the earlier of the Effective Time or earlier valid the termination of this Agreement, and except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 7.2 of the Udemy Company Disclosure Letter or Memorandum, the Coursera Disclosure Letter, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such Sterling, which consent shall not to be unreasonably withheld, conditioned or delayedwithheld (and the Company shall provide Sterling with prompt notice of any events referred to in this Section 7.2 occurring after the date hereof): (a) incurother than in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money (other than short-term indebtedness incurred to refinance short-term indebtedness and indebtedness of the Company or any of its Subsidiaries to the Company or any of its Subsidiaries; it being understood and agreed that incurrence of indebtedness in the ordinary course of business shall include, without limitation, the creation of deposit liabilities, purchases of federal funds, and sales of certificates of deposit), assume, guarantee guarantee, endorse or otherwise as an accommodation become liable responsible for the obligations of any Indebtednessother Person, or make any loan or advance other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice and not for speculative purposes, (vi) indebtedness incurred in respect of letters of credit or other similar arrangements in the ordinary course of business consistent with past practice, (vii) indebtedness arising from customary cash management and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise)prudent banking practices; (b) adjust, split, combine or reclassify any capital stock; make, declare or pay any dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock, other than distributions from the Bank to the Company, grant any stock options or stock awards, or grant any Person any right to acquire any shares of its capital stock; or issue any additional shares of capital stock (except as permitted by Section 3.3(c) or upon exercise and conversion of Company Options, as provided in Section 3.4 and Section 8.6), or any securities or obligations convertible into or exchangeable for any shares of its capital stock; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any Person, or cancel, release or assign any indebtedness to such Person or any claims held by any such Person, except in the ordinary course of business consistent with past practice and prudent banking practices or pursuant to contracts or agreements in force at the date of this Agreement; (d) make any material investment (other than trades in investment securities in the ordinary course) either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets of any other Person; (e) enter into, terminate or fail to exercise any material right under, any contract or agreement involving annual payments in excess of $15,000 and which cannot be terminated without penalty upon 30 days’ notice, or make any change in, or extension of (other than automatic extensions) any of its leases or contracts involving annual payments in excess of $10,000 and which cannot be terminated without penalty upon 30 days’ notice; (f) make, renegotiate, renew, increase, extend or purchase any (i) loan, lease (credit equivalent), advance, credit enhancement or other extension of credit, except (A) in conformity with existing lending practices of the Company in amounts not to exceed $1,000,000 to any individual borrower, (B) loans or advances as to which the Company or any Subsidiary has a legally binding obligation to make such loan or advances as of the date hereof, (C) loans fully secured by a certificate of deposit at the Bank, and (D) consumer loans in amounts less than $100,000; provided, however, that the Company and its Subsidiaries may not make, renegotiate, renew, increase, extend or purchase any loan that is underwritten based on no verification of income or loans commonly known or referred to as “no documentation loans,” or (ii) loans, advances or commitments to directors, officers or other affiliated parties of the Company or any of its subsidiaries; (g) except as required by law, modify the terms of any Company Benefit Plan (including any severance pay plan) or increase or modify in any manner the compensation or fringe benefits of any of its Employees (including, without limitation, entering into any commitment to pay any “stay bonuses” or similar benefits not permitted by this Agreement) or pay any pension or retirement allowance not required by any existing plan or agreement to any such Employees, or become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any Employee other than routine adjustments in compensation and fringe benefits in the ordinary course of business consistent with past practice or accelerate the vesting of any stock options or other stock-based compensation, provided, that the Company may pay in December 2006 bonuses accrued in accordance with the Company’s historical practices; (h) settle any claim, action or proceeding involving the payment of money damages in excess of $10,000; (i) amend its Articles of Incorporation or its bylaws; (j) fail to maintain its Regulatory Agreements, material Authorizations or to file in a timely fashion all federal, state, local and foreign Tax Returns; (k) make any capital expenditures of more than $15,000 individually or $50,000 in the aggregate; (l) fail to maintain or administer each Company Benefit Plan in accordance with applicable Law or timely make all contributions or accruals required thereunder in accordance with GAAP; (m) take any action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue at any time prior to the Effective Time, or in any of the conditions to the Merger set forth in Article X not being satisfied or in a violation of any provision of this Agreement, except, in every case, as may be required by applicable law; (n) change any methods or policies of accounting from those used in the Company Financial Statements, except as may be required by GAAP or any Regulatory Authority; (o) take or cause or permit to be taken any action, whether before or after the Effective Time, which would disqualify the Merger as a tax-free reorganization within the meaning of Section 368 of the Code (subject to required recognition of gain or loss with respect to cash paid for fractional shares pursuant hereto); (p) make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company or any of its Subsidiaries, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of the Company or any of its Subsidiaries for any period ending after the Closing Date or decreasing any Tax attribute of the Company or any of its Subsidiaries existing on the Closing Date; (q) make any material changes to its securities portfolio, the weighted averages of its certificate of deposit portfolio, or materially deviate from its policies and practices regarding the establishment of its allowance for credit losses; or (r) agree, or make any commitment, to take, in writing or otherwise, any of the actions described in clauses (a) through (q) of this Section 7.2.

Forbearances. During the period from the date of this Agreement to until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.01, except as may be required by Law or earlier valid termination of a Governmental Entity, as required or expressly permitted by this Agreement, except (i) as expressly contemplated by this Agreement (including Previously Disclosed or as set forth in Section 5.2 6.02 of the Udemy OBDE Disclosure Letter Schedule or Section 6.02 of the Coursera OBDC Disclosure LetterSchedule, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy nor Coursera OBDE or OBDC shall, and neither Udemy nor Coursera shall permit any of their respective its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of OBDE or OBDC, as applicable (and the other party (such consent of the OBDE Special Committee, in the case of OBDE, and the consent of the OBDC Special Committee, in the case of OBDC), which prior written consent shall not to be unreasonably withhelddelayed, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed):: (a) incurOther than pursuant to such party’s dividend reinvestment plan as in effect as of the date of this Agreement, assumeissue, guarantee deliver, sell or become liable for any Indebtednessgrant, other than or encumber or pledge, or authorize the creation of (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries any shares of its capital stock, (ii) any OBDE Voting Debt or Coursera and/or wholly owned Coursera SubsidiariesOBDC Voting Debt, as applicable, or other voting securities or (iiiii) guarantees any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities. (i) Make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and such party’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by Udemy or such party, (C) dividends payable by any direct or indirect wholly owned Udemy Consolidated Subsidiary of Indebtedness of Udemy such party to such party or any other another direct or indirect wholly owned Udemy SubsidiaryConsolidated Subsidiary of such party or (D) with respect to OBDE, a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) guarantees by Coursera purchase, redeem or otherwise acquire, any shares of its capital stock or any direct rights, warrants or indirect wholly owned Coursera Subsidiary options to acquire, or securities convertible into, such capital stock. (c) Sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of Coursera such party or any of its Consolidated Subsidiaries. (d) Acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed. (e) Amend the OBDE Charter or the OBDE Bylaws (in the case of OBDE) or the OBDC Charter or the OBDC Bylaws (in the case of OBDC) or any other direct governing documents or indirect wholly owned Coursera Subsidiarysimilar governing documents of any of such party’s Consolidated Subsidiaries. (f) Implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements. (ivg) other Indebtedness incurred by mutual written agreement of Udemy and CourseraHire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan. (vh) Indebtedness of Udemy and/or Udemy Subsidiaries Take any action or Coursera and/or Coursera Subsidiariesknowingly fail to take any action that would, as applicable, of the type described in clause or would reasonably be expected to (i) materially delay or materially impede the ability of the definition parties to consummate the Transactions or (ii) prevent the Mergers from qualifying as a reorganization within the meaning of Section 368(a) of the Code; provided, however, that the foregoing shall not preclude OBDE from declaring or paying any Tax Dividend on or before the Closing Date. (i) Incur any Indebtedness incurred for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness. (j) Make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed. (k) File or amend any material Tax Return other than in the ordinary course of business consistent with past practice and such party’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refund. (l) Take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause such party to fail to qualify or not be subject to taxation as a RIC. (m) Enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which such party or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed and is, would or should be reflected in such party’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC). (n) Other than in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an OBDE Material Contract or OBDC Material Contract, as applicable, had it been entered into prior to the date of this Agreement. (o) Other than in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any OBDE Material Contract or OBDC Material Contract, as applicable. (p) Settle any Proceeding against it, except for speculative purposes, Proceedings that (vii) indebtedness incurred in respect of letters of credit or other similar arrangements are settled in the ordinary course of business consistent with past practice, (vii) indebtedness arising from customary cash management practice and treasury services such party’s investment objectives and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collectionpolicies as publicly disclosed, in each case incurred an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of it or any of its Consolidated Subsidiaries or, after the Effective Time, OBDC, OBDE, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault. (q) Other than in the ordinary course of business consistent with past practicesuch party’s investment objectives and policies as publicly disclosed, and (viiii) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of Udemy and/or Udemy outstanding debt of such party or its Consolidated Subsidiaries as in effect as of the date of this Agreement or Coursera and/or Coursera other Permitted Indebtedness or (ii) cancel any material indebtedness. (r) Except as otherwise expressly contemplated by this Agreement, merge or consolidate such party or any of its Consolidated Subsidiaries with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of such party or any of its Consolidated Subsidiaries. (s) Agree to take, make any commitment to take, or adopt any resolutions of the OBDE Board or the OBDC Board, as applicable, in an aggregate principal amount not to exceed $5.0 million at authorizing, any time outstanding, without taking into account any amounts permitted of the actions prohibited by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock;6.02.

Forbearances. During Except as set forth on Schedule 5.2, as otherwise contemplated or permitted by this Agreement (including the Disclosure Schedules) and the Option Agreements or as referred to in any Star Reports or Firstar Reports publicly filed with the SEC prior to the date hereof, during the period from the date of this Agreement to the Effective Time or earlier valid termination of this AgreementTime, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy Disclosure Letter or the Coursera Disclosure Letter, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) Firstar shall not and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera shall not permit any of their respective its Subsidiaries to, without the prior written consent of the other party Star (such which consent shall not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy Star shall not, not and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera Firstar (such which consent shall not to be unreasonably withheld, conditioned or delayed): (a) incurdeclare, assumeset aside or pay any dividends or other distributions, guarantee directly or become liable indirectly, in respect of its capital stock (other than dividends from a wholly owned Subsidiary of such party to such party or another wholly owned Subsidiary of such party), except that (i) Star may pay quarterly cash dividends on Star Common Stock in an amount not to exceed the rate payable on such Star Common Stock as of the date hereof, and (ii) Firstar may pay quarterly cash dividends on Firstar Common Stock in an amount not to exceed the rate payable on such Firstar Common Stock as of the date hereof (together with any rate increase consistent with past practice); or (b) except as disclosed on such party's Disclosure Schedule, enter into or amend any employment, severance or similar agreement or arrangement with any director or officer or employee or collective bargaining agreement, or materially modify any of its Benefit Plans or grant any salary or wage increase or materially increase any employee benefit (including incentive or bonus payments), except normal individual increases in compensation to employees consistent with past practice or (ii) as required by law or contract; or (c) authorize, recommend, propose, or announce an intention to authorize, so recommend or propose, or enter into an agreement in principle with respect to, any merger, consolidation or business combination, any acquisition or disposition of a material amount of assets, including mortgage servicing rights, loans or securities as well as any release or relinquishment of any material contract rights (except in the usual course of business consistent with past practices) provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving existing Subsidiaries; or (d) except for transactions in the ordinary course of business consistent with past practice, enter into or terminate any Indebtednessmaterial contract or agreement, or make any change in any of its material leases or contracts, other than renewals of contracts and leases without material adverse changes of terms; or (e) settle any material claim, action or proceeding involving money damages, except in the ordinary course of business consistent with past practice; or (f) propose or adopt any amendments to its articles of incorporation, association or other charter document or bylaws or code of regulations; or (g) issue, sell, grant, confer or award any of its Equity Securities or any debt securities having the right to vote on matters on which stockholders may vote or purchase, redeem, retire, repurchase, or exchange, or otherwise acquire or dispose of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise (except for (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries shares of Firstar Common Stock or Coursera and/or wholly owned Coursera SubsidiariesStar Common Stock, as applicable, issued upon exercise of Firstar Stock Options or Star Stock Options, respectively, outstanding on the date of this Agreement or issued in accordance with this paragraph (g), (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiarypursuant to the Option Agreements, (iii) guarantees by Coursera or any direct or indirect wholly such transactions between a wholly-owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiaryand its parent, (iv) other Indebtedness incurred by mutual written agreement of Udemy in accordance with the Firstar and CourseraStar Stock Plans consistent with past practice, (v) Indebtedness as agent for stockholders reinvesting dividends pursuant to a dividend reinvestment plan in accordance with the terms thereof as in effect on the date of Udemy and/or Udemy this Agreement, (vi) for the acquisition of Trust Account Shares and DPC Shares, (vii) with respect to Firstar, any repurchases of Firstar Common Stock to maintain a pool of up to 500,000 shares in the form of treasury shares for the purpose of reissuing upon the exercise of Firstar Stock Options, or (viii) in the ordinary course of business consistent with past practice (such party agreeing to promptly notify the other party of any such transactions)) or effect any stock split or adjust, combine, reclassify or otherwise change its equity capitalization as it existed on the date of this Agreement; or (h) solicit, encourage or authorize any individual, corporation or other entity to solicit or encourage from any third party any inquiries or proposals relating to the disposition of its business or assets, or the acquisition of its voting securities, or the merger of it or any of its Subsidiaries with any corporation or Coursera and/or Coursera Subsidiaries, other entity other than as applicable, provided by this Agreement (and each party shall promptly notify the other of all of the type described in clause relevant details relating to all inquiries and proposals which it may receive relating to any of such matters); or (i) take any action that would (i) materially adversely affect, impede or delay the consummation of the definition transactions contemplated by this Agreement and the Option Agreements or the ability of Indebtedness incurred Star or Firstar to obtain any approval of any Regulatory Authority required for the transactions contemplated by this Agreement and the Option Agreements or to perform its covenants and agreements under this Agreement and the Option Agreements, (ii) prevent the First Step Merger or the Second Step Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code or (iii) prevent the transactions contemplated hereby from qualifying as a "pooling of interests" for accounting and financial reporting purposes; or (j) other than in the ordinary course of business consistent with past practice and not other than indebtedness of up to $800 million incurred by Firstar and its Subsidiaries to fund Firstar's purchase from Cargill Corporation of Cargill Leasing and to redeem Firstar's $10▇ ▇▇▇▇▇on aggregate principal amount of 7.15% Notes due September 1, 2000, and indebtedness of up to $100 million under Firstar's bank facilities for speculative purposes, liquidity purposes incur any indebtedness for borrowed money (vi) other than short-term indebtedness incurred in respect to refinance short-term indebtedness and indebtedness of letters Star or any of credit its wholly-owned Subsidiaries to Star or any of its wholly-owned Subsidiaries, on the one hand, or of Firstar or any of its wholly-owned Subsidiaries to Firstar or any of its wholly-owned Subsidiaries, on the other hand), assume, guarantee, endorse or otherwise as an accommodation become responsible or liable for the obligations of any other individual, corporation or other similar arrangements entity (it being understood and agreed that incurrence of indebtedness in the ordinary course of business consistent with past practiceshall include, without limitation, the creation of deposit liabilities, purchases of Federal funds, sales of certificates of deposit and entering into repurchase agreements); or (viik) indebtedness arising from customary cash management implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP or regulatory guidelines; or (l) other than the sale of up to $250 million of treasury securities by Firstar and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera its Subsidiaries, materially restructure or materially change its investment securities portfolio, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported as applicableof the date of the Agreement; or (m) except as required by applicable law or regulation, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); providedimplement or adopt, any material change in the case of this clause (viii)its interest rate and other risk management policies, that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market termsprocedures or practices, (2ii) such Indebtedness is prepayable fail to follow in any material respect its existing policies or redeemable at practices with respect to managing its exposure to interest rate and other risk or (iii) fail to use commercially reasonable means to avoid any time material increase in its aggregate exposure to interest rate risk; or (subject to customary notice requirementsn) without premium take any action or penalty (other than customary reference rate breakage), (3) none make any determination the effect of the execution, delivery or performance of this Agreement or the consummation of which would result in the transactions contemplated hereby by this Agreement constituting or being deemed to be consummated a "Change in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right Control" within the meaning of the lenders Firstar Supplemental Retirement Plan for Key Executives and the Firstar Corporation Pension Plan; or (o) agree in writing or their agents or trustees) under or otherwise to take any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock;foregoing actions.

Forbearances. During the period from the date of this Agreement Execution Date to the Effective Time or earlier valid termination of this AgreementTime, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy DMGI Disclosure Letter Schedule or the Coursera Orchard Disclosure LetterSchedule, as applicable) the case may be, and, except as expressly contemplated or (ii) as required permitted by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) belowthis Agreement, neither Udemy DMGI nor Coursera the Orchard shall, and neither Udemy DMGI nor Coursera the Orchard shall permit any of their respective Subsidiaries to, without the prior written consent of the other party to this Agreement: (such consent not to be unreasonably withheld, conditioned a) incur any indebtedness for borrowed money (other than indebtedness of the Orchard or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries toto the Orchard or any of its Subsidiaries, without on the prior written consent one hand, or of Coursera (such consent not DMGI or any of its Subsidiaries to be unreasonably withheldDMGI or any of its Subsidiaries, conditioned or delayed): (a) incuron the other hand), assume, guarantee guarantee, endorse or otherwise as an accommodation become liable responsible for the obligations of any Indebtednessother individual, corporation or other than entity, or make any loan or advance; (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiariesother than with respect to a single possible reverse stock split, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicablein a ratio ranging from one-for-two to one-for-five, of the type described in clause all DMGI Common Stock then issued and outstanding (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice and not for speculative purposesany DMGI Common Stock underlying any then outstanding preferred stock, (vi) indebtedness incurred in respect of letters of credit option, warrant convertible note or other similar arrangements in security) (the ordinary course of business consistent with past practice, (vii) indebtedness arising from customary cash management and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii“Reverse Split”), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock; (ii) make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of its capital stock (except (A) dividends paid by any of the Subsidiaries of each of DMGI and the Orchard to DMGI or the Orchard or any of their wholly-owned Subsidiaries, respectively of each of DMGI and the Orchard, (B) the acceptance of shares of the Orchard Common Stock or DMGI Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding taxes incurred in connection with the exercise of stock options or the vesting of restricted stock, in each case in accordance with past practice and the terms of the applicable award agreements and (C) pursuant to the DMGI Rights); (iii) grant any stock appreciation rights, performance shares, restricted stock units or other equity-based interests, or grant any individual, corporation or other entity any right to acquire any shares of its capital stock; or (iv) issue any additional shares of capital stock except pursuant to the exercise of stock options or warrants outstanding as of the Execution Date; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a Subsidiary, or cancel, release or assign any indebtedness owed to or from any such person or any claims by or against any such person, in each case other than in the ordinary course of business consistent with past practices or pursuant to contracts or agreements in force at the Execution Date; (d) except for transactions in the ordinary course of business consistent with past practices or pursuant to contracts or agreements in force at the Execution Date or otherwise permitted by this Agreement, make any material investment either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets of any other individual, corporation or other entity other than a Subsidiary thereof; (e) except for transactions in the ordinary course of business consistent with past practices, terminate, or waive any material provision of, any Orchard Contract or DMGI Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, or material lease or contract, other than normal renewals of contracts and leases without material adverse changes of terms with respect to the Orchard or DMGI, as the case may be; (f) increase in any manner the compensation or fringe benefits of any of its employees or pay any pension or retirement allowance not required by any existing plan or agreement to any such employees or become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee other than in the ordinary course of business, or accelerate the vesting of, or the lapsing of restrictions with respect to, any stock options or other stock-based compensation (except to the extent required under the terms of the applicable plan or related award agreement); (g) settle any material claim, action or proceeding, except in the ordinary course of business consistent with past practices; (h) knowingly take any action that would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code; (i) amend its articles of incorporation, its bylaws or comparable governing documents; (j) take any action that is intended or expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Merger set forth in Article VII not being satisfied or in a violation of any provision of this Agreement, except, in every case, as may be required by applicable law; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; or (l) agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited by this Section 5.2.

Forbearances. During Without limiting the generality of Section 5.1 above, during the period from the date of this Original Agreement Date to the Dex Effective Time or earlier valid termination of this AgreementTime, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy SuperMedia Disclosure Letter Schedule or the Coursera Dex Disclosure LetterSchedule, as applicable) or (ii) , as required by applicable Law (but only following noticeLaw, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) belowor as expressly contemplated or permitted by this Agreement, neither Udemy SuperMedia nor Coursera Dex shall, and neither Udemy SuperMedia nor Coursera Dex shall permit any of their respective Subsidiaries SuperMedia Subsidiary or Dex Subsidiary, as applicable, to, without the prior written consent of the other party (such consent Dex or SuperMedia, as applicable, which shall not to be unreasonably withheld, conditioned delayed or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed):conditioned: (a) incur, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries other than dividends and distributions by a direct or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy indirect Subsidiary to such Party or to any direct or indirect wholly owned Udemy Subsidiary of Indebtedness such Party, declare, set aside or pay any dividends on, make any other distributions in respect of, or enter into any agreement with respect to the voting of, any of Udemy its capital stock, (ii) split, combine or reclassify any of its capital stock or any other direct or indirect wholly owned Udemy Subsidiaryof its securities, (iii) guarantees by Coursera except as described in Section 2.6(d) or 2.7(e), accelerate the vesting of any direct options, warrants or indirect wholly owned Coursera Subsidiary other rights of Indebtedness any kind to acquire shares of Coursera capital stock or any other direct or indirect wholly owned Coursera Subsidiary, (iv) purchase, redeem or otherwise acquire any shares of its capital stock or other securities or any of its Subsidiaries, or any rights, warrants or options to acquire any such shares or other securities (other than the withholding of shares of common stock to satisfy the exercise price or Tax withholding upon the exercise of stock options, vesting of restricted shares or settlement of stock units or stock appreciation rights, in each case that are outstanding as of the Original Agreement Date in accordance with their terms and such Party’s practices as of the Original Agreement Date); (b) issue, deliver, sell, pledge or otherwise encumber or subject to any Lien any shares of its capital stock, any other voting securities, including any restricted shares of its common stock, or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities, including any stock options and unit awards (other than the issuance of its common stock upon the exercise of stock options, vesting of restricted shares or settlement of stock units, in each case that are outstanding as of the Original Agreement Date in accordance with their terms, and other than the issuance of Newco Common Stock pursuant to the Option (as defined in the Dex Pre-Pack Plan)); (c) amend its certificate of incorporation, bylaws or other comparable organizational documents or the organizational documents of any of its Subsidiaries; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing any assets or any equity securities of, or by any other manner, any business or any Person, or otherwise acquire or agree to acquire any assets, except for acquisitions of inventory or other similar assets in the ordinary course of business consistent with past practice; provided, that the foregoing shall not prohibit internal reorganizations or consolidations; (e) sell, assign, transfer, lease, license, mortgage or otherwise encumber or subject to any Lien (other than Liens in connection with any Indebtedness incurred permitted under Section 5.2(f)), or otherwise dispose of (i) any of its properties or assets (including capital stock in any of its Subsidiaries) or create any security interest in such assets or properties other than in the ordinary course of business consistent with past practice, or (ii) except as contemplated in the SuperMedia Financing Amendments or the Dex Financing Amendments, any SuperMedia IP owned by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy SuperMedia or the SuperMedia Subsidiaries or Coursera and/or Coursera any Dex IP owned by Dex or the Dex Subsidiaries, as applicable, except for non-exclusive licenses of Intellectual Property made in the type described ordinary course of business consistent with past practice; (f) except for borrowings under existing credit facilities (or renewals, extensions or replacements therefor that do not increase the aggregate amount available thereunder and that do not provide for any termination fees or penalties, prohibit pre-payments or provide for any pre-payment penalties, or contain any like provisions limiting or otherwise affecting the ability of such Party or its applicable Subsidiaries or successors from terminating or pre-paying such facilities, or contain financial terms less favorable, in clause (ithe aggregate, than existing credit facilities, and as they may be so renewed, extended or replaced) of the definition of Indebtedness that are incurred in the ordinary course of business consistent with past practice and not practice, or for speculative purposes, (vi) indebtedness incurred in respect of letters borrowings or other lines of credit or refinancing of indebtedness outstanding on the Original Agreement Date in additional amounts not to exceed $5,000,000, or Indebtedness owed by any wholly owned Subsidiary to such Party or any other wholly owned Subsidiary of such Party, or as contemplated by Section 6.14, incur, redeem, prepay, defease, cancel, or modify the terms of, any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for the obligations of any Person (other than any of its wholly owned Subsidiaries), or make any loans or advances to any Person other than to its wholly owned Subsidiaries or as a result of ordinary advances and reimbursements to employees; (g) change in any material respect its accounting methods (or underlying assumptions), principles or practices affecting its assets, liabilities or business, including any reserving, renewal or residual method, practice or policy, in each case, in effect on the Original Agreement Date, except as required by changes in GAAP or regulatory accounting principles; (h) enter into any new line of business or change in any material respect the operating, asset liability, investment or risk management or other similar arrangements policies of it or any of its Subsidiaries; (i) make any investment in or loan to any Person in excess of $5,000,000 in the aggregate, whether by purchase of stock or securities, contributions to capital, property transfers, or entering into binding agreements with respect to any such investment, loan or acquisition; (j) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, settle any material Tax claim or assessment or surrender any right to claim a refund of a material amount of Taxes; (k) except as expressly permitted by any other provision of this Section 5.2 or as set forth in the SuperMedia Disclosure Schedule or the Dex Disclosure Schedule, amend, terminate or waive any material provision of any SuperMedia Material Contract, SuperMedia IP Contract, Dex Material Contract or Dex IP Contract, as applicable (the “Material Contracts”), or enter into or renew any agreement or contract or other binding obligation that is or, if it were on place as of the Original Agreement Date, would be a Material Contract (other than normal renewals of such Contracts without materially adverse changes, additions or deletions of terms); (l) make or incur, or enter into any Contract obligating such Party to incur, any capital or operating expenditures in excess of $5,000,000 in the aggregate, except for capital or operating expenditures contemplated in such party’s existing plan for annual capital or operating expenditures for 2012, which plan has been made available to the Other Party prior to the Original Agreement Date; (m) except as required by agreements or instruments in effect on the Original Agreement Date, alter in any material respect, or enter into any commitment to alter in any material respect, any material interest in any corporation, association, joint venture, partnership or business entity in which such Party directly or indirectly holds any equity or ownership interest on the Original Agreement Date; (n) except as required by the terms of SuperMedia Benefit Plans or SuperMedia Employment Agreements, or the terms of Dex Benefit Plans or Dex Employment Agreements, as applicable, as in effect on the Original Agreement Date or as required by applicable Law or as provided by this Agreement, (i) grant or pay to any current or former director, officer, employee or consultant of Dex or any Dex Subsidiary or SuperMedia or any SuperMedia Subsidiary any increase in compensation, except for salary or wage increases in the ordinary course of business consistent with past practice, (ii) grant, pay, promise to pay, or enter into any SuperMedia Benefit Plan or SuperMedia Employment Agreement or Dex Benefit Plan or Dex Employment Agreement (as applicable) to pay, to any current or former director, officer, employee, consultant or service provider of SuperMedia or any SuperMedia Subsidiary or Dex or Dex Subsidiary (as applicable) any severance or termination pay or any increase in severance or termination pay, (iii) increase the compensation or benefits provided under any SuperMedia Benefit Plan, SuperMedia Employment Agreement, Dex Benefit Plan or Dex Employment Agreement, (iv) enter into or modify the terms of any equity-based award granted under any SuperMedia Stock Plan or Dex Stock Plan, (v) make any discretionary contributions or payments with respect to any SuperMedia Benefit Plan, SuperMedia Employment Agreement, Dex Benefit Plan, or Dex Employment Agreement to any trust or other funding vehicle, other than the issuance of Newco Common Stock pursuant to the Option (as defined in the Dex Pre-Pack Plan), (vi) accelerate the payment or vesting of any payment or benefit provided or to be provided to any director, officer, employee or consultant of SuperMedia or any SuperMedia Subsidiary or Dex or any Dex Subsidiary or otherwise pay any amounts not due such individual, (vii) indebtedness arising from customary cash management and treasury services and enter into any new or amend or modify any existing SuperMedia Employment Agreement or Dex Employment Agreement (or agreement that would be a SuperMedia Employment Agreement or Dex Employment Agreement if in effect on the honoring Original Agreement Date), other than employment agreements for new hires with total compensation not to exceed $300,000, (viii) establish any new or amend or modify any existing SuperMedia Benefit Plans or Dex Benefit Plan (or plans that would be a SuperMedia Benefit Plan or Dex Benefit Plan if in effect on the Original Agreement Date) or (ix) establish, adopt or enter into any collective bargaining agreement other than a renewal of checksor successor to an existing collective bargaining agreement on terms no less favorable to SuperMedia or Dex (as applicable); (o) except as set forth in the SuperMedia Disclosure Schedule or the Dex Disclosure Schedule, drafts pay, discharge, settle or similar instruments against insufficient funds compromise any Action, other than any such payment, discharge, settlement or from the endorsement of instruments for collection, in each case incurred compromise (i) in the ordinary course of business consistent with past practicepractice that involves solely money damages in an amount not in excess of $1,000,000 individually or $2,000,000 in the aggregate, and that does not create binding precedent for other pending or potential Actions, or (viiiii) Indebtedness pursuant to the terms of Udemy and/or Udemy any Contract in effect on the Original Agreement Date (copies of which have been provided to the Other Party prior to the Original Agreement Date); (p) take any action, or knowingly fail to take any action within its control, which action or failure to act would be reasonably expected to prevent the Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (q) except in the reasonable business judgment of the holder of such Intellectual Property, let lapse, fail to maintain, abandon or cancel any applied for, patented or registered SuperMedia IP owned by SuperMedia or any SuperMedia Subsidiary or any registered Dex IP owned by Dex or any Dex Subsidiary; (r) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of such Party or any of its Subsidiaries, other than pursuant to Section 6.17; (s) fail to maintain in full force and effect the material insurance policies covering such Party and its Subsidiaries and their respective properties, assets and business in a form and amount consistent with past practices; (t) open any material new offices or Coursera and/or Coursera Subsidiariesfacilities or relocate or close any material existing offices or facilities or implement any layoffs implicating the WARN Act, or file any application with any Governmental Entity to do any of the foregoing, except for openings, closings, relocations and layoffs in progress on the Original Agreement Date or planned on the Original Agreement Date and disclosed in Section 5.2(t) of the SuperMedia Disclosure Schedule or the Dex Disclosure Schedule, as applicable; (u) except as required by applicable Law, convene any regular or special meeting (or any adjournment thereof) of the stockholders of SuperMedia or Dex, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement SuperMedia Stockholder Meeting or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict withDex Stockholder Meeting, or enter into any Contract, understanding or arrangement with respect to the voting of capital stock of SuperMedia or Dex; (v) take any action that is intended or is reasonably likely to result in any of the conditions to the Mergers set forth in Article VII not being satisfied or in a violation of any provision of this Agreement; or (w) commit or default (with or without notice or lapse of time, or both) under, or give rise agree to a right of termination, cancellation or acceleration of take any obligation under or any other material right of the lenders actions contemplated by Sections 5.2(a) to (or their agents or trusteesv) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock;above.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier valid termination of this Agreement, except (i) Except as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy Disclosure Letter or the Coursera Disclosure Letter, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera shall permit any of their respective Subsidiaries toLegal Requirement, without the prior written consent of the Business First, MBI will not (and will cause each of its Subsidiaries not to): A. enter into any new material line of business or change its lending, investment, underwriting, risk and asset liability management and other party (such consent not material banking and operating policies in any material respect; B. open, close or relocate any branch office, or acquire or sell or agree to be unreasonably withheld, conditioned acquire or delayed) sell any branch office or (B) deposit liabilities; C. except with respect to clauses the exercise of outstanding options, issue, sell or otherwise permit to become outstanding, or dispose of or encumber or pledge, or authorize or propose the creation of, any additional shares of its common stock or permit new shares of its stock to become subject to new grants; D. issue, grant or accelerate the vesting of any option, restricted stock award, warrant, call, commitment, subscription, right to repurchase or agreement of any character related to the authorized or issued capital stock of MBI or MBL Bank, or any securities convertible its shares of such stock; E. except for regular quarterly dividends consistent with past practice in amount, which MBI shall make with respect to each fiscal quarter completed prior to the Closing Date, or with respect to the Pre-Closing Dividend, make, declare, pay or set aside for payment any dividend on or in respect of, or declare or make any distribution on any shares of its stock (iother than dividends from its wholly owned Subsidiaries to it or another of its wholly owned Subsidiaries) or directly or indirectly adjust, split, combine, redeem, reclassify, purchase of otherwise acquire, any shares of its stock (other than repurchases of common shares in the ordinary course of business to satisfy obligations under Employee Benefit Plans); F. sell, (k) and (l) belowtransfer, Udemy shall notmortgage, and shall not permit encumber or otherwise dispose of or discontinue any of its Subsidiaries toassets, without the prior written consent of Coursera (such consent not to be unreasonably withhelddeposits, conditioned business or delayed): (a) incurproperties, assumeexcept for sales, guarantee transfers, mortgages, encumbrances or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries dispositions or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred discontinuances in the ordinary course of business consistent with past practice and in a transaction that, together with other such transactions, is not for speculative purposesmaterial to MBI or MBL Bank, taken as a whole; G. acquire (viother than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary and usual course of business consistent with past practice) indebtedness incurred all or any portion of the assets, business, deposits or properties of any other Entity or enter into any other transaction, except in respect the ordinary course of letters business consistent with past practice and in a transaction that, together with other such transactions, is not material to it and its Subsidiaries, taken as a whole, and does not present a material risk that the Closing Date will be materially delayed or that the Requisite Regulatory Approvals will be more difficult to obtain; H. enter into, amend, renew or terminate any agreement of credit the type that is or would be required to be disclosed in Section 3.13A of the Schedules other similar arrangements than as contemplated by this Agreement, unless the agreement is to be performed in full prior to the Closing, except that employee welfare benefit plans which provide insurance benefits may be amended or renewed in the ordinary course of business consistent with past practice. I. amend its Constituent Documents or those of its Subsidiaries; J. implement or adopt any change in its accounting principles or policies, (vii) other than as may be required by GAAP or regulatory accounting principles; K. knowingly take or omit to take any action that is reasonably likely to result in any of the conditions to the Merger set forth in Sections 7.01 or 7.02 not being satisfied; L. incur or guarantee any indebtedness arising from customary cash management and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred borrowed money other than in the ordinary course of business consistent with past practice; M. except as set forth in Section 5.01M of the Schedules and except for pay increases in the ordinary course of business consistent with past practices to employees (including Executive Officers), make any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or pay or agree or orally promise to pay, conditionally or otherwise, any bonus, extra compensation, pension or severance or vacation pay, to or for the benefit of any of its directors, officers, employees or agents, or enter into any employment or consulting contract (other than in the ordinary course consistent with past practices or as contemplated by this Agreement) or other agreement with any director, officer or employee or adopt, amend in any material respect or terminate any pension, employee welfare, retirement, stock purchase, stock option, stock appreciation rights, termination, severance, income protection, golden parachute, savings or profit-sharing plan (including trust agreements and insurance contracts embodying such plans), any deferred compensation, or collective bargaining agreement, any group insurance contract or any other incentive, welfare or Employee Benefit Plan or agreement maintained by it for the benefit of its directors, employees or former employees, in each case except in the ordinary course of business and consistent with past practices, as contemplated by this Agreement and as may be required by Legal Requirements; ▇. ▇▇▇▇▇▇ any Proceeding involving the payment by it of monetary damages in excess of $50,000 in the aggregate or imposing a material restriction on the operations of MBI, Business First or any of their respective Subsidiaries; O. mortgage, pledge or subject to Lien any of its property, business or assets, corporeal or incorporeal, except (i) statutory liens not yet delinquent, (ii) landlord liens, (iii) minor defects and irregularities in title and encumbrances that do not materially impair the use thereof for the purpose for which they are held, and (viiiiv) Indebtedness pledges of Udemy and/or Udemy Subsidiaries assets to secure public funds deposits; P. sell, transfer, lease to others or Coursera and/or Coursera Subsidiariesotherwise dispose of any of its assets (except any sales of securities, as applicablesales of loans or sales or leases of property acquired by MBL Bank by foreclosure or otherwise, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); providedeach instance, in the case ordinary course of this clause (viii)business consistent with past practices) or cancel or compromise any debt or claim, or waive or release any right or claim of a value in excess of $100,000; Q. make any capital expenditures or capital additions or betterments in excess of an aggregate of $100,000; R. hire or employ any new employee with an annual salary exceeding $40,000, or hire or employ any Person for any newly created position, provided, however, that MBI shall be entitled to replace any employee whose employment is terminated prior to the Closing at a salary and with benefits comparable to the terminated employee; S. sell or dispose of, or otherwise divest itself of the ownership, possession, custody or control, of any corporate books or records of any nature that, in accordance with sound business practice, normally are retained for a period of time after their use, creation or receipt, except at the end of the normal retention period; T. materially change any method, practice or principle of accounting, except as may be required from time to time by GAAP (1without regard to any early adoption date) or any Governmental Authority; U. sell (other than for payment at maturity) or purchase any securities other than in the ordinary course of business with past practices; V. make, commit to make, renew, extend the maturity of, or alter any of the material terms and conditions of any such Indebtedness are customary Loan in excess of $2,000,000 without Business First’s consent, which consent Business First will be deemed to have given unless it objects to the Loan within three Business Days of receiving a notice from MBI identifying the proposed borrower, the loan amount, and reasonable market the material Loan terms; W. make, (2) such Indebtedness is prepayable commit to make any, renew, extend the maturity of, or redeemable at alter any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the executionmaterial terms of any Loan in excess of $100,000 to a borrower or to a known related interest of a borrower who has a loan with MBL Bank that is classified as “substandard”; X. enter into any acquisitions or leases of immovable property, delivery including new leases and lease extensions, excluding the acquisition of property acquired by MBL Bank by foreclosure or performance of this Agreement otherwise; or Y. enter into any contract, with respect to, or the consummation otherwise agree or commit to do, any of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock;foregoing.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier valid termination of this Agreement, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy Lakeland Disclosure Letter Schedule or the Coursera Provident Disclosure LetterSchedule, as applicable) expressly contemplated or (ii) permitted by this Agreement or as required by applicable Law law (but only following notice, to including the extent legally permissible, to the other partyPandemic Measures), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy Lakeland nor Coursera Provident shall, and neither Udemy Lakeland nor Coursera Provident shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) incur, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiariesfederal funds borrowings and Federal Home Loan Bank borrowings, as applicable, in each case with a maturity not in excess of six (6) months and (ii) guarantees by Udemy deposits or any direct or indirect wholly owned Udemy Subsidiary other customary banking products such as letters of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiarycredit, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred each case in the ordinary course of business consistent with past practice and not business, incur any indebtedness for speculative purposes, (vi) indebtedness incurred in respect of letters of credit or other similar arrangements in the ordinary course of business consistent with past practice, (vii) indebtedness arising from customary cash management and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty borrowed money (other than customary reference rate breakageindebtedness of Lakeland or any of its wholly-owned Subsidiaries to Lakeland or any of its wholly-owned Subsidiaries, on the one hand, or of Provident or any of its wholly-owned Subsidiaries to Provident or any of its wholly-owned Subsidiaries, on the other hand), (3) none of or assume, guarantee, endorse or otherwise as an accommodation become responsible for the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration obligations of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiaryindividual, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants corporation or other rights to acquire any debt securities (directly, contingently or otherwise)entity; (bi) adjust, split, combine or reclassify any capital stock; (ii) make, declare, pay or set a record date for any dividend, or any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (A) regular quarterly cash dividends by Lakeland at a rate not in excess of $0.145 per share of Lakeland Common Stock, (B) regular quarterly cash dividends by Provident at a rate not in excess of $0.24 per share of Provident Common Stock, (C) dividends paid by any of the Subsidiaries of each of Lakeland and Provident to Lakeland or Provident or any of their wholly-owned Subsidiaries, respectively, (D) regular distributions on outstanding trust preferred securities in accordance with their terms or (E) the acceptance of shares of Lakeland Common Stock or Provident Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any person any right to acquire any shares of capital stock or other equity or voting securities of Lakeland or Provident or any of their Subsidiaries, (A) in the case of Lakeland, except as set forth on Section 5.2(b)(iii) of the Lakeland Disclosure Schedule and (B) in the case of Provident, in the ordinary course consistent with past practices or except as set forth on Section 5.2(b)(iii) of the Provident Disclosure Schedule; or (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of Lakeland or Provident or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of Lakeland or Provident or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards in accordance with their terms; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties, deposits or assets or any business to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other person or the property, deposits or assets of any other person, in each case, other than a wholly-owned Subsidiary of Lakeland or Provident, as applicable; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any Lakeland Contract or Provident Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to Lakeland or Provident, or enter into any contract that would constitute a Lakeland Contract or Provident Contract, if it were in effect on the date of this Agreement; (f) in the case of Lakeland only, except as required under applicable law, the terms of any Lakeland Benefit Plan existing as of the date hereof or set forth on Section 5.2(f) of the Lakeland Disclosure Schedule, (i) enter into, establish, adopt, amend or terminate any Lakeland Benefit Plan, or any arrangement that would be a Lakeland Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice and as would not reasonably be expected to materially increase the cost of benefits under any such Lakeland Benefit Plan, (ii) increase the compensation or benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting of any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any Lakeland Benefit Plan, (vi) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Lakeland Benefit Plan that is required by applicable law to be funded or change the manner in which contributions to such plan are made or the basis on which such contributions are determined, except as may be required by generally accepted accounting principles, (vii) terminate the employment or services of any employee with an annual base salary equal to or in excess of $150,000, other than for cause, or (viii) hire or promote any employee with an annual base salary equal to or in excess of $150,000 (other than as a replacement hire or promotion on substantially similar terms of employment as the departed employee), or significantly change the responsibilities assigned to any such employee; (g) (i) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $500,000 individually or $2,000,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries, or (ii) in the case of Lakeland only, enter into any Specified Order; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger and the Holdco Merger, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its certificate of incorporation, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding or BOLI portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, other than in the ordinary course of business consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable law, regulation or policies imposed by any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; or (o) agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 5.2.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier valid termination of this AgreementTime, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy Pinnacle Disclosure Letter Schedule or the Coursera IFC Disclosure LetterSchedule, as applicable) the case may be, and, except as expressly contemplated or (ii) as required permitted by applicable Law (but only following notice, to this Agreement or the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) belowOption Agreements, neither Udemy 23 Pinnacle nor Coursera IFC shall, and neither Udemy Pinnacle nor Coursera IFC shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed): other: (a) incur, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice and not for speculative purposes, (vi) indebtedness incurred in respect of letters of credit or other similar arrangements in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money (viiother than short-term indebtedness incurred to refinance short-term indebtedness and indebtedness of Pinnacle or any of its Subsidiaries to Pinnacle or any of its Subsidiaries, on the one hand, or of IFC or any of its Subsidiaries to IFC or any of its Subsidiaries, on the other hand), assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, or make any loan or advance (it being understood and agreed that incurrence of indebtedness in the ordinary course of business shall include, without limitation, the creation of deposit liabilities, purchases of Federal funds, sales of certificates of deposit and entering into repurchase agreements); (b) (i) adjust, split, combine or reclassify any capital stock; (ii) make, declare or pay any dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock (except, (A) in the case of Pinnacle, for regular quarterly cash dividends on Pinnacle Common Stock at a rate not in excess of $0.25 per share of Pinnacle Common Stock, (B) in the case of IFC, for regular quarterly cash dividends on IFC Common Stock at a rate not in excess of $0.21 per share of IFC Common Stock, (C) for dividends paid by any of the Subsidiaries of each of Pinnacle and IFC to Pinnacle or IFC or any of their Subsidiaries, respectively, and (D) for dividends paid in the ordinary course of business by any subsidiaries (whether or not wholly owned) of each of Pinnacle and IFC), (iii) grant any stock appreciation rights or grant any individual, corporation or other entity any right to acquire any shares of its capital stock (and no further or additional options to purchase stock shall be granted pursuant to the Pinnacle Stock Plans or the IFC Stock Plans, except as otherwise agreed in writing by Pinnacle and IFC) or (iv) issue any additional shares of capital stock except pursuant to (A) the exercise of stock options or warrants outstanding as of the date hereof, (B) the Option Agreements, or (C) as permitted unless clause (iii) above; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any individual, corporation or other entity other than a Subsidiary, or cancel, release or assign any indebtedness arising from customary cash management and treasury services and to any such person or any claims held by any such person, except in the honoring ordinary course of checksbusiness consistent with past practice or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for transactions in the ordinary course of business consistent with past practice or pursuant to contracts or agreements in force at the date of this Agreement, drafts make any material investment either by purchase of stock or similar instruments against insufficient funds securities, contributions to capital, property transfers, or from the endorsement purchase of instruments any property or assets of any other individual, corporation or other entity other than a Subsidiary thereof; (e) except for collection, in each case incurred transactions in the ordinary course of business consistent with past practice, enter into or terminate any material contract or agreement, or make any change in any of its material leases or contracts, other than renewals of contracts and leases without material adverse changes of terms; (viiif) Indebtedness increase in any manner the compensation or fringe benefits of Udemy and/or Udemy Subsidiaries any of its employees or Coursera and/or Coursera Subsidiariespay any pension or retirement allowance not required by any existing plan or agreement to any such employees or become a party to, as applicableamend or commit itself to any pension, in an aggregate principal amount not to exceed $5.0 million at retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, employee other than in the case ordinary course of this clause (viii), that (1) business consistent with past practice or accelerate the material terms and conditions vesting of any such Indebtedness are customary and reasonable market termsstock options or other stock-based compensation; (g) solicit, (2) such Indebtedness is prepayable encourage or redeemable at authorize or permit any time (subject individual, corporation or other entity to customary notice requirements) without premium solicit from any third party any inquiries or penalty (other than customary reference rate breakage), (3) none proposals relating to the disposition of the execution, delivery its business or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict withassets, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock;24

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier valid termination of this Agreement(a) Seller covenants and agrees that, except as (iw) as expressly contemplated by this Agreement (including as set forth in Section 5.2 5.1(a) of the Udemy Seller Disclosure Letter or the Coursera Disclosure Letter, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party)Schedule, (Ax) with respect to each of the following clauses, other than clauses Purchaser may otherwise consent (i), (k) and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera which consent shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), (y) expressly permitted by this Agreement, or (z) required by applicable Laws, Governmental Orders or Self-Regulatory Organization Orders, from the date of this Agreement until the Closing, it will cause the Company and the Company’s Subsidiaries to (I) conduct their respective businesses in the ordinary and usual course, (II) use their respective commercially reasonable efforts to preserve their respective business organizations intact, (III) use their respective commercially reasonable efforts to maintain their respective Governmental Authorizations and Self-Regulatory Organization Authorizations and existing relations with their respective customers, suppliers, creditors, employees and independent contractors, and (IV) maintain their respective books and records in the ordinary course. Without limiting the generality of the foregoing, from the date of this Agreement until the Closing, except as (A) set forth in Section 5.1(a) of the Seller Disclosure Schedule, (B) with respect to clauses Purchaser may otherwise consent, (C) expressly permitted by this Agreement, or (D) required by applicable Laws, Governmental Orders or Self-Regulatory Organization Orders, Seller will cause each of the Company and the Company’s Subsidiaries not to: (i) adopt or propose any change in its Organizational Documents; (ii) merge or consolidate itself with any other Person, or restructure, reorganize or completely or partially liquidate itself; (iii) issue, sell, pledge, dispose of, grant, transfer or encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer or encumbrance of, (x) any shares of its capital stock (other than the issuance of shares of capital stock by a wholly owned Subsidiary of the Company to the Company or to another wholly owned Subsidiary of the Company), (ky) and (l) below, Udemy shall not, and shall not permit any securities convertible into or exchangeable or exercisable for any shares of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed): (a) incur, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice and not for speculative purposes, (vi) indebtedness incurred in respect of letters of credit or other similar arrangements in the ordinary course of business consistent with past practice, (vii) indebtedness arising from customary cash management and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict withcapital stock, or result in (z) any violation of or default (with or without notice or lapse of timeoptions, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities shares of its capital stock or such convertible, exchangeable or exercisable securities; (directlyiv) declare, contingently set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to its capital stock (except for dividends or other distributions paid by any direct or indirect wholly owned Subsidiary of the Company to the Company or to any other direct or indirect wholly owned Subsidiary of the Company); (v) incur any Indebtedness or guarantee such Indebtedness of another Person (other than the Company or any of its wholly owned Subsidiaries), or issue or sell any debt securities or warrants or other rights to acquire its debt security, except in each case for any short-term indebtedness; (vi) make any loans or advances or capital contributions to, or investments in, any other Person (other than (x) loans or advances or capital contributions to the Company or any direct or indirect wholly owned Subsidiary of the Company, (y) loans to the Company’s or any of its Subsidiaries’ newly recruited financial advisors and (z) any margin loans or stock loans activities of the Company or any of its Subsidiaries) in excess of $1 million in the aggregate; (vii) create or incur any material Lien (other than Permitted Liens) on its properties or assets (or, in the case of an involuntary Lien (other than Permitted Liens) of which Seller has knowledge, fail to initiate actions to have such Lien removed as promptly as practicable); (viii) acquire any business or assets from any other Person, other than (x) acquisition of such business or assets for consideration that is individually not in excess of $500,000, or in the aggregate, not in excess of $1 million, during any twelve (12) month period, (y) acquisition of securities in the Company Ordinary Course of Business in connection with the fixed income operation and stock loans business of the Company or any of its Subsidiaries, and (z) acquisitions by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted; (ix) except as set forth in the capital budgets set forth in Section 5.1(a)(ix) of the Seller Disclosure Schedule, make or authorize any capital expenditure in excess of $1 million in the aggregate during any twelve (12)-month period; (x) transfer, sell, lease, license, surrender, divest, cancel, abandon or allow to lapse or expire or otherwise dispose of any of its material assets (including material Company Owned Intellectual Property and capital stock of any of its Subsidiaries) or material product lines or businesses, except for sales or other dispositions of, abandonment of, cancellations of and letting lapse or expire obsolete assets and except for sales, leases, licenses or other dispositions of assets with a fair market value not in excess of $1 million in the aggregate; (xi) enter into, amend, modify, renew, extend or terminate any Company Material Contract or any Company Lease in any material respect, or cancel, modify or waive any material debts or claims or waive any material rights held by it thereunder, except for such entry into, amendment, modification, renewal, extension, termination, cancellation or waiver (A) under any Company Material Contract or any Company Lease resulting in, or obligating the Company or any of its Subsidiaries to make, payments by the Company or any of its Subsidiaries of no more than $50,000 individually or $250,000 in the aggregate and (B) that would not create any binding obligation on the Company or any of its Subsidiaries to any third party for more than twelve (12) months after the Closing Date; provided, however, that Purchaser agrees that it shall discuss in good faith with Seller as promptly as practicable after the date hereof any proposed entry into, amendment, modification, renewal, extension or termination of any Company Material Contract or any Company Lease set forth in Section 5.1(a)(xi) of the Seller Disclosure Schedule, and in the event no solution reasonably acceptable to both Purchaser and Seller with respect to such proposed entry into, amendment, modification, renewal, extension or termination has been reached within thirty (30) days after the commencement of such discussions, Seller shall not (and shall cause the Company and its Subsidiaries not to) enter into, amend, modify, renew, extend or terminate any Contract set forth in Section 5.1(a)(xi) of the Seller Disclosure Schedule without Purchaser’s consent (which consent shall not be unreasonably withheld, conditioned or delayed); (xii) except as otherwise required in connection with a Final Tax Determination of any Pending Federal Tax Matter (which exception shall apply only to the extent that any action to be taken by Seller or Parent in reliance thereon would have no effect on the Company, any of its Subsidiaries or Purchaser for any Post-Closing Tax Period), make, change or revoke any material Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, amend any Tax Return, agree to an extension of the statute of limitations with respect to the assessment or collection of Taxes, make or surrender any claim for a material refund of Taxes, or settle or compromise any Tax liability (and neither Parent nor Seller shall take any of the foregoing actions with respect to any consolidated, combined, unitary or affiliated group of which the Company or any Subsidiary is a member), in each case, if such action would have the effect of increasing a Tax liability or reducing a Tax Asset (including, for the avoidance of doubt, a deferred Tax liability or deferred Tax Asset, as the case may be) of the Company or any of its Subsidiaries, in each case, by an amount that is material; (xiii) make any changes with respect to its financial or regulatory accounting principles or procedures (other than to the extent required by applicable Law or changes in GAAP or applicable regulatory accounting requirements); (xiv) settle or compromise any Action, other than as does not involve either (i) the admission of wrongdoing, the institution of mandated new procedures or other business conduct or the imposition of equitable or similar relief or (ii) payments in excess of $1.5 million with respect to any individual Action and $2.5 million in the aggregate, each during any twelve (12)-month period; (xv) except (w) as contemplated by this Agreement or the Transition Services Agreement, (x) as required under the Benefit Plans in effect as of the date of this Agreement, (y) as set forth in Section 5.1(a)(xv) of the Seller Disclosure Schedule, or (z) as required by applicable Law, (A) grant, pay or provide for any severance, change of control or termination payments or benefits to any of its directors, officers or employees (other than inclusion in the rank-and-file severance plan of newly hired non-officer employees), (B) increase the salary, bonus, bonus opportunity, pension, welfare or severance benefits of any of its directors, officers or employees, except for (1) increases in annualized base salary or hourly wage rate of no more than 5% of such employee’s annualized base salary or hourly wage rate as in effect on the date hereof and (2) increases in short-term incentive opportunities attributable solely to such increases in annualized base salary or hourly wage rate (provided, however, that changes to the annualized total compensation of any employee shall be permitted to exceed 5% of such employee’s annual base salary or hourly wage rate in the event that such employee is replacing a departing incumbent employee, but only to the extent that the amount of each element of compensation for such employee does not exceed the corresponding amount of each element of compensation of the departing incumbent employee), or (C) establish, adopt, enter into, amend or terminate any Company Benefit Plan (or any plan, agreement or arrangement that would be a Company Benefit Plan if in effect as of the date hereof) or amend the terms of any outstanding equity-based awards, except as required by applicable Law, as required by the Benefit Plans in effect as of the date hereof, or to effectuate any change allowed under this Section 5.1(a)(xv); (xvi) (A) transfer Company Employees from the Company or any of its Subsidiaries to other operations of Seller or its Affiliates or transfer employees of Seller or its Affiliates (other than the Company and its Subsidiaries) to the Company or any of its Subsidiaries from Seller’s or its Affiliates’ other operations or (B) solicit any Company Employee for employment, offer employment to any Company Employee or induce any Company Employee to seek employment (currently or in the future) with Seller’s or its Affiliates’ other operations, including by allowing a Company Employee to “post” on any internal job boards; (xvii) manage payables, receivables (including Intercompany Payables and Intercompany Receivables), current assets, current liabilities or working capital in any manner other than in the Company Ordinary Course of Business, except for those matters in connection with any settlement or compromise of any Action permitted by Section 5.1(a)(xiv); (xviii) enter into any new line of business outside of its existing business segments; (xix) fail to use reasonable best efforts to maintain insurance coverage substantially similar in all material respects to the insurance coverage maintained by the Company and its Subsidiaries as of the date hereof; or (xx) propose to, authorize or enter into any agreement or otherwise make any commitment to do any of the foregoing. (b) adjustFrom the date of this Agreement until the Closing, splitexcept as (A) set forth in Section 5.1(b) of the Seller Disclosure Schedule, combine (B) Purchaser may otherwise consent, (C) expressly permitted by this Agreement, or reclassify (D) required by applicable Laws, Governmental Orders or Self-Regulatory Organization Orders, Parent will not and will cause its Subsidiaries not to: (i) materially increase the allocation of floor space or other charges to the Company and its Subsidiaries in respect of any capital stockoffice that the Company or any of its Subsidiaries shares with Parent or any of its Affiliates (other than the Company and its Subsidiaries) (a “Shared Office”), or use any location as a Shared Office that is not a Shared Office as of the date hereof; (ii) enter into, amend, modify, renew, extend or terminate any lease relating to the Company Leased Real Property or any Shared Office in any material respect; provided, however, that Parent or the Company or any of the Company’s Subsidiaries may extend a lease for a Shared Office to which none of the Company or its Subsidiaries is the tenant or guarantor, so long as the Company and its Subsidiaries are not liable for any allocation or other charges beyond the termination date of such lease prior to its extension; or (iii) other than in the Company Ordinary Course of Business, call or otherwise rescind any loan to any of the Company’s or its Subsidiaries’ financial advisors except as may be required by the terms of such loans in the event of non-payment by such financial advisor. (c) Purchaser shall not knowingly take or permit any of its Affiliates to take or omit to take or permit any of its Affiliates to omit to take any action (i) that would, or is reasonably likely to, prevent or materially delay the consummation of, or materially impair Purchaser’s ability to consummate, the transactions contemplated by this Agreement or the Transition Services Agreement, or (ii) that is intended or is reasonably likely to result in any of the conditions set forth in Article VII not being satisfied, except, in each case, as may be required by applicable Law, Governmental Order or Self-Regulatory Organization Order.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier valid termination of this Agreement, except (i) as expressly contemplated or expressly permitted by this Agreement (including as set forth in Section 5.2 of the Udemy Hexcel Disclosure Letter Schedule or the Coursera ▇▇▇▇▇▇▇▇ Disclosure Letter, as applicableSchedule) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy Hexcel nor Coursera ▇▇▇▇▇▇▇▇ shall, and neither Udemy Hexcel nor Coursera ▇▇▇▇▇▇▇▇ shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) incur, assume, guarantee or become liable for any Indebtednessindebtedness for borrowed money, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicableindebtedness, (ii) borrowings in the ordinary course under any revolving credit facility, settlement facility, commercial paper program, corporate credit facility or other line of credit, in each case existing on the date of this Agreement up to the amount committed thereunder on the date of this Agreement (or any amendment or replacement thereof, in each case, so long as the amount of borrowings under such amended or replaced facility or program is not greater than the committed amount of such facility or program on the date of this Agreement and the amendment or replacement contains customary commercial terms consistent in all material respects with the existing facility, and that such facility or program does not delay or impair the ability of the applicable party from consummating the transactions contemplated hereby and is prepayable without additional interest or penalty), (iii) guarantees by Udemy Hexcel or any direct or indirect wholly owned Udemy Hexcel Subsidiary of Indebtedness indebtedness of Udemy Hexcel or any other direct or indirect wholly owned Udemy Hexcel Subsidiary, (iiiiv) guarantees by Coursera ▇▇▇▇▇▇▇▇ or any direct or indirect wholly owned Coursera ▇▇▇▇▇▇▇▇ Subsidiary of Indebtedness indebtedness of Coursera ▇▇▇▇▇▇▇▇ or any other direct or indirect wholly owned Coursera ▇▇▇▇▇▇▇▇ Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness any indebtedness incurred to refinance, roll-over, replace or renew any indebtedness existing on the date of Udemy and/or Udemy Subsidiaries this Agreement, so long as, in each case, (1) the principal amount of such refinancing, roll-over, replacement or Coursera and/or Coursera Subsidiaries, as applicable, renewed indebtedness is not greater than the principal amount of the type described indebtedness being refinanced, rolled-over, replaced or renewed (plus accrued interest, and a reasonable amount of premium, fees and expenses incurred in clause connection with such refinancing) and (i2) such indebtedness is on customary commercial terms consistent in all material respects with the indebtedness being refinanced, rolled-over, replaced or renewed, including that such facility or program does not delay or impair the ability of the definition of Indebtedness incurred in applicable party from consummating the ordinary course of business consistent with past practice transactions contemplated hereby and not for speculative purposesis prepayable without additional interest or penalty, (vi) indebtedness incurred in respect of letters of credit credit, performance bonds, surety bonds, appeal bonds or other similar arrangements in the ordinary course of business consistent with past practicecourse, (vii) capital lease, purchase money or equipment financing arrangements entered into in the ordinary course of business, (viii) indebtedness arising from customary cash management and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred case, in the ordinary course of business business, (ix) interest, exchange rate and commodity swaps, options, futures, forward contracts and similar derivatives or other hedging contracts (1) not entered for speculative purposes and (2) entered into in the ordinary course consistent with past practice, practice and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries in compliance with its risk management and hedging policies or Coursera and/or Coursera Subsidiaries, as applicable, practices in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in effect on the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance date of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4x) such Indebtedness is not comprised other indebtedness incurred by mutual agreement of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise)Hexcel and ▇▇▇▇▇▇▇▇ in accordance with Section 6.17; (b) (i) adjust, split, combine or reclassify any capital stock;

Forbearances. During Except as set forth on Schedule 5.2, as otherwise contemplated or permitted by this Agreement (including the Disclosure Schedules) and the Option Agreements or as referred to in any Star Reports or Firstar Reports publicly filed with the SEC prior to the date hereof, during the period from the date of this Agreement to the Effective Time or earlier valid termination of this AgreementTime, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy Disclosure Letter or the Coursera Disclosure Letter, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) Firstar shall not and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera shall not permit any of their respective its Subsidiaries to, without the prior written consent of the other party Star (such which consent shall not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy Star shall not, not and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera Firstar (such which consent shall not to be unreasonably withheld, conditioned or delayed): (a) incurdeclare, assumeset aside or pay any dividends or other distributions, guarantee directly or become liable indirectly, in respect of its capital stock (other than dividends from a wholly owned Subsidiary of such party to such party or another wholly owned Subsidiary of such party), except that (i) Star may pay quarterly cash dividends on Star Common Stock in an amount not to exceed the rate payable on such Star Common Stock as of the date hereof, and (ii) Firstar may pay quarterly cash dividends on Firstar Common Stock in an amount not to exceed the rate payable on such Firstar Common Stock as of the date hereof (together with any rate increase consistent with past practice); or (b) except as disclosed on such party's Disclosure Schedule, enter into or amend any employment, severance or similar agreement or arrangement with any director or officer or employee or collective bargaining agreement, or materially modify any of its Benefit Plans or grant any salary or wage increase or materially increase any employee benefit (including incentive or bonus payments), except normal individual increases in compensation to employees consistent with past practice or (ii) as required by law or contract; or (c) authorize, recommend, propose, or announce an intention to authorize, so recommend or propose, or enter into an agreement in principle with respect to, any merger, consolidation or business combination, any acquisition or disposition of a material amount of assets, including mortgage servicing rights, loans or securities as well as any release or relinquishment of any material contract rights (except in the usual course of business consistent with past practices) provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving existing Subsidiaries; or (d) except for transactions in the ordinary course of business consistent with past practice, enter into or terminate any Indebtednessmaterial contract or agreement, or make any change in any of its material leases or contracts, other than renewals of contracts and leases without material adverse changes of terms; or (e) settle any material claim, action or proceeding involving money damages, except in the ordinary course of business consistent with past practice; or (f) propose or adopt any amendments to its articles of incorporation, association or other charter document or bylaws or code of regulations; or (g) issue, sell, grant, confer or award any of its Equity Securities or any debt securities having the right to vote on matters on which stockholders may vote or purchase, redeem, retire, repurchase, or exchange, or otherwise acquire or dispose of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise (except for (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries shares of Firstar Common Stock or Coursera and/or wholly owned Coursera SubsidiariesStar Common Stock, as applicable, issued upon exercise of Firstar Stock Options or Star Stock Options, respectively, outstanding on the date of this Agreement or issued in accordance with this paragraph (g), (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiarypursuant to the Option Agreements, (iii) guarantees by Coursera or any direct or indirect wholly such transactions between a wholly-owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiaryand its parent, (iv) other Indebtedness incurred by mutual written agreement of Udemy in accordance with the Firstar and CourseraStar Stock Plans consistent with past practice, (v) Indebtedness as agent for stockholders reinvesting dividends pursuant to a dividend reinvestment plan in accordance with the terms thereof as in effect on the date of Udemy and/or Udemy this Agreement, (vi) for the acquisition of Trust Account Shares and DPC Shares, (vii) with respect to Firstar, any repurchases of Firstar Common Stock to maintain a pool of up to 500,000 shares in the form of treasury shares for the purpose of reissuing upon the exercise of Firstar Stock Options, or (viii) in the ordinary course of business consistent with past practice (such party agreeing to promptly notify the other party of any such transactions)) or effect any stock split or adjust, combine, reclassify or otherwise change its equity capitalization as it existed on the date of this Agreement; or (h) solicit, encourage or authorize any individual, corporation or other entity to solicit or encourage from any third party any inquiries or proposals relating to the disposition of its business or assets, or the acquisition of its voting securities, or the merger of it or any of its Subsidiaries with any corporation or Coursera and/or Coursera Subsidiaries, other entity other than as applicable, provided by this Agreement (and each party shall promptly notify the other of all of the type described in clause relevant details relating to all inquiries and proposals which it may receive relating to any of such matters); or (i) take any action that would (i) materially adversely affect, impede or delay the consummation of the definition transactions contemplated by this Agreement and the Option Agreements or the ability of Indebtedness incurred Star or Firstar to obtain any approval of any Regulatory Authority required for the transactions contemplated by this Agreement and the Option Agreements or to perform its covenants and agreements under this Agreement and the Option Agreements, (ii) prevent the First Step Merger or the Second Step Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code or (iii) prevent the transactions contemplated hereby from qualifying as a "pooling of interests" for accounting and financial reporting purposes; or (j) other than in the ordinary course of business consistent with past practice and not other than indebtedness of up to $800 million incurred by Firstar and its Subsidiaries to fund Firstar's purchase from Cargill Corporation of Cargill Leasing and to redeem Firstar's $100 million aggregate principal amount of 7.15% Notes due September 1, 2000, and indebtedness of up to $100 million under Firstar's bank facilities for speculative purposes, liquidity purposes incur any indebtedness for borrowed money (vi) other than short-term indebtedness incurred in respect to refinance short-term indebtedness and indebtedness of letters Star or any of credit its wholly-owned Subsidiaries to Star or any of its wholly-owned Subsidiaries, on the one hand, or of Firstar or any of its wholly-owned Subsidiaries to Firstar or any of its wholly-owned Subsidiaries, on the other hand), assume, guarantee, endorse or otherwise as an accommodation become responsible or liable for the obligations of any other individual, corporation or other similar arrangements entity (it being understood and agreed that incurrence of indebtedness in the ordinary course of business consistent with past practiceshall include, without limitation, the creation of deposit liabilities, purchases of Federal funds, sales of certificates of deposit and entering into repurchase agreements); or (viik) indebtedness arising from customary cash management implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP or regulatory guidelines; or (l) other than the sale of up to $250 million of treasury securities by Firstar and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera its Subsidiaries, materially restructure or materially change its investment securities portfolio, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported as applicableof the date of the Agreement; or (m) except as required by applicable law or regulation, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); providedimplement or adopt, any material change in the case of this clause (viii)its interest rate and other risk management policies, that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market termsprocedures or practices, (2ii) such Indebtedness is prepayable fail to follow in any material respect its existing policies or redeemable at practices with respect to managing its exposure to interest rate and other risk or (iii) fail to use commercially reasonable means to avoid any time material increase in its aggregate exposure to interest rate risk; or (subject to customary notice requirementsn) without premium take any action or penalty (other than customary reference rate breakage), (3) none make any determination the effect of the execution, delivery or performance of this Agreement or the consummation of which would result in the transactions contemplated hereby by this Agreement constituting or being deemed to be consummated a "Change in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right Control" within the meaning of the lenders Firstar Supplemental Retirement Plan for Key Executives and the Firstar Corporation Pension Plan; or (o) agree in writing or their agents or trustees) under or otherwise to take any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock;foregoing actions.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier valid termination of this Agreement, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy First Midwest Disclosure Letter Schedule or the Coursera Old National Disclosure LetterSchedule, as applicable) expressly contemplated or (ii) permitted by this Agreement or as required by applicable Law law (but only following notice, to including the extent legally permissible, to the other partyPandemic Measures), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy First Midwest nor Coursera Old National shall, and neither Udemy First Midwest nor Coursera Old National shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) incur, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiariesfederal funds borrowings and Federal Home Loan Bank borrowings, as applicable, in each case with a maturity not in excess of six (6) months and (ii) guarantees by Udemy deposits or any direct or indirect wholly owned Udemy Subsidiary other customary banking products such as letters of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiarycredit, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred each case in the ordinary course of business consistent with past practice and not business, incur any indebtedness for speculative purposes, (vi) indebtedness incurred in respect of letters of credit or other similar arrangements in the ordinary course of business consistent with past practice, (vii) indebtedness arising from customary cash management and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty borrowed money (other than customary reference rate breakageindebtedness of First Midwest or any of its wholly-owned Subsidiaries to First Midwest or any of its wholly-owned Subsidiaries, on the one hand, or of Old National or any of its wholly-owned Subsidiaries to Old National or any of its wholly-owned Subsidiaries, on the other hand), (3) none of or assume, guarantee, endorse or otherwise as an accommodation become responsible for the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration obligations of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiaryindividual, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants corporation or other rights to acquire any debt securities (directly, contingently or otherwise)entity; (bi) adjust, split, combine or reclassify any capital stock; (ii) make, declare, pay or set a record date for any dividend, or any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (A) regular quarterly cash dividends by First Midwest at a rate not in excess of $0.14 per share of First Midwest Common Stock, (B) regular quarterly cash dividends by Old National at a rate not in excess of $0.14 per share of Old National Common Stock, (C) dividends paid by any of the Subsidiaries of each of First Midwest and Old National to First Midwest or Old National or any of their wholly-owned Subsidiaries, respectively, (D) in the case of First Midwest, dividends provided for and paid on shares of First Midwest Series A Preferred Stock and First Midwest Series C Preferred Stock in accordance with the terms of such First Midwest Series A Preferred Stock and First Midwest Series C Preferred Stock, respectively, (E) regular distributions on outstanding trust preferred securities in accordance with their terms or (F) the acceptance of shares of First Midwest Common Stock or Old National Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any person any right to acquire any shares of capital stock or other equity or voting securities of First Midwest or Old National or any of their respective Subsidiaries; or (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of First Midwest or Old National or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of First Midwest or Old National or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards in accordance with their terms; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of this Agreement;

Forbearances. During Except as set forth in Section 5.2 of the Subject Company Disclosure Schedule or Section 5.2 of the Parent Disclosure Schedule, as the case may be, during the period from the date of this Agreement to the Effective Time or earlier valid termination of this Agreementand, except (i) as expressly contemplated or permitted by this Agreement (including as set forth in Section 5.2 of the Udemy Disclosure Letter or the Coursera Disclosure Letter, as applicable) Option Agreements or (ii) as required by applicable Law (but only following noticelaw, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) belowrule or regulation, neither Udemy Parent nor Coursera Subject Company shall, and neither Udemy Parent nor Coursera Subject Company shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed):other: (a) incuradjust, assumesplit, guarantee combine or become liable reclassify any capital stock; make, declare or pay any dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any Indebtednessshares of its capital stock, or grant any stock appreciation rights or grant any individual, corporation or other than entity any right to acquire any shares of its capital stock (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiariesexcept for regular quarterly cash dividends on Subject Company Common Stock and on Parent Common Stock at a rate equal to the rates recently paid by each of Subject Company and Parent, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiariesthe case may be, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred such rates may be increased by either party in the ordinary course of business consistent with past practice and, in the case of Subject Company Preferred Stock and not Parent Preferred Stock, for speculative purposesregular quarterly or semiannual cash dividends thereon at the rates set forth in the applicable certificate of incorporation or certificate of designation for such securities and except for dividends paid by any of the wholly owned Subsidiaries of each of Parent and Subject Company to Parent or Subject Company or any of their wholly owned Subsidiaries, respectively, and except for the issuance of employee stock options and restricted stock consistent with past practices); or issue any additional shares of capital stock except pursuant to (A) the exercise of stock options, PSPRs or risk event warrants outstanding as of the date hereof, (viB) indebtedness incurred in respect the vesting of letters Performance Units outstanding as of credit the date hereof pursuant to Subject Company Stock Option Plans, (C) the conversion of shares of Parent Series ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (▇) the Subject Company Rights Agreement, (E) the Parent Rights Agreement, (F) the FirsTier Acquisition, (G) the Option Agreements and (H) acquisitions and investments permitted by paragraph (c) hereof; (b) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any individual, corporation or other similar arrangements entity other than a direct or indirect wholly owned Subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, in each case that is material to such party, except (i) in the ordinary course of business consistent with past practice, (viiii) indebtedness arising from customary cash management and treasury services and pursuant to contracts or agreements in force at the honoring date of checks, drafts this Agreement or similar instruments against insufficient funds or from (iii) pursuant to plans disclosed in writing prior to the endorsement execution of instruments this Agreement to the other party; (c) except for collection, in each case incurred (i) transactions in the ordinary course of business consistent with past practice, and or (viiiii) Indebtedness acquisitions of Udemy and/or Udemy Subsidiaries an entity or Coursera and/or Coursera Subsidiariesbusiness having assets not exceeding 10% of the consolidated assets of Subject Company or Parent, as applicable, on a pro forma basis giving effect to such transaction, make any material acquisition or investment either by purchase of stock or securities, merger or consolidation, contributions to capital, property transfers, or purchases of any property or assets of any other individual, corporation or other entity other than a wholly owned Subsidiary thereof; (d) except for transactions in the ordinary course of business consistent with past practice, enter into or terminate any contract or agreement, or make any change in any of its leases or contracts, in each case that is material to such party, other than renewals of contracts and leases without materially adverse changes of terms thereof; (e) other than (i) in the ordinary course of business consistent with past practice, or (ii) in an aggregate principal amount not to exceed exceeding $5.0 million at 10 million, increase in any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in material respect the case of this clause (viii), that (1) the material terms and conditions compensation or fringe benefits of any of its employees or pay any pension or retirement allowance not required by any existing plan or agreement to any such Indebtedness are customary and reasonable market termsemployees or become a party to, (2) such Indebtedness is prepayable amend or redeemable at commit itself to any time (subject to customary notice requirements) without premium material pension, retirement, profit-sharing or penalty (other than customary reference rate breakage), (3) none of the execution, delivery welfare benefit plan or performance of this Agreement agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (employment agreement with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration for the benefit of any obligation under employee or any other material right of accelerate the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation vesting of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants stock options or other rights to acquire any debt securities (directly, contingently or otherwise)stock-based compensation; (bf) adjustauthorize or permit any of its officers, splitdirectors, combine employees or reclassify agents to directly or indirectly solicit, initiate or encourage any capital stock;inquiries relating to, or the making of any proposal which constitutes, a Takeover Proposal (as defined below), or recommend or endorse any Takeover Proposal, or participate in any discussions or negotiations, or provide third parties with any nonpublic information, relating to any such inquiry or proposal or otherwise facilitate any effort or attempt to make or

Forbearances. During the period from the date of this Agreement to the earlier of the Effective Time or earlier valid the termination of this Agreement, and except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 7.2 of the Udemy Bank Disclosure Letter or Schedule, the Coursera Disclosure Letter, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy Bank shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera Sterling (such consent not and the Bank shall provide Sterling with prompt notice of any events referred to be unreasonably withheld, conditioned or delayedin this Section 7.2 occurring after the date hereof): (a) incurother than in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money (other than short-term indebtedness incurred to refinance short-term indebtedness and indebtedness of the Bank or any of its Subsidiaries to the Bank or any of its Subsidiaries; it being understood and agreed that incurrence of indebtedness in the ordinary course of business shall include, without limitation, the creation of deposit liabilities, purchases of federal funds, and sales of certificates of deposit), assume, guarantee guarantee, endorse or otherwise as an accommodation become liable responsible for the obligations of any Indebtednessother Person, or make any loan or advance other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice and not for speculative purposes, (vi) indebtedness incurred in respect of letters of credit or other similar arrangements in the ordinary course of business consistent with past practice, (vii) indebtedness arising from customary cash management and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise)prudent banking practices; (b) adjust, split, combine or reclassify any capital stock; make, declare or pay any dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock; grant any stock options or stock awards, or grant any Person any right to acquire any shares of its capital stock; or issue any additional shares of capital stock (except upon exercise and conversion of Bank Options, as provided in Section 3.3 and Section 8.6), or any securities or obligations convertible into or exchangeable for any shares of its capital stock; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any Person, or cancel, release or assign any indebtedness to such Person or any claims held by any such Person, except in the ordinary course of business consistent with past practice and prudent banking practices or pursuant to contracts or agreements in force at the date of this Agreement; (d) make any material investment (other than trades in investment securities in the ordinary course) either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets of any other Person; (e) enter into, terminate or fail to exercise any material right under, any contract or agreement involving annual payments in excess of $10,000 and which cannot be terminated without penalty upon 30 days’ notice, or make any change in, or extension of (other than automatic extensions) any of its leases or contracts involving annual payments in excess of $10,000 and which cannot be terminated without penalty upon 30 days’ notice; (f) make, renegotiate, renew, increase, extend or purchase any (i) loan, lease (credit equivalent), advance, credit enhancement or other extension of credit, except (A) in conformity with existing lending practices of the Bank in amounts not to exceed $1,000,000 to any individual borrower, (B) loans or advances as to which the Bank or any Subsidiary has a legally binding obligation to make such loan or advances as of the date hereof and (C) loans fully secured by a certificate of deposit at the Bank; provided, however, that the Bank and its Subsidiaries may not make, renegotiate, renew, increase, extend or purchase any loan that is underwritten based on no verification of income or loans commonly known or referred to as “no documentation loans,” or (ii) loans, advances or commitments to directors, officers or other affiliated parties of the Bank or any of its subsidiaries; (g) modify the terms of any Bank Benefit Plan (including any severance pay plan) or increase or modify in any manner the compensation or fringe benefits of any of its Employees (including, without limitation, entering into any commitment to pay any “stay bonuses” or similar benefits) or pay any pension or retirement allowance not required by any existing plan or agreement to any such Employees, or become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any Employee other than routine adjustments in compensation and fringe benefits in the ordinary course of business consistent with past practice or accelerate the vesting of any stock options or other stock-based compensation; provided, that the Bank may pay accrued bonuses in an amount not to exceed $20,000 prior to the Closing; (h) settle any claim, action or proceeding involving the payment of money damages in excess of $10,000; (i) amend its articles of association or its bylaws; (j) fail to maintain its Regulatory Agreements, material Authorizations or to file in a timely fashion all federal, state, local and foreign Tax Returns; (k) make any capital expenditures of more than $10,000 individually or $50,000 in the aggregate; (l) fail to maintain or administer each Bank Benefit Plan in accordance with applicable Law or timely make all contributions or accruals required thereunder in accordance with GAAP; (m) take any action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue at any time prior to the Effective Time, or in any of the conditions to the Merger set forth in Article X not being satisfied or in a violation of any provision of this Agreement, except, in every case, as may be required by applicable law; (n) change any methods or policies of accounting from those used in the Bank Financial Statements; (o) take or cause or permit to be taken any action, whether before or after the Effective Time, which would disqualify the Merger as a tax-free reorganization within the meaning of Section 368 of the Code (subject to required recognition of gain or loss with respect to cash paid for shares pursuant hereto); (p) make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Bank or any of its Subsidiaries, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Bank or any of its Subsidiaries, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of the Bank or any of its Subsidiaries for any period ending after the Closing Date or decreasing any Tax attribute of the Bank or any of its Subsidiaries existing on the Closing Date; (q) make any material changes to its allowance for loan losses or to its securities portfolio; or (r) agree, or make any commitment, to take, in writing or otherwise, any of the actions described in clauses (a) through (q) of this Section 7.2.

Forbearances. During Except as set forth in Section 5.2 of the Subject Company Disclosure Schedule or Section 5.2 of the Parent Disclosure Schedule, as the case may be, during the period from the date of this Agreement to the Effective Time or earlier valid termination of this Agreementand, except (i) as expressly contemplated or permitted by this Agreement (including as set forth in Section 5.2 of the Udemy Disclosure Letter or the Coursera Disclosure Letter, as applicable) Option Agreements or (ii) as required by applicable Law (but only following noticelaw, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) belowrule or regulation, neither Udemy Parent nor Coursera Subject Company shall, and neither Udemy Parent nor Coursera Subject Company shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed):other: (a) incuradjust, assumesplit, guarantee combine or become liable reclassify any capital stock; make, declare or pay any dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any Indebtednessshares of its capital stock, or grant any stock appreciation rights or grant any individual, corporation or other than entity any right to acquire any shares of its capital stock (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiariesexcept for regular quarterly cash dividends on Subject Company Common Stock and on Parent Common Stock at a rate equal to the rates recently paid by each of Subject Company and Parent, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiariesthe case may be, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred such rates may be increased by either party in the ordinary course of business consistent with past practice and, in the case of Subject Company Preferred Stock and not Parent Preferred Stock, for speculative purposesregular quarterly or semiannual cash dividends thereon at the rates set forth in the applicable certificate of incorporation or certificate of designation for such securities and except for dividends paid by any of the wholly owned Subsidiaries of each of Parent and Subject Company to Parent or Subject Company or any of their wholly owned Subsidiaries, respectively, and except for the issuance of employee stock options and restricted stock consistent with past practices); or issue any additional shares of capital stock except pursuant to (A) the exercise of stock options, PSPRs or risk event warrants outstanding as of the date hereof, (viB) indebtedness incurred in respect the vesting of letters Performance Units outstanding as of credit the date hereof pursuant to Subject Company Stock Option Plans, (C) the conversion of shares of Parent Series ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (▇) the Subject Company Rights Agreement, (E) the Parent Rights Agreement, (F) the FirsTier Acquisition, (G) the Option Agreements and (H) acquisitions and investments permitted by paragraph (c) hereof; (b) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any individual, corporation or other similar arrangements entity other than a direct or indirect wholly owned Subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, in each case that is material to such party, except (i) in the ordinary course of business consistent with past practice, (viiii) indebtedness arising from customary cash management and treasury services and pursuant to contracts or agreements in force at the honoring date of checks, drafts this Agreement or similar instruments against insufficient funds or from (iii) pursuant to plans disclosed in writing prior to the endorsement execution of instruments this Agreement to the other party; (c) except for collection, in each case incurred (i) transactions in the ordinary course of business consistent with past practice, and or (viiiii) Indebtedness acquisitions of Udemy and/or Udemy Subsidiaries an entity or Coursera and/or Coursera Subsidiariesbusiness having assets not exceeding 10% of the consolidated assets of Subject Company or Parent, as applicable, on a pro forma basis giving effect to such transaction, make any material acquisition or investment either by purchase of stock or securities, merger or consolidation, contributions to capital, property transfers, or purchases of any property or assets of any other individual, corporation or other entity other than a wholly owned Subsidiary thereof; (d) except for transactions in the ordinary course of business consistent with past practice, enter into or terminate any contract or agreement, or make any change in any of its leases or contracts, in each case that is material to such party, other than renewals of contracts and leases without materially adverse changes of terms thereof; (e) other than (i) in the ordinary course of business consistent with past practice, or (ii) in an aggregate principal amount not exceeding $10 million, increase in any material respect the compensation or fringe benefits of any of its employees or pay any pension or retirement allowance not required by any existing plan or agreement to exceed $5.0 million at any time outstandingsuch employees or become a party to, without taking into account amend or commit itself to any amounts permitted by clauses material pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee or accelerate the vesting of any stock options or other stock-based compensation; (if) through authorize or permit any of its officers, directors, employees or agents to directly or indirectly solicit, initiate or encourage any inquiries relating to, or the making of any proposal which constitutes, a Takeover Proposal (vii) of this Section 5.2(aas defined below); , or recommend or endorse any Takeover Proposal, or participate in any discussions or negotiations, or provide third parties with any nonpublic information, relating to any such inquiry or proposal or otherwise facilitate any effort or attempt to make or implement a Takeover Proposal, provided, in the case of this clause (viii)however, that (1) each of Parent and Subject Company may, and may authorize and permit its officers, directors, employees or agents to, provide third parties with nonpublic information, otherwise facilitate any effort or attempt by any third party to make or implement a Takeover Proposal, recommend or endorse any Takeover Proposal with or by any third party, and participate in discussions and negotiations with any third party relating to any Takeover Proposal, if such party's Board of Directors, after having consulted with and considered the material terms advice of outside counsel, has reasonably determined in good faith that the failure to do so would cause the members of such Board of Directors to breach their fiduciary duties under applicable law. Subject Company will immediately cease and conditions of cause to be terminated any such Indebtedness are customary and reasonable market termsactivities, (2) such Indebtedness is prepayable discussions or redeemable at any time (subject negotiations conducted prior to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance date of this Agreement with any parties other than Parent with respect to any of the foregoing. Each party shall immediately advise the other following the receipt by it of any Takeover Proposal and the details thereof, and advise the other of any developments with respect to such Takeover Proposal immediately upon the occurrence thereof. As used in this Agreement, "Takeover Proposal" shall mean, with respect to any person, any tender or exchange offer, proposal for a merger, consolidation or other business combination involving Subject Company or Parent or any of their respective Subsidiaries or any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the consummation assets of, Subject Company or Parent or any of their respective Subsidiaries other than the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise)permitted by this Agreement; (b) adjust, split, combine or reclassify any capital stock;

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier valid termination of this Agreement, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy Umpqua Disclosure Letter Schedule or the Coursera Columbia Disclosure LetterSchedule, as applicable) expressly contemplated or (ii) permitted by this Agreement or as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) belowlaw, neither Udemy Umpqua nor Coursera Columbia shall, and neither Udemy Umpqua nor Coursera Columbia shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) incur, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of Umpqua or any of its wholly-owned Udemy Subsidiaries to Umpqua or Coursera and/or wholly any of its wholly-owned Coursera Subsidiaries, on the one hand, or of Columbia or any of its wholly-owned Subsidiaries to Columbia or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (i) adjust, split, combine or reclassify any capital stock; (ii) make, declare, pay or set a record date for any dividend, or any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (A) regular quarterly cash dividends by Umpqua at a rate not in excess of $0.21 per share of Umpqua Common Stock, (B) regular quarterly cash dividends by Columbia at a rate not in excess of $0.30 per share of Columbia Common Stock, (C) dividends paid by any of the Subsidiaries of each of Umpqua and Columbia to Umpqua or Columbia or any of their wholly-owned Subsidiaries, respectively, (D) regular distributions on outstanding trust preferred securities in accordance with their terms or (E) the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any person any right to acquire any shares of capital stock or other equity or voting securities of Umpqua or Columbia or any of their respective Subsidiaries, other than in the case of Columbia, grants of rights to purchase shares of Columbia Common Stock under the Columbia ESPP in accordance with the terms of thereof; or (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of Umpqua or Columbia or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of Umpqua or Columbia or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards in accordance with their terms; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other person or the property or assets of any other person, in each case, other than a wholly-owned Subsidiary of Umpqua or Columbia, as applicable; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any Umpqua Contract or Columbia Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to Umpqua or Columbia, or enter into any contract that would constitute an Umpqua Contract or Columbia Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable law or the terms of any Umpqua Benefit Plan or Columbia Benefit Plan existing as of the date hereof, as applicable, (iii) guarantees by Udemy enter into, establish, adopt, materially amend or terminate any Umpqua Benefit Plan or Columbia Benefit Plan, or any direct arrangement that would be an Umpqua Benefit Plan or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any a Columbia Benefit Plan if in effect on the date hereof, other direct or indirect wholly owned Udemy Subsidiary, than with respect to broad-based welfare benefit plans (iiiother than severance) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice and as would not for speculative purposesreasonably be expected to materially increase the cost of benefits under any such Umpqua Benefit Plan or Columbia Benefit Plan, as the case may be, (viii) indebtedness incurred increase the compensation or benefits payable to any current or former employee, director or individual consultant, other than (x) in respect connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of letters business consistent with past practice and to a level consistent with similarly situated peer employees or (y) the payment of credit or other similar arrangements incentive compensation for completed performance periods based upon the actual level of achievement of the applicable performance goals in the ordinary course of business consistent with past practice, (viiiii) indebtedness arising from customary cash management and treasury services and accelerate or take any action to accelerate the honoring vesting of checksany equity-based awards or other compensation or benefits, drafts (iv) enter into any new, or amend any existing, employment, severance, change in control, retention or similar instruments against insufficient funds agreement or from arrangement; provided, however, that the endorsement of instruments for collection, in each case incurred parties may enter into offer letters with new hires in the ordinary course of business consistent with past practicepractice that do not provide for enhanced or change in control severance, and (viiiv) Indebtedness fund any rabbi trust or similar arrangement, or in any other way secure the payment of Udemy and/or Udemy Subsidiaries compensation or Coursera and/or Coursera Subsidiariesbenefits under any Umpqua Benefit Plan or Columbia Benefit Plan, as applicablethe case may be, (vi) terminate the employment or services of an employee as set forth on Section 5.2(f) in an aggregate principal amount not to exceed $5.0 million at any time outstandingthe Umpqua Disclosure Schedule or the Columbia Disclosure Schedule, without taking into account any amounts permitted by clauses (i) through respectively, other than for cause, or (vii) of this hire or promote any employee as set forth on Section 5.2(a); provided, 5.2(f) in the case of this clause (viii)Umpqua Disclosure Schedule or the Columbia Disclosure Schedule, that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty respectively (other than customary reference rate breakage), (3) none as a replacement hire or promotion on substantially similar terms of employment as the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwisedeparted employee); (bg) adjustsettle any material claim, splitsuit, combine action or reclassify proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $250,000 individually or $1,000,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles of incorporation, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) other than in prior consultation with the other party to this Agreement, materially restructure or materially change its investment securities or derivatives portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, other than in the ordinary course of business (which may include partnering with third parties in origination, flow, servicing and other capacities) consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital stockexposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable law, regulation or policies imposed by any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; or (o) agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 5.2.

Forbearances. During Except as described in Section 7.02 of the Charter Disclosure Schedule, during the period from the date of this Agreement to the Effective Time or earlier valid termination of this AgreementTime, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy Disclosure Letter or the Coursera Disclosure Letter, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy Charter shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera NationsBank, which consent (such consent in the case of subparagraphs (c), (d), (e), (h) and (p)) shall not to be unreasonably withheld, conditioned or delayedwithheld (and Charter shall provide NationsBank with prompt notice of any events referred to in this Section 7.02 occurring after the date hereof): (a) incur, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice and not for speculative purposes, (vi) indebtedness incurred in respect of letters of credit or other similar arrangements in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money (vii) other than short-term indebtedness arising from customary cash management incurred to refinance short-term indebtedness and treasury services indebtedness of Charter or any of its Subsidiaries to Charter or any of its Subsidiaries; it being understood and agreed that incurrence of indebtedness in the honoring ordinary course of checksbusiness shall include, drafts without limitation, the creation of deposit liabilities, purchases of federal funds, sales of certificates of deposit and entering into Federal Home Loan Bank loans with a term of six months or similar instruments against insufficient funds less or from repurchase agreements), assume, guarantee, endorse or otherwise as an accommodation become responsible for the endorsement obligations of instruments for collectionany other individual, in each case incurred corporation or other entity, or make any loan or advance other than in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock; make, declare or pay any dividend (other than regular quarterly cash dividends at a rate not in excess of $0.08 per share through June 30, 1996 and $0.10 per share thereafter) or make any other distribution on, or (other than the Redemption) directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock, or grant any stock appreciation rights or grant any individual, corporation or other entity any right to acquire any shares of its capital stock; or issue any additional shares of capital stock, or any securities or obligations convertible into or exchangeable for any shares of its capital stock; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any individual, corporation or other entity, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, except in the ordinary course of business consistent with past practice or pursuant to contracts or agreements in force at the date of this Agreement; (d) make any material investment (other than trades in investment securities in the ordinary course) either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets of any other individual, corporation or other entity; (e) enter into, terminate or fail to exercise any material right under, any contract or agreement involving annual payments in excess of $50,000 and which cannot be terminated without penalty upon 30 days notice, or make any change in, or extension of (other than automatic extensions), any of its leases or contracts involving annual payments in excess of $50,000 and which cannot be terminated without penalty upon 30 days notice; (f) modify the terms of any Charter Benefit Plan (including any severance pay plan) or increase or modify in any manner the compensation or fringe benefits of any of its Employees or pay any pension or retirement allowance not required by any existing plan or agreement to any such Employees, or become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any Employee other than routine adjustments in compensation and fringe benefits in the ordinary course of business consistent with past practice or accelerate the vesting of any stock options or other stock-based compensation; (g) take any action that would prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code; (h) settle any claim, action or proceeding involving the payment of money damages in excess of $50,000, except in the ordinary course of business consistent with past practice; (i) amend its Restated Articles of Incorporation, as amended, or its amended and restated bylaws; (j) fail to maintain its Regulatory Agreements, material licenses and permits or to file in a timely fashion all federal, state, local and foreign tax returns; (k) make any capital expenditures of more than $50,000 individually or $300,000 in the aggregate; (l) fail to maintain each Charter Benefit Plan or timely make all contributions or accruals required thereunder in accordance with GAAP applied on a consistent basis; (m) issue any additional shares of Charter Capital Stock; (n) agree to, or make any commitment to, take any of the actions prohibited by this Section 7.02; (o) take any action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Merger set forth in Article IX not being satisfied or in a violation of any provision of this Agreement, except, in every case, as may be required by applicable law; or (p) change any methods of accounting from those used in the Charter Financial Statements.

Forbearances. During the period from the date of this Agreement to until the earlier of the Effective Time or earlier valid termination of and the date, if any, on which this AgreementAgreement is terminated pursuant to Section 9.1, except (i) as may be required by Law, as expressly contemplated permitted by this Agreement (including or as set forth in Section 5.2 of the Udemy MMLC Disclosure Letter Schedule or the Coursera GSBD Disclosure LetterSchedule, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy MMLC nor Coursera GSBD shall, and neither Udemy nor Coursera shall permit any of their its respective Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of the other party GSBD or MMLC, as applicable (such which prior written consent shall not to be unreasonably withhelddelayed, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed): (a) incurOther than pursuant to such party’s distribution reinvestment plan as in effect as of the date of this Agreement or pursuant to capital calls with respect to the MMLC Subscription Agreements, assumeissue, guarantee deliver, sell or become liable for any Indebtednessgrant, other than or encumber or pledge, or authorize the creation of (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicableany shares of its capital stock, (ii) guarantees any such party’s Voting Debt or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities. (b) (i) Make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly cash distributions payable on a quarterly basis consistent with past practices and such party’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by Udemy or such party, (C) dividends payable by any direct or indirect wholly owned Udemy Consolidated Subsidiary of Indebtedness of Udemy such party to such party or any other another direct or indirect wholly owned Udemy SubsidiaryConsolidated Subsidiary of such party or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) guarantees by Coursera purchase, redeem or otherwise acquire, any shares of its capital stock or any direct rights, warrants or indirect wholly owned Coursera Subsidiary options to acquire, or securities convertible into, such capital stock. (c) Sell, transfer, lease, mortgage, encumber or otherwise dispose of Indebtedness any of Coursera its assets or any other direct or indirect wholly owned Coursera Subsidiaryproperties, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause except for (i) of the definition of Indebtedness incurred sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with past practice and not for speculative purposessuch party’s investment objectives and policies as publicly disclosed, or (viii) indebtedness incurred encumbrances required to secure Permitted Indebtedness of such party or any of its Consolidated Subsidiaries. (d) Acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in respect a transaction conducted in the ordinary course of letters of credit business consistent with such party’s investment objectives and policies as publicly disclosed. (e) Amend the MMLC Charter, the MMLC Bylaws, the GSBD Charter, the GSBD Bylaws or other governing documents or similar governing documents of any of its Consolidated Subsidiaries. (f) Implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements. (g) Hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan. (h) Take any action or knowingly fail to take any action that would, or would reasonably be expected to (i) materially delay or materially impede the ability of the parties to consummate the Transactions or (ii) prevent the Mergers from qualifying as a reorganization within the meaning of Section 368(a) of the Code; provided, however, that the foregoing shall not preclude MMLC from declaring or paying any Tax Dividend on or before the Closing Date. (i) Incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness. (j) Make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies entered into in the ordinary course of business. (k) File or amend any material Tax Return other than in the ordinary course of business consistent with past practicepractice and such party’s investment objectives and policies as publicly disclosed; make, change or revoke any Tax election; or settle or compromise any material Tax liability or refund. (viil) indebtedness arising from customary cash management and treasury services and the honoring Take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause such party to fail to qualify or not be subject to tax as a RIC. (m) Enter into any new line of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred business other than in the ordinary course of business consistent with past practicepractice and such party’s investment objectives and policies as publicly disclosed (it being understood that this prohibition does not apply to any portfolio companies in which such party or any of its Consolidated Subsidiaries has made a debt or equity investment that is, would or should be reflected in such party’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC). (n) Other than in the ordinary course of business consistent with past practice and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries such party’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute a MMLC Material Contract or Coursera and/or Coursera SubsidiariesGSBD Material Contract, as applicable, had it been entered into prior to the date of this Agreement. (o) Other than in an aggregate principal amount not the ordinary course of business consistent with past practice and such party’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to exceed $5.0 million at any time outstandingmaterial amendment of, without taking into account change in or waiver under any amounts permitted by clauses MMLC Material Contract or GSBD Material Contract. (p) Settle any Proceeding against it, except for Proceedings that (i) through are settled in the ordinary course of business consistent with past practice and such party’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (vii) of this Section 5.2(aafter reduction by any insurance proceeds actually received); provided(ii) would not impose any material restriction on the conduct of business of it or any of its Consolidated Subsidiaries or, after the Effective Time, GSBD, MMLC, the Surviving Company or any of their Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault. (q) Other than in the case ordinary course of this clause (viii), that (1) the material terms business and conditions of any consistent with such Indebtedness are customary party’s investment objectives and reasonable market termspolicies as publicly disclosed, (2i) such pay, discharge or satisfy any Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (for borrowed money, other than customary reference rate breakage)the payment, (3) none discharge or satisfaction required pursuant to the terms of outstanding debt of such party or its Consolidated Subsidiaries as in effect as of the execution, delivery or performance date of this Agreement or the consummation other Permitted Indebtedness or (ii) cancel any material Indebtedness. (r) Except as otherwise expressly contemplated by this Agreement, merge or consolidate such party or any of its Consolidated Subsidiaries with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of such party or any of its Consolidated Subsidiaries. (s) Agree to take, make any commitment to take, or adopt any resolutions of the transactions contemplated hereby MMLC Board or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera SubsidiaryGSBD Board, as applicable, underauthorizing, or result in any of the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock;actions prohibited by this Section 6.2.

Forbearances. During Except as set forth on Schedule 5.2, as otherwise contemplated or permitted by this Agreement (including the Disclosure Schedules) and the Option Agreements or as referred to in any Star Reports or Firstar Reports publicly filed with the SEC prior to the date hereof, during the period from the date of this Agreement to the Effective Time or earlier valid termination of this AgreementTime, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy Disclosure Letter or the Coursera Disclosure Letter, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) Firstar shall not and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera shall not permit any of their respective its Subsidiaries to, without the prior written consent of the other party Star (such which consent shall not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy Star shall not, not and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera Firstar (such which consent shall not to be unreasonably withheld, conditioned or delayed): (a) incurdeclare, assumeset aside or pay any dividends or other distributions, guarantee directly or become liable indirectly, in respect of its capital stock (other than dividends from a wholly owned Subsidiary of such party to such party or another wholly owned Subsidiary of such party), except that (i) Star may pay quarterly cash dividends on Star Common Stock in an amount not to exceed the rate payable on such Star Common Stock as of the date hereof, and (ii) Firstar may pay quarterly cash dividends on Firstar Common Stock in an amount not to exceed the rate payable on such Firstar Common Stock as of the date hereof (together with any rate increase consistent with past practice); or (b) except as disclosed on such party's Disclosure Schedule, enter into or amend any employment, severance or similar agreement or arrangement with any director or officer or employee or collective bargaining agreement, or materially modify any of its Benefit Plans or grant any salary or wage increase or materially increase any employee benefit (including incentive or bonus payments), except normal individual increases in compensation to employees consistent with past practice or (ii) as required by law or contract; or (c) authorize, recommend, propose, or announce an intention to authorize, so recommend or propose, or enter into an agreement in principle with respect to, any merger, consolidation or business combination, any acquisition or disposition of a material amount of assets, including mortgage servicing rights, loans or securities as well as any release or relinquishment of any material contract rights (except in the usual course of business consistent with past practices) provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving existing Subsidiaries; or (d) except for transactions in the ordinary course of business consistent with past practice, enter into or terminate any Indebtednessmaterial contract or agreement, or make any change in any of its material leases or contracts, other than renewals of contracts and leases without material adverse changes of terms; (e) settle any material claim, action or proceeding involving money damages, except in the ordinary course of business consistent with past practice; (f) propose or adopt any amendments to its articles of incorporation, association or other charter document or bylaws or code of regulations; or (g) issue, sell, grant, confer or award any of its Equity Securities or any debt securities having the right to vote on matters on which stockholders may vote or purchase, redeem, retire, repurchase, or exchange, or otherwise acquire or dispose of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise (except for (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries shares of Firstar Common Stock or Coursera and/or wholly owned Coursera SubsidiariesStar Common Stock, as applicable, issued upon exercise of Firstar Stock Options or Star Stock Options, respectively, outstanding on the date of this Agreement or issued in accordance with this paragraph (g), (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiarypursuant to the Option Agreements, (iii) guarantees by Coursera or any direct or indirect wholly such transactions between a wholly-owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiaryand its parent, (iv) other Indebtedness incurred by mutual written agreement of Udemy in accordance with the Firstar and CourseraStar Stock Plans consistent with past practice, (v) Indebtedness as agent for stockholders reinvesting dividends pursuant to a dividend reinvestment plan in accordance with the terms thereof as in effect on the date of Udemy and/or Udemy this Agreement, (vi) for the acquisition of Trust Account Shares and DPC Shares, (vii) with respect to Firstar, any repurchases of Firstar Common Stock to maintain a pool of up to 500,000 shares in the form of treasury shares for the purpose of reissuing upon the exercise of Firstar Stock Options, or (viii) in the ordinary course of business consistent with past practice (such party agreeing to promptly notify the other party of any such transactions)) or effect any stock split or adjust, combine, reclassify or otherwise change its equity capitalization as it existed on the date of this Agreement; or (h) solicit, encourage or authorize any individual, corporation or other entity to solicit or encourage from any third party any inquiries or proposals relating to the disposition of its business or assets, or the acquisition of its voting securities, or the merger of it or any of its Subsidiaries with any corporation or Coursera and/or Coursera Subsidiaries, other entity other than as applicable, provided by this Agreement (and each party shall promptly notify the other of all of the type described in clause relevant details relating to all inquiries and proposals which it may receive relating to any of such matters); or (i) take any action that would (i) materially adversely affect, impede or delay the consummation of the definition transactions contemplated by this Agreement and the Option Agreements or the ability of Indebtedness incurred Star or Firstar to obtain any approval of any Regulatory Authority required for the transactions contemplated by this Agreement and the Option Agreements or to perform its covenants and agreements under this Agreement and the Option Agreements, (ii) prevent the Reincorporation Merger or the Second Step Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code or (iii) prevent the transactions contemplated hereby from qualifying as a "pooling of interests" for accounting and financial reporting purposes; or (j) other than in the ordinary course of business consistent with past practice and not other than indebtedness of up to $800 million incurred by Firstar and its Subsidiaries to fund Firstar's purchase from Cargill Corporation of Cargill Leasing and to redeem Firstar's $100 million aggregate principal amount of 7.15% Notes due September 1, 2000, and indebtedness of up to $100 million under Firstar's bank facilities for speculative purposes, liquidity purposes incur any indebtedness for borrowed money (vi) other than short-term indebtedness incurred in respect to refinance short-term indebtedness and indebtedness of letters Star or any of credit its wholly-owned Subsidiaries to Star or any of its wholly-owned Subsidiaries, on the one hand, or of Firstar or any of its wholly-owned Subsidiaries to Firstar or any of its wholly- owned Subsidiaries, on the other hand), assume, guarantee, endorse or otherwise as an accommodation become responsible or liable for the obligations of any other individual, corporation or other similar arrangements entity (it being understood and agreed that incurrence of indebtedness in the ordinary course of business consistent with past practiceshall include, without limitation, the creation of deposit liabilities, purchases of Federal funds, sales of certificates of deposit and entering into repurchase agreements); or (viik) indebtedness arising from customary cash management implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP or regulatory guidelines; or (l) other than the sale of up to $250 million of treasury securities by Firstar and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera its Subsidiaries, materially restructure or materially change its investment securities portfolio, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported as applicableof the date of the Agreement; or (m) except as required by applicable law or regulation, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); providedimplement or adopt, any material change in the case of this clause (viii)its interest rate and other risk management policies, that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market termsprocedures or practices, (2ii) such Indebtedness is prepayable fail to follow in any material respect its existing policies or redeemable at practices with respect to managing its exposure to interest rate and other risk or (iii) fail to use commercially reasonable means to avoid any time material increase in its aggregate exposure to interest rate risk; or (subject to customary notice requirementsn) without premium take any action or penalty (other than customary reference rate breakage), (3) none make any determination the effect of the execution, delivery or performance of this Agreement or the consummation of which would result in the transactions contemplated hereby by this Agreement constituting or being deemed to be consummated a "Change in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right Control" within the meaning of the lenders Firstar Supplemental Retirement Plan for Key Executives and the Firstar Corporation Pension Plan or (o) agree in writing or their agents or trustees) under or otherwise to take any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock;foregoing actions.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier valid termination of this AgreementTime, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy HBE Disclosure Letter Schedules or the Coursera SFS Disclosure LetterSchedules, as applicable) the case may be, and, except as expressly contemplated or (ii) as required permitted by applicable Law (but only following noticethis Agreement, to the extent legally permissible, to Plan of Merger or the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) belowHBE Stock Option Agreement, neither Udemy SFS nor Coursera HBE shall, and neither Udemy nor Coursera shall SFS or HBE permit any of their respective the SFS Subsidiaries or the HBE Bank, respectively to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed):other: (a) incur, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice and not for speculative purposes, (vi) indebtedness incurred in respect of letters of credit or other similar arrangements in the ordinary course of business consistent with past practice, (viii) incur any indebtedness arising from customary cash management and treasury services and the honoring for borrowed money (other than pursuant to existing lines of checks, drafts credit or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case short-term indebtedness incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness indebtedness of Udemy and/or Udemy HBE to the HBE Bank or of the HBE Bank to HBE, or indebtedness of SFS to any of the SFS Subsidiaries or Coursera and/or Coursera Subsidiariesof any of the SFS Subsidiaries to SFS, as applicable, it being understood and agreed that incurrence of indebtedness in an aggregate principal amount not to exceed $5.0 million at any time outstandingthe ordinary course of business shall include, without taking limitation, the creation of deposit liabilities, purchases of Federal funds, Federal Home Loan Bank borrowings, sales of certificates of deposit and entering into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakagerepurchase agreements), (3ii) none of assume, guarantee, endorse or otherwise as an accommodation become responsible for the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration obligations of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiaryindividual, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants corporation or other rights to acquire entity; or (iii) make any debt securities (directly, contingently loan or otherwise)advance; (b) (i) adjust, split, combine or reclassify any capital stock, (ii) make, declare or pay any dividend or make any other distribution on, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock (except (A) in the case of SFS, for regular quarterly cash dividends at a rate not in excess of $0.12 per share of SFS Common Stock, and (B) in the case of HBE, for regular quarterly cash dividends at a rate not in excess of $0.10 per share of HBE Common Stock); (iii) directly or indirectly redeem, purchase or otherwise acquire any shares of capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock; (iv) grant any stock appreciation rights or grant any individual, corporation or other entity any right to acquire any shares of its capital stock, or (v) issue any additional shares of capital stock (except pursuant to (A) the exercise of stock options outstanding as of the date of this Agreement, or (B) the HBE Stock Option Agreement); (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any individual, corporation or other entity other than a Subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, except in the ordinary course of business consistent with past practice or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for transactions in the ordinary course of business consistent with past practice or pursuant to contracts or agreements in force at the date of this Agreement, make any material investment either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets of any other individual, corporation or other entity other than a Subsidiary thereof or any existing joint venture to which HBE or SFS is a party; (e) except for transactions in the ordinary course of business consistent with past practice, enter into or terminate any material contract or agreement, or make any change in any of its material leases or contracts, other than renewals of contracts and leases without material adverse changes of terms; (f) other than in the ordinary course of business consistent with past practice, or as required by law, increase in any manner the compensation or fringe benefits of any of its employees, or pay any pension or retirement allowance not required by any existing plan or agreement to any such employees or become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee; (g) grant, amend or modify in any material respect any stock option, stock awards or other stock based compensation, except as contemplated in Section 1.5(c) hereof; (h) pay, discharge or satisfy any material claims, liabilities or obligations (whether absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice (which includes the payment of final and unappealable judgments) or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (or the notes thereto) of such party included in such party's reports filed with the SEC, or incurred in the ordinary course of business consistent with past practice; (i) take any action that would prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code; PROVIDED, HOWEVER, that nothing contained herein shall limit the ability of HBE or SFS to exercise its rights under the HBE Stock Option Agreement; (j) amend its articles of incorporation (other than, in the case of SFS, to increase the amount of its authorized common stock) or its bylaws; (k) other than in prior consultation with the other party to this Agreement, restructure or materially change its investment securities portfolio or its gap position, through purchases, sales, or otherwise, or the manner in which the portfolio is classified or reported; (l) take any action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Merger set forth in Article VII not being satisfied or in a violation of any provision of this Agreement, the Plan of Merger or the HBE Stock Option Agreement, except, in every case, as may be required by applicable law; or (m) agree to, or make any commitment to, take any of the actions prohibited by this Section 5.2.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier valid termination of this AgreementTime, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy Disclosure Letter or the Coursera Disclosure Letter, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera Sterling (and the Company shall provide Sterling with prompt notice of any events referred to in this Section 7.02 occurring after the date hereof and Sterling shall respond to any such consent not to be unreasonably withheld, conditioned or delayednotice within three (3) Business Days of its receipt of any such notice): (a) incurother than in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money (other than short-term indebtedness incurred to refinance short-term indebtedness and indebtedness of the Company or any of its Subsidiaries to the Company or any of its Subsidiaries; it being understood and agreed that incurrence of indebtedness in the ordinary course of business shall include, without limitation, the creation of deposit liabilities, purchases of federal funds, and sales of certificates of deposit), assume, guarantee guarantee, endorse or otherwise as an accommodation become liable responsible for the obligations of any Indebtednessother Person, or make any loan or advance other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice and not for speculative purposes, (vi) indebtedness incurred in respect of letters of credit or other similar arrangements in the ordinary course of business consistent with past practice, (vii) indebtedness arising from customary cash management and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise)prudent banking practices; (b) adjust, split, combine or reclassify any capital stock; make, declare or pay any dividend or make any other distribution on (other than the payment of dividends with respect to the Company Preferred Stock and interest with respect to the Company Debenture in accordance with their respective terms and provisions), or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock, grant any stock options or stock awards, or grant any Person any right to acquire any shares of its capital stock; or issue any additional shares of capital stock (except upon exercise and conversion of Company Options, Company Preferred Stock and Company Debenture as provided in Sections 3.02 and 8.04), or any securities or obligations convertible into or exchangeable for any shares of its capital stock; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any Person, or cancel, release or assign any indebtedness to such Person or any claims held by any such Person, except in the ordinary course of business consistent with past practice and prudent banking practices or pursuant to contracts or agreements in force at the date of this Agreement; (d) make any material investment (other than trades in investment securities in the ordinary course) either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets of any other Person; (e) enter into, terminate or fail to exercise any material right under, any contract or agreement involving annual payments in excess of $25,000 and which cannot be terminated without penalty upon 30 days' notice, or make any change in, or extension of (other than automatic extensions) any of its leases or contracts involving annual payments in excess of $25,000 and which cannot be terminated without penalty upon 30 days' notice; (f) modify the terms of any Company Benefit Plan (including any severance pay plan) or increase or modify in any manner the compensation or fringe benefits of any of its Employees or pay any pension or retirement allowance not required by any existing plan or agreement to any such Employees, or become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any Employee other than (i) routine adjustments in compensation and fringe benefits in the ordinary course of business consistent with past practice, (ii) accelerating the vesting of any stock options or other stock- based compensation, and (iii) the payment of incentive compensation and bonuses accruing during the 2000 fiscal year to the extent (A) any such incentive compensation and/or bonus is fully accrued and reflected in the Company Financial Statements or otherwise fully accrued and reflected in the Company's books and records and disclosed in Section 7.02(f) of the Company Disclosure Schedule, and (B) paid in accordance with the terms and conditions of the Company's incentive compensation and/or bonus policies or in the absence of such policies, in accordance with past practices; (g) settle any claim, action or proceeding involving the payment of money damages in excess of $25,000; (h) amend its Articles of Incorporation or its bylaws; (i) fail to maintain its Regulatory Agreements, material Authorizations or to file in a timely fashion all federal, state, local and foreign Tax Returns; (j) make any capital expenditures of more than $25,000 individually or $100,000 in the aggregate; (k) fail to maintain or administer each Company Benefit Plan in accordance with applicable Law or timely make all contributions or accruals required thereunder in accordance with GAAP; (l) take any action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue at any time prior to the Effective Time, or in any of the conditions to the Merger set forth in Article IX not being satisfied or in a violation of any provision of this Agreement, except, in every case, as may be required by applicable law; (m) change any methods or policies of accounting from those used in the Company Financial Statements; (n) agree, or make any commitment, to take, in writing or otherwise, any of the actions described in clauses (a) through (m) of this Section 7.02.

Forbearances. During Except as set forth in Section 5.2 of the Subject Company Disclosure Schedule or Section 5.2 of the Parent Disclosure Schedule, as the case may be, as expressly contemplated or permitted by this Agreement, the Settlement Agreement, or the Fee Letters, as required by applicable law, rule or regulation, during the period from the date of this Agreement to the Effective Time or earlier valid termination of this Agreement, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy Disclosure Letter or the Coursera Disclosure Letter, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) belowTime, neither Udemy Parent nor Coursera Subject Company shall, and neither Udemy Parent nor Coursera Subject Company shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed):other: (a) incuradjust, assumesplit, guarantee combine or become liable reclassify any capital stock; make, declare or pay any dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any Indebtednessshares of its capital stock, or grant any stock appreciation rights or grant any individual, corporation or other than entity any right to acquire any shares of its capital stock (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiariesexcept for regular quarterly cash dividends on Subject Company Common Stock and on Parent Common Stock at a rate equal to the rates recently paid by each of Subject Company and Parent, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiariesthe case may be, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred such rates may be increased by either party in the ordinary course of business consistent with past practice and, in the case of Subject Company Preferred Stock and not Parent Preferred Stock, for speculative purposesregular quarterly or semiannual cash dividends thereon at the rates set forth in the applicable certificate of incorporation or certificate of designation for such securities and except for dividends paid by any of the wholly owned Subsidiaries of each of Parent and Subject Company to Parent or Subject Company or any of their wholly owned Subsidiaries, respectively, and except for the issuance of employee stock options and restricted stock consistent with past practices); or issue any additional shares of capital stock except pursuant to (A) the exercise of stock options outstanding as of the date hereof or issued after the date hereof in a manner consistent with past practice, (viB) indebtedness incurred the award of restricted shares of Subject Company Common Stock in respect a manner consistent with past practice, (C) the vesting of letters Performance Units outstanding as of credit the date hereof pursuant to Subject Company Stock Option Plans, (D) the Subject Company Rights Agreement, and (E) acquisitions and investments permitted by paragraph (c) hereof; (b) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any individual, corporation or other similar arrangements entity other than a direct or indirect wholly owned Subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, in each case that is material to such party, except (i) in the ordinary course of business consistent with past practice, (viiii) indebtedness arising from customary cash management and treasury services and pursuant to contracts or agreements in force at the honoring date of checks, drafts this Agreement or similar instruments against insufficient funds or from (iii) pursuant to plans disclosed in writing prior to the endorsement execution of instruments this Agreement to the other party; (c) except for collection, in each case incurred (i) transactions in the ordinary course of business consistent with past practice, and or (viiiii) Indebtedness acquisitions of Udemy and/or Udemy Subsidiaries an entity or Coursera and/or Coursera Subsidiariesbusiness having assets not exceeding 10% of the consolidated assets of Subject Company or Parent, as applicable, on a pro forma basis giving effect to such transaction, make any material acquisition or investment either by purchase of stock or securities, merger or consolidation, contributions to capital, property transfers, or purchases of any property or assets of any other individual, corporation or other entity other than a wholly owned Subsidiary thereof; (d) except for transactions in the ordinary course of business consistent with past practice, enter into or terminate any contract or agreement, or make any change in any of its leases or contracts, in each case that is material to such party, other than renewals of contracts and leases without materially adverse changes of terms thereof; (e) other than (i) in the ordinary course of business consistent with past practice, or (ii) in an aggregate principal amount not exceeding $10 million, increase in any material respect the compensation or fringe benefits of any of its employees or pay any pension or retirement allowance not required by any existing plan or agreement to exceed $5.0 million at any time outstandingsuch employees or become a party to, without taking into account amend or commit itself to any amounts permitted by clauses material pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee or accelerate the vesting of any stock options or other stock-based compensation; (if) through authorize or permit any of its officers, directors, employees or agents to directly or indirectly solicit, initiate or encourage any inquiries relating to, or the making of any proposal which constitutes, a Takeover Proposal (vii) of this Section 5.2(aas defined below); , or recommend or endorse any Takeover Proposal, or participate in any discussions or negotiations, or provide third parties with any nonpublic information, relating to any such inquiry or proposal or otherwise facilitate any effort or attempt to make or implement a Takeover Proposal, provided, in the case of this clause (viii)however, that (1) each of Parent and Subject Company may, and may authorize and permit its officers, directors, employees or agents to, provide third parties with nonpublic information, otherwise facilitate any effort or attempt by any third party to make or implement a Takeover Proposal, recommend or endorse any Takeover Proposal with or by any third party, and participate in discussions and negotiations with any third party relating to any Takeover Proposal, if such party's Board of Directors, after having consulted with and considered the material terms advice of outside counsel, has reasonably determined in good faith that the failure to do so would cause the members of such Board of Directors to breach their fiduciary duties under applicable law. Subject Company will immediately cease and conditions of cause to be terminated any such Indebtedness are customary and reasonable market termsactivities, (2) such Indebtedness is prepayable discussions or redeemable at any time (subject negotiations conducted prior to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance date of this Agreement or the consummation with any parties other than Parent with respect to any of the transactions contemplated hereby or to be consummated in connection herewith foregoing. Each party shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration immediately advise the other following the receipt by it of any obligation under or any Takeover Proposal and the details thereof, and advise the other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under developments with respect to such Indebtedness, or would be reasonably likely to require Takeover Proposal immediately upon the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock;occurrence

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier valid termination of this Agreement, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy Umpqua Disclosure Letter Schedule or the Coursera Columbia Disclosure LetterSchedule, as applicable) expressly contemplated or (ii) permitted by this Agreement or as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) belowlaw, neither Udemy Umpqua nor Coursera Columbia shall, and neither Udemy Umpqua nor Coursera Columbia shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) incur, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiariesfederal funds borrowings and Federal Home Loan Bank borrowings, as applicablein each case with a maturity not in excess of six (6) months, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiarydeposits, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary issuances of Indebtedness letters of Coursera or any other direct or indirect wholly owned Coursera Subsidiarycredit, (iv) other Indebtedness incurred by mutual written agreement purchases of Udemy and Courserafederal funds, (v) Indebtedness sales of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiariescertificates of deposit and (vi) entry into repurchase agreements, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred each case in the ordinary course of business consistent with past practice and not business, incur any indebtedness for speculative purposes, (vi) indebtedness incurred in respect of letters of credit or other similar arrangements in the ordinary course of business consistent with past practice, (vii) indebtedness arising from customary cash management and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty borrowed money (other than customary reference rate breakageindebtedness of Umpqua or any of its wholly-owned Subsidiaries to Umpqua or any of its wholly-owned Subsidiaries, on the one hand, or of Columbia or any of its wholly-owned Subsidiaries to Columbia or any of its wholly-owned Subsidiaries, on the other hand), (3) none of or assume, guarantee, endorse or otherwise as an accommodation become responsible for the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration obligations of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiaryindividual, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants corporation or other rights to acquire any debt securities (directly, contingently or otherwise)entity; (bi) adjust, split, combine or reclassify any capital stock; (ii) make, declare, pay or set a record date for any dividend, or any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (A) regular quarterly cash dividends by Umpqua at a rate not in excess of $0.21 per share of Umpqua Common Stock, (B) regular quarterly cash dividends by Columbia at a rate not in excess of $0.30 per share of Columbia Common Stock, (C) dividends paid by any of the Subsidiaries of each of Umpqua and Columbia to Umpqua or Columbia or any of their wholly-owned Subsidiaries, respectively, (D) regular distributions on outstanding trust preferred securities in accordance with their terms or (E) the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any person any right to acquire any shares of capital stock or other equity or voting securities of Umpqua or Columbia or any of their respective Subsidiaries, other than in the case of Columbia, grants of rights to purchase shares of Columbia Common Stock under the Columbia ESPP in accordance with the terms of thereof; or (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of Umpqua or Columbia or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of Umpqua or Columbia or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards in accordance with their terms;

Forbearances. During the period from the date of this ------------ Agreement to the Effective Time or earlier valid termination of this AgreementTime, except as (i) as expressly contemplated or permitted by this Agreement (including as set forth in Section 5.2 of the Udemy Disclosure Letter or the Coursera Disclosure Letter, as applicable) or (ii) as required by applicable Law (but only following noticelaw or any Regulatory Agency, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera NatWest Plc shall not permit any of their respective the Included Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed):FFG: (a) incurincur any indebtedness for borrowed money (other than short-term indebtedness incurred to refinance short-term indebtedness and indebtedness of NatWest Plc or any of its Affiliates to any of the Included Subsidiaries), assume, guarantee guarantee, endorse or otherwise as an accommodation become liable responsible for the obligations of any Indebtednessother individual, corporation or other entity, or make any loan or advance, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice (it being understood and not for speculative purposes, agreed that (vii) incurrence of indebtedness incurred in respect of letters of credit or other similar arrangements in the ordinary course of business consistent with past practice, (vii) indebtedness arising from customary cash management and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstandingshall include, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); providedlimitation, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of deposit liabilities, purchases of federal funds, sales of certificates of deposit and entering into repurchase agreements and (ii) any Lien under such Indebtednessindebtedness must have a final maturity date of no later than June 30, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following 1996; provided that, if the Closing and (4) -------- shall not have occurred prior to April 30, 1996, any such Indebtedness is not comprised indebtedness incurred thereafter must have a final maturity date of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwiseno later than 60 days from the date of such incurrence); (b) adjust, split, combine or reclassify any capital stock or make, declare or pay any dividend or make any other distribution (other than in connection with or relating to the Dividend Excluded Transactions) on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock, or grant any stock appreciation rights or grant any individual, corporation or other entity any right to acquire any shares of its capital stock;

Forbearances. During the period from Between the date of this Agreement to hereof and the Effective Time Closing, unless Buyer shall otherwise consent in writing, Sellers shall not nor shall they cause or earlier valid termination of this Agreement, except permit the Company to: (i) as expressly contemplated by this Agreement amend its articles of incorporation or bylaws; (including as ii) split, combine or reclassify the outstanding Shares; or (iii) declare, set forth in Section 5.2 aside or pay any dividend payable with respect to the Shares; provided, that the Company may distribute cash and cash equivalents to Sellers at the discretion of the Udemy Disclosure Letter Company's Board of Directors; (i) issue, sell, pledge, dispose of or encumber any additional shares of, or securities convertible or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock of any class; (ii) transfer, lease, license, sell, mortgage, pledge, dispose of or encumber any material assets or incur or modify any material indebtedness or other liability other than in the Coursera Disclosure Letterordinary and usual course of business; (iii) acquire directly or indirectly by redemption or otherwise any shares of the capital stock of the Company or (iv) authorize, as applicablemake or commit to make capital expenditures in excess of $50,000 in the aggregate, or make any acquisition of, or investment in, any material assets or any stock or other securities of any other person; (c) incur any indebtedness for borrowed money, except for working capital financing in the ordinary and usual course of business consistent with past practice; (d) grant any severance or termination pay to, or enter into any employment or severance agreement with either (i) any director or officer of the Company or (ii) as required by applicable Law any other employee of the Company other than in the ordinary and usual course of business; and Seller shall not permit the Company to establish, adopt, enter into, make any new grants or awards under or amend, any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees of the Company (but only following noticeother than contributions in the ordinary and usual course of business under Employee Plans currently in effect on the date hereof); (e) settle or compromise any material claims or litigation or, except in the ordinary and usual course of business, modify, amend or terminate any of its material Contracts or waive, release or assign any material rights or claims; (i) grant any increase in compensation in excess of five percent (5%) to any officer or employee whose compensation (base salary plus bonus) for the extent legally permissiblefiscal year of the Company ended on September 30, to the other party)2005 exceeded $75,000 or (ii) enter into, or amend in any material respect, any Employee Plan; (Ai) grant any special conditions with respect to each of the following clauses, any account receivable other than clauses (i), (k) and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed): (a) incur, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice and not for speculative purposes(e.g., extended terms), (viii) indebtedness incurred in respect of letters of credit or other similar arrangements fail to pay any material account payable on a timely basis in the ordinary course of business consistent with past practice, (viiiii) indebtedness arising from customary cash management and treasury services and the honoring purchase inventory in excess of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred supplies necessary in the ordinary course of business and consistent with past practice, and (viiiiv) Indebtedness ship inventory or take any other action designed or having the effect of Udemy and/or Udemy Subsidiaries accelerating or Coursera and/or Coursera Subsidiariesdeferring the generation of accounts receivable in a manner inconsistent with past practice or (v) start up or acquire any new business or product line which is not similar to or directly complementary to any existing business or product line; (h) enter into any settlement with respect to any claim, as applicableaction, in an aggregate principal amount not suit, other proceeding or investigation of any kind against or relating to exceed $5.0 million at the Company, or any time outstandingof its officers, without taking into account any amounts permitted by clauses directors, employees, or properties, assets or business; (i) through (vii) take any action which would cause, or voluntarily fail to take any action the failure of this Section 5.2(a); providedwhich would cause, any representation or warranty of Sellers contained in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, breached or result untrue in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise)respect; (bj) adjust, split, combine make any change in any accounting policies or reclassify the application thereof except as required by GAAP and disclosed to Buyer; or (k) enter into any capital stock;agreement to do any of the foregoing.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier valid termination of this AgreementTime, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy OSB Disclosure Letter Schedules or the Coursera FCB Disclosure LetterSchedules, as applicable) the case may be, and, except as expressly contemplated or (ii) as required permitted by applicable Law (but only following noticethis Agreement, to the extent legally permissible, to Plan of Merger or the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) belowOption Agreements, neither Udemy FCB nor Coursera OSB shall, and neither Udemy nor Coursera shall FCB or OSB permit any of their respective the FCB Subsidiaries or OSB Subsidiaries, respectively to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed):other: (a) incur, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice and not for speculative purposes, (vi) indebtedness incurred in respect of letters of credit or other similar arrangements in the ordinary course of business consistent with past practice, (viii) incur any indebtedness arising from customary cash management and treasury services and the honoring for borrowed money (other than pursuant to existing lines of checks, drafts credit or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case short-term indebtedness incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness indebtedness of Udemy and/or Udemy OSB to any of the OSB Subsidiaries or Coursera and/or Coursera Subsidiariesof any of the OSB Subsidiaries to OSB, as applicableor indebtedness of FCB to any of the FCB Subsidiaries or of any of the FCB Subsidiaries to FCB, it being understood and agreed that incurrence of indebtedness in an aggregate principal amount not to exceed $5.0 million at any time outstandingthe ordinary course of business shall include, without taking limitation, the creation of deposit liabilities, purchases of Federal funds, sales of certificates of deposit and entering into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakagerepurchase agreements), (3ii) none of assume, guarantee, endorse or otherwise as an accommodation become responsible for the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration obligations of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiaryindividual, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants corporation or other rights to acquire entity; or (iii) make any debt securities (directly, contingently loan or otherwise)advance; (b) (i) adjust, split, combine or reclassify any capital stock, (ii) make, declare or pay any dividend or make any other distribution on, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock (except (A) in the case of FCB, for regular quarterly cash dividends at a rate not in excess of $0.18 per share of FCB Common Stock, and (B) in the case of OSB, for regular quarterly cash dividends at a rate not in excess of $0.16 per share of OSB Common Stock); (iii) directly or indirectly redeem, purchase or otherwise acquire any shares of capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock (except (A) in the case of FCB, repurchases of FCB Common Stock in the open market or in privately negotiated transactions, provided that written notice of any such repurchase is given to OSB as soon as is practicable thereafter, and (B) in the case of OSB, repurchases of OSB Common Stock in the open market or in privately negotiated transactions, provided that written notice of any such repurchase is given to FCB as soon as practicable thereafter); (iv) grant any stock appreciation rights or grant any individual, corporation or other entity any right to acquire any shares of its capital stock, or (iv) issue any additional shares of capital stock (except pursuant to (A) the exercise of stock options outstanding as of the date of this Agreement, or (B) the Option Agreements); (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any individual, corporation or other entity other than a Subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, except in the ordinary course of business consistent with past practice or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for transactions in the ordinary course of business consistent with past practice or pursuant to contracts or agreements in force at the date of this Agreement, make any material investment either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets of any other individual, corporation or other entity other than a Subsidiary thereof or any existing joint venture to which OSB or FCB is a party; (e) except for transactions in the ordinary course of business consistent with past practice, enter into or terminate any material contract or agreement, or make any change in any of its material leases or contracts, other than renewals of contracts and leases without material adverse changes of terms; (f) other than in the ordinary course of business consistent with past practice, increase in any manner the compensation or fringe benefits of any of its employees (it being understood and agreed that an increase in any manner the compensation of any employee in the ordinary course of business consistent with past practice shall include, without limitation, an increase in ▇▇. ▇▇▇▇▇▇▇▇▇▇'▇ base salary to an amount not to exceed $125,000 annually), or pay any pension or retirement allowance not required by any existing plan or agreement to any such employees or become a party to, amend or commit itself to any pension, retirement, profit- sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee; provided, however, that (i) any bonus paid any officer of FCB or the FCB Subsidiaries shall not exceed 115% of such bonus paid to such individual for the immediately preceding fiscal year and (ii) any bonus paid by OSB or the OSB Subsidiaries to (a) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ shall not exceed 30% of his 1996 base salary, (b) any Vice President of OSB or the OSB Subsidiaries shall not exceed 15% of each individual's 1996 base salary, and (c) all other employees of OSB or the OSB Subsidiaries shall not exceed $30,000 in the aggregate for any fiscal year; (g) grant, amend or modify in any material respect any stock option, stock awards or other stock based compensation, except that OSB and FCB may modify their respective stock options and OSB may modify stock awards previously granted under the OSB MRP which are outstanding as of the date of this Agreement in each case solely to provide full vesting conditioned upon and effective as of the Closing Date. (h) pay, discharge or satisfy any material claims, liabilities or obligations (whether absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice (which includes the payment of final and unappealable judgments) or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (or the notes thereto) of such party included in such party's reports filed with the SEC, or incurred in the ordinary course of business consistent with past practice; (i) take any action that would prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code; provided, however, that nothing contained herein shall limit the ability of OSB or FCB to exercise its rights under the OSB Option Agreement or the FCB Option Agreement, as the case may be; (j) amend its articles of incorporation or its bylaws; (k) other than in prior consultation with the other party to this Agreement, restructure or materially change its investment securities portfolio or its gap position, through purchases, sales, or otherwise, or the manner in which the portfolio is classified or reported; (l) take any action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Merger set forth in Article VII not being satisfied or in a violation of any provision of this Agreement, the Plan of Merger or the Option Agreements, except, in every case, as may be required by applicable law; or (m) agree to, or make any commitment to, take any of the actions prohibited by this Section 5.2.

Forbearances. During the period from the date of this Agreement to until the Effective Time or earlier valid of the termination of this AgreementAgreement pursuant to Article 6 or the Effective Time, except (i) as expressly contemplated or permitted by this Agreement (including or as set forth otherwise indicated in this Section 5.2 of 4.2, the Udemy Disclosure Letter or the Coursera Disclosure Letter, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera Company shall permit any of their respective Subsidiaries tonot, without the prior written consent of the other party chief executive officer or chief financial officer of Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned withheld or delayed): (a) incuramend the Company’s or its Subsidiaries’ Organizational Documents or any resolution or agreement concerning indemnification of their respective directors or officers; (b) except for Permitted Issuances and except as provided in Section 4.3, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries adjust, split, combine, subdivide or Coursera and/or wholly owned Coursera Subsidiaries, as applicablereclassify any capital stock, (ii) guarantees by Udemy make, declare, set aside or pay any dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any direct securities or indirect wholly owned Udemy Subsidiary obligations convertible (whether currently convertible or convertible only after the passage of Indebtedness time or the occurrence of Udemy certain events) into or exchangeable for any other direct shares of Company Capital Stock or indirect wholly owned Udemy Subsidiarycapital stock of any of its Subsidiaries, (iii) guarantees by Coursera grant any Company Options or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera SubsidiaryRights, (iv) other Indebtedness incurred by mutual written agreement issue, sell, pledge, dispose of, grant, transfer, lease, license, guarantee, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of Udemy and CourseraCompany Capital Stock or capital stock of any of Company’s Subsidiaries, or (v) Indebtedness make any change in any instrument or Contract governing the terms of Udemy and/or Udemy Subsidiaries any of Company’s or Coursera and/or Coursera its Subsidiaries’ securities; (c) other than in the ordinary course of business or pursuant to Contracts in force at the date of, or permitted by, this Agreement, make any investment (either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets) in any other Person; (d) charge off (except as applicable, of the type described in clause may otherwise be required by law or by regulatory authorities or by GAAP) or sell (i) of the definition of Indebtedness incurred except in the ordinary course of business consistent with past practice and not for speculative purposespractices) any of its portfolio of loans, (vi) indebtedness incurred in respect of letters of credit discounts or financing leases, or sell any asset held as other real estate or other similar arrangements foreclosed assets for an amount materially less than 100% of its book value; (e) terminate or allow to be terminated any of the policies of insurance the Company and its Subsidiaries maintain on their respective businesses or Properties, cancel any material indebtedness owing to the Company or its Subsidiaries or any claims that the Company or its Subsidiaries may have possessed, or waive any right of substantial value or discharge or satisfy any material noncurrent liability; (f) enter into any new line of business, or change the Company’s or its Subsidiaries’ lending, investment, underwriting, risk and asset liability management, loan loss reserve and other banking and operating policies, except as required by applicable Laws or any policies imposed on it by any Governmental Authority; (g) except in the ordinary course of business consistent with past practicepractices: (i) lend any money or pledge any of the Company’s or its Subsidiaries’ credit in connection with any aspect of the Company’s or its Subsidiaries’ businesses whether as a guarantor, surety, issuer of a letter of credit or otherwise, (viiii) mortgage or otherwise subject to any lien, encumbrance or other liability any of the Company’s or its Subsidiaries’ assets, (iii) sell, assign or transfer any of its assets in excess of $25,000 in the aggregate or (iv) incur any material liability, commitment, indebtedness arising or obligation (of any kind whatsoever, whether absolute or contingent), or cancel, release or assign any indebtedness of any Person or any claims against any Person, except (A) in the ordinary course of business or (B) pursuant to Contracts in force as of the date of this Agreement and disclosed in Section 4.2(g) of the Company Disclosure Letter or transfer, agree to transfer or grant, or agree to grant a license to, any of the Company’s or its Subsidiaries’ material Intellectual Property; (h) other than in the ordinary course of business, incur any indebtedness for borrowed money other than short-term indebtedness incurred to refinance short-term indebtedness (it being understood that for purposes of this Section 4.2(h), “short-term” shall mean maturities of six months or less); assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any Person; (i) other than in consultation with Parent, restructure or change its investment securities portfolio or its gap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported except in the ordinary course, consistent with past practices; (j) enter into any Contract other than renewals of Contracts of terms for less than one year and without any other materially adverse change in terms and, other than in the ordinary course of business, terminate or waive any material provision of any Contract other than normal nonrenewals of Contracts in accordance with their terms; (k) other than in the ordinary course of business or as required by Benefit Plans and Contracts as in effect at the date of this Agreement, (i) increase in any manner the compensation or fringe benefits of any of the Company’s or its Subsidiaries’ officers, employees or directors, (ii) pay any pension or retirement allowance not required by any existing Benefit Plan or Contract to any such officers, employees or directors, (iii) become a party to, amend or commit to any Benefit Plan or Contract (or any individual Contracts evidencing grants or awards thereunder) or employment agreement with or for the benefit of any such officer, employee or director, or (iv) accelerate the vesting of, or the lapsing of restrictions with respect to, Rights pursuant to any Company Stock Plan; (l) settle any material Litigation; (m) revalue any of the Company’s or any of its Subsidiaries’ assets or materially change any method of accounting or accounting practice used by it or any of its Subsidiaries, other than changes required by GAAP; (n) file or amend any Tax Return except in the ordinary course of business; settle or compromise any material Tax Liability; or make, change or revoke any material Tax election or change any method of Tax accounting, except as required by applicable Law; (o) knowingly take, or knowingly omit to take, any action that is reasonably likely to result in any of the conditions to the Merger set forth in Article 5 not being satisfied, except as may be required by applicable Law; (p) merge or consolidate the Company or any of its Subsidiaries with, or sell or otherwise transfer the issued and outstanding stock of the Company or any of its Subsidiaries to, any Person; (q) acquire assets outside of the ordinary course of business not consistent with past practices from customary cash management any other Person with a value or purchase price in the aggregate in excess of $50,000, other than purchase obligations pursuant to Contracts to the extent in effect immediately prior to the execution of this Agreement and treasury services described in Section 4.2(q) of the Company Disclosure Letter; (r) make any adverse changes in the mix, rates, terms or maturities of the Bank’s deposits or other Liabilities; (s) make any extension of credit that, when added to all other extensions of credit to a borrower and its affiliates, would exceed applicable regulatory lending limits; (t) make any loans, or enter into any commitments to make loans, which vary other than in immaterial respects from its written loan policies, a true and correct copy of which policies has been provided to Parent; provided, that this covenant shall not prohibit the honoring of checks, drafts Bank from extending or similar instruments against insufficient funds renewing credit or from the endorsement of instruments for collection, in each case incurred loans in the ordinary course of business consistent with past practicelending practices or in connection with the workout or renegotiation of loans currently in its loan portfolio; provided further, that the Company will allow a representative of Parent to be present for informational purposes only at all meetings of the Board of Directors or any committee of the Bank at which the Board of Directors or any committee thereof will vote on proposed new or renewal loans or investments and such Parent representative shall not take part in discussions or voting on any matters presented at such meetings (in furtherance of which, the Company has, concurrently with the execution of this Agreement, provided to Parent a calendar of such board or committee meetings of the Bank, and will promptly provide to Parent any updates to such calendar after the date hereof); (viiiu) Indebtedness take any action that at the time of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not taking such action is reasonably likely to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtednessprevent, or would be reasonably likely to require interfere with, the preparation or delivery consummation of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise);Merger; or (bv) adjust, split, combine enter into any agreement or reclassify commitment to take any capital stock;of the actions prohibited by this Section 4.2.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier valid termination of this AgreementTime, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy Pinnacle Disclosure Letter Schedule or the Coursera IFC Disclosure LetterSchedule, as applicable) the case may be, and, except as expressly contemplated or (ii) as required permitted by applicable Law (but only following notice, to this Agreement or the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) belowOption Agreements, neither Udemy Pinnacle nor Coursera IFC shall, and neither Udemy Pinnacle nor Coursera IFC shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed):other: (a) incur, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice and not for speculative purposes, (vi) indebtedness incurred in respect of letters of credit or other similar arrangements in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money (viiother than short-term indebtedness incurred to refinance short-term indebtedness and indebtedness of Pinnacle or any of its Subsidiaries to Pinnacle or any of its Subsidiaries, on the one hand, or of IFC or any of its Subsidiaries to IFC or any of its Subsidiaries, on the other hand), assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, or make any loan or advance (it being understood and agreed that incurrence of indebtedness in the ordinary course of business shall include, without limitation, the creation of deposit liabilities, purchases of Federal funds, sales of certificates of deposit and entering into repurchase agreements); (i) adjust, split, combine or reclassify any capital stock; (ii) make, declare or pay any dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock (except, (A) in the case of Pinnacle, for regular quarterly cash dividends on Pinnacle Common Stock at a rate not in excess of $0.25 per share of Pinnacle Common Stock, (B) in the case of IFC, for regular quarterly cash dividends on IFC Common Stock at a rate not in excess of $0.21 per share of IFC Common Stock, (C) for dividends paid by any of the Subsidiaries of each of Pinnacle and IFC to Pinnacle or IFC or any of their Subsidiaries, respectively, and (D) for dividends paid in the ordinary course of business by any subsidiaries (whether or not wholly owned) of each of Pinnacle and IFC), (iii) grant any stock appreciation rights or grant any individual, corporation or other entity any right to acquire any shares of its capital stock (and no further or additional options to purchase stock shall be granted pursuant to the Pinnacle Stock Plans or the IFC Stock Plans, except as otherwise agreed in writing by Pinnacle and IFC) or (iv) issue any additional shares of capital stock except pursuant to (A) the exercise of stock options or warrants outstanding as of the date hereof, (B) the Option Agreements, or (C) as permitted unless clause (iii) above; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any individual, corporation or other entity other than a Subsidiary, or cancel, release or assign any indebtedness arising from customary cash management and treasury services and to any such person or any claims held by any such person, except in the honoring ordinary course of checksbusiness consistent with past practice or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for transactions in the ordinary course of business consistent with past practice or pursuant to contracts or agreements in force at the date of this Agreement, drafts make any material investment either by purchase of stock or similar instruments against insufficient funds securities, contributions to capital, property transfers, or from the endorsement purchase of instruments any property or assets of any other individual, corporation or other entity other than a Subsidiary thereof; (e) except for collection, in each case incurred transactions in the ordinary course of business consistent with past practice, enter into or terminate any material contract or agreement, or make any change in any of its material leases or contracts, other than renewals of contracts and leases without material adverse changes of terms; (viiif) Indebtedness increase in any manner the compensation or fringe benefits of Udemy and/or Udemy any of its employees or pay any pension or retirement allowance not required by any existing plan or agreement to any such employees or become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee other than in the ordinary course of business consistent with past practice or accelerate the vesting of any stock options or other stock-based compensation; (g) solicit, encourage or authorize or permit any individual, corporation or other entity to solicit from any third party any inquiries or proposals relating to the disposition of its business or assets, or the acquisition of its voting securities, or the merger or business combination of it or any of its Subsidiaries with any corporation or Coursera and/or Coursera Subsidiariesother entity other than as provided by this Agreement (and each party shall promptly notify the other of all of the relevant details relating to all inquiries and proposals which it may receive relating to any of such matters); (h) settle any claim, action or proceeding involving money damages, except in the ordinary course of business consistent with past practice; (i) take any action that would prevent or impede the Merger from qualifying (i) for "pooling of interests" accounting treatment or (ii) as a reorganization within the meaning of Section 368 of the Code; provided, however, that nothing contained herein shall limit the ability of Pinnacle or IFC to exercise its rights under the Pinnacle Option Agreement or the IFC Option Agreement, as applicablethe case may be; (j) amend its Certificate of Incorporation or Articles of Incorporation, as the case may be, or its Bylaws, except as contemplated by this Agreement; (k) other than in an aggregate principal amount not prior consultation with the other party to exceed $5.0 million this Agreement, restructure or materially change its investment securities portfolio or its gap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (l) take any action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time outstandingprior to the Effective Time, without taking into account or in any amounts permitted by clauses (i) through (vii) of the conditions to the Merger set forth in Article VII not being satisfied or in a violation of any provision of this Section 5.2(a); providedAgreement, except, in the case of this clause every case, as may be required by applicable law; or (viii)m) agree to, that (1) the material terms and conditions of or make any such Indebtedness are customary and reasonable market termscommitment to, (2) such Indebtedness is prepayable or redeemable at take any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of actions prohibited by this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock;Section 5.2.

Forbearances. During the period from the date Commencing upon execution of this Agreement and continuing through to the Effective Time earlier of the Closing or earlier valid the termination of this AgreementAgreement pursuant to Section 9.1, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 6.2 of the Udemy Company Disclosure Letter Schedule or expressly contemplated by this Agreement, the Coursera Disclosure Letter, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy Company shall not, and the Company shall not permit any of its Subsidiaries to, without the prior written consent of Coursera Parent (such which consent shall not to be unreasonably withheld, conditioned withheld or delayed): (a) incurincur any indebtedness for borrowed money, assume, guarantee guarantee, endorse or otherwise as an accommodation become liable responsible for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary the obligations of Indebtedness of Udemy or any other direct individual, corporation or indirect wholly owned Udemy Subsidiaryother entity, (iii) guarantees by Coursera or make any direct loan or indirect wholly owned Coursera Subsidiary advance, in excess of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred $5,000,000 in the ordinary course of business consistent with past practice and not for speculative purposes, (vi) indebtedness incurred in respect of letters of credit or other similar arrangements in the ordinary course of business consistent with past practice, (vii) indebtedness arising from customary cash management and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise)aggregate; (b) adjust, split, combine or reclassify any capital stock, except for any such transaction by a wholly owned Subsidiary of the Company which remains a wholly owned Subsidiary after consummation of such transaction; (c) make, declare or pay any dividend other than dividends or distributions by a direct or indirect wholly owned Subsidiary of the Company to its parent or to another direct or indirect wholly owned Subsidiary of the Company, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire or encumber, any shares of its capital stock or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of its capital stock, except in connection with cashless exercises or similar transactions pursuant to the exercise of stock options issued and outstanding as of the date hereof under the Company Stock Plans; (d) subject to Section 6.2(l), grant to any individual, corporation or other entity any right to acquire shares of its capital stock; (e) issue any shares of capital stock of the Company, except pursuant to the exercise of stock options outstanding as of the date hereof under the Company Stock Plans, or any other securities convertible into shares of Company Common Stock issued and outstanding as of the date hereof and in accordance with its terms; (f) INTENTIONALLY LEFT BLANK (g) amend or terminate the Rights Agreement, other than in connection with a transaction entered into pursuant to Section 9.1(e); (h) sell, transfer, mortgage, encumber or otherwise dispose of any of its lines of business or any of its material properties or assets to any individual, corporation or other entity, other than to a wholly owned Subsidiary, or cancel, release or assign any material indebtedness to any such person or any claims held by any such person, except pursuant to contracts or agreements in force at the date thereof or, in the case of cancellation or release of material indebtedness, as a result of debt collections; (i) pay, or agree to pay, cash consideration of more than $25,000,000 in the aggregate, whether by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets of any other individual, corporation or other entity other than to a wholly owned Subsidiary of the Company or any wholly owned Subsidiary thereof; (j) terminate, or amend or waive any material provision of, any Company Contract, as the case may be, or make any material change in any instrument or agreement governing the terms of any lease or contract; (k) establish, adopt, amend or terminate any Company Benefit Plan, or amend the terms of any outstanding equity based award; (i) establish, or increase compensation or benefits provided under, or make any payment not required by, any stay, bonus, incentive, insurance, severance, termination, change of control, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, restricted stock awards or similar instruments), stock purchase or other employee benefit plan, program, policy, or agreement or arrangement or (ii) otherwise increase or accelerate the vesting or payment of the compensation payable or the benefits provided or to become payable or provided to any of its current or former directors, officers, employees, consultants or service providers or those of any Subsidiary, or otherwise pay any amounts not due such individual, (iii) enter into any new or amend any existing employment or consulting agreement with any director, officer, employees, consultants or service provider or retain the services of any such person if the compensation (base and bonus) shall exceed $250,000 or (iv) establish, adopt or enter into any collective bargaining agreement, except in each of clauses (i) and (ii), as may be required to comply with applicable law or existing contractual arrangements; (m) settle any material claim, action or proceeding; (n) amend its certificate of incorporation or its bylaws or, in the case of the Company, enter into any agreement with its stockholders in their capacity as such; (o) take any action that is intended or would reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue such that the condition set forth in Section 8.3(a) shall be incapable of satisfaction; (p) other than in the ordinary course of business consistent with past practice, (i) sell, assign, otherwise transfer, sublicense or enter into any material license agreement with respect to any Company Intellectual Property used by it in its business or buy or enter into any material license agreement with respect to Third Party Intellectual Property; (ii) sell, license or transfer to any person or entity any material rights to any Company Intellectual Property Rights used by it in its business; or (iii) enter into or materially amend any Company Contract, as the case may be, pursuant to which any other party is granted marketing or distribution rights of any type or scope with respect to any material products or services of its or any of its Subsidiaries; (q) enter into any “non-compete” or similar agreement that would materially restrict the businesses of the Surviving Corporation or its Subsidiaries following the Effective Time or that reasonably would be expected to restrict the businesses of Parent and its Subsidiaries (excluding the Surviving Corporation and its Subsidiaries); (r) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of such entity, other than in relation to a wholly owned Subsidiary of the Company or any wholly owned Subsidiary thereof, and other than a merger of a wholly owned Subsidiary of the Company or any wholly owned Subsidiary thereof with or into a third party in which the sole consideration to be issued in such transaction to such third party is cash solely to the extent such transaction is permitted by, and is in accordance with, clause (i) of this Section 6.2; (s) implement or adopt any change in its accounting principles, practices or methods, other than as consistent with or as may be required by law, GAAP or regulatory guidelines; (t) settle or compromise any material liability for Taxes, file any material amended Tax Return, file any material Tax Return in a materially inconsistent manner with past practice (except as otherwise required by law), make any material Tax election (other than in the ordinary course of business) or change any material method of accounting for Tax purposes; (u) enter into any new, or amend or otherwise alter any current, Company Affiliate Transaction; or (v) agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited by this Section 6.2.

Forbearances. During the period from the date of this the Original Merger Agreement to the Effective Time or earlier valid termination of this AgreementTime, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 6.2 of the Udemy GETCO Disclosure Letter Schedule or the Coursera Knight Disclosure LetterSchedule, as applicable) , as expressly contemplated or (ii) permitted by this Agreement, or as otherwise required by applicable Law (but only following noticeLaw, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) GETCO and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy Knight shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera the other party (such which consent shall not to be unreasonably withheld, denied, conditioned or delayed): (a) incursell, assumelease, guarantee license, mortgage, encumber, transfer, convey, assign, or become liable for otherwise dispose of any Indebtednessof its material rights, properties or assets, tangible or intangible, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice to third parties who are not Affiliates; (b) (i) incur, assume or guarantee any Indebtedness, (ii) cancel or waive any claims under any material Indebtedness or amend or modify adversely to it in any material respect the terms relating to any such Indebtedness, (iii) other than in the ordinary course of business consistent with past practice, assume, guarantee, endorse or otherwise as an accommodation become responsible for obligations of any Person, or (iv) other than in the ordinary course of business consistent with past practice make any material loans or advances; (c) (i) adjust, split, combine or reclassify any capital stock, unit or other equity interest, (ii) set any record or payment dates for the payment of any dividends or distributions on its capital stock or other equity interest or make, declare or pay any dividend or distribution (except for (x) dividends paid in the ordinary course of business by any direct or indirect wholly owned Subsidiary to it or any other direct or indirect wholly owned Subsidiary and (y) the Permitted Distributions set forth in Section 6.3) or make any other distribution on any shares of its capital stock or other equity interest or redeem, purchase or otherwise acquire any securities or obligations convertible into or exchangeable for any shares of its capital stock or other equity interest, (iii) grant any options, stock appreciation rights, restricted stock units or other equity-based compensation or grant to any individual, corporation or other entity any right to acquire any shares of its capital stock or equity interests, other than in the ordinary course of business as specifically described in the GETCO Disclosure Schedule or the Knight Disclosure Schedule, as applicable, (iv) issue or commit to issue any additional shares of capital stock or other equity interest other than pursuant to the exercise or settlement of Knight Stock Options or conversion of shares of the Knight Series A-1 Preferred Stock or Knight Series A-2 Preferred Stock or upon the vesting of Class E Units of GETCO, in each case that are outstanding as of the date of the Original Merger Agreement or that are issued following the date of the Original Merger Agreement in compliance with this Agreement or sell, lease, transfer, mortgage, encumber or otherwise dispose of any capital stock in any Subsidiary or (v) enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock or equity interests; (d) except as required under applicable Law or the terms of any GETCO Benefit Plan or Knight Benefit Plan, as applicable, existing as of the date of the Original Merger Agreement (i) enter into, adopt or terminate any employee benefit or compensation plan, program, policy or arrangement for the benefit or welfare of any current or former employee, officer, director or consultant, (ii) amend (or alter a prior interpretation of) any employee benefit or compensation plan, program, policy or arrangement for the benefit or welfare of any current or former employee, officer, director or consultant, (iii) increase in any manner the compensation or benefits payable to any current or former employee, officer, director or consultant (other than any annual salary or wage increases in the ordinary course of business consistent with past practice of not for speculative purposesmore than 5% in the aggregate per annum), (iv) pay or award, or commit to pay or award, any bonuses or incentive compensation, other than in the ordinary course of business as specifically described in the GETCO Disclosure Schedule or the Knight Disclosure Schedule, as applicable, (v) grant or accelerate the vesting of any equity-based awards or other compensation, (vi) indebtedness incurred enter into any new, or amend any existing, employment, severance, change in respect control, retention, bonus guarantee, collective bargaining agreement or similar agreement or arrangement, (vii) fund any rabbi trust or similar arrangement, (viii) terminate the employment or services of letters any officer, employee, independent contractor or consultant other than for cause, or (ix) hire any officer, employee, independent contractor or consultant who has target annual compensation greater than $700,000; (e) other than immaterial acquisitions of credit or other similar arrangements assets for cash in the ordinary course of business consistent with past practice, (viii) indebtedness arising acquire (by merger, consolidation, purchase of assets or equity interests or otherwise) any businesses, assets, properties or interests in any other Person or (ii) merge or consolidate with any Person; (f) make any capital expenditure requiring payments in excess of $10 million individually or $25 million in the aggregate; (g) make any material investment either by purchase of stock or securities or contributions to capital in excess of $25 million (other than in a wholly owned Subsidiary); (h) (i) enter into any new line of business or (ii) except as required by applicable Law or the regulations or policies imposed on it by a Governmental Entity, change any material policy established by its Board of Directors or executive officers that generally applies to its operations; (i) amend its charter, bylaws, certificate of formation, limited liability company agreement or other comparable organizational documents, or otherwise take any action to exempt any person from customary cash management any provision of such documents; (j) (i) terminate or amend or otherwise modify in any material respect other than in the ordinary course of business or knowingly violate in any material respect the terms of, any GETCO Contract or Knight Contract, as applicable, or (ii) enter into any new agreements or contracts or other binding obligations other than in the ordinary course of business or that if in existence as of the date of the Original Merger Agreement would be a GETCO Contract pursuant to Sections 3.13(a)(v) or 3.13(a)(vi) or Knight Contract pursuant to Sections 4.13(a)(v) or 4.13(a)(vi); (k) settle or compromise any litigation, action or proceeding with a Governmental Entity, shareholder or unit holders; (l) commence, settle or compromise any litigation, action or proceeding with any Person other than a Governmental Entity, shareholder or unit holders except for (i) settlements involving only monetary remedies with a value not in excess of $5,000,000 with respect to any individual litigation, action or proceeding or $15,000,000 in the aggregate and treasury services and (ii) the honoring commencement of checksany litigation, drafts action or similar instruments against insufficient funds or from proceeding in the endorsement ordinary course of instruments for collection, in each case incurred business consistent with past practice; (m) other than in the ordinary course of business consistent with past practice, and materially reduce the amount of insurance coverage or fail to renew any material existing insurance policies; (viiin) Indebtedness of Udemy and/or Udemy Subsidiaries amend in a manner that adversely impacts the ability to conduct its business, terminate or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not allow to exceed $5.0 million at lapse any time outstanding, without taking into account any amounts permitted by clauses material Permit; (o) (i) through (vii) of this Section 5.2(a); providedcancel, abandon or allow to lapse any material Intellectual Property other than in the case ordinary course of this clause business consistent with past practice, or (viii), that (1ii) the material terms and conditions of disclose to any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at third party any time (subject to customary notice requirements) without premium or penalty (trade secret other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation ordinary course of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise)business consistent with past practice; (b) adjust, split, combine or reclassify any capital stock;

Forbearances. During Except as set forth in Section 5.2 of the Subject Company Disclosure Schedule or Section 5.2 of the Parent Disclosure Schedule, as the case may be, as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulation, during the period from the date of this Agreement to the Effective Time or earlier valid termination of this Agreement, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy Disclosure Letter or the Coursera Disclosure Letter, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) belowTime, neither Udemy Parent nor Coursera Subject Company shall, and neither Udemy Parent nor Coursera Subject Company shall permit any of their respective Subsidiaries to, without the prior written consent of the other: (a) adjust, split, combine or reclassify any capital stock; set any record or payment dates for the payment of any dividends or distributions on its capital stock except in the ordinary and usual course of business consistent with past practice; make, declare or pay any dividend or make any other party distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock, or except as otherwise permitted by this paragraph (a) grant any stock appreciation rights or grant any individual, corporation or other entity any right to acquire any shares of its capital stock (except for (i) regular quarterly cash dividends on Subject Company Common Stock and on Parent Common Stock at a rate equal to the rates paid by each of Subject Company and Parent, as the case may be, during the fiscal quarter immediately preceding the date hereof, as such consent not rates may be increased, in the case of Parent only, in the ordinary course of business consistent with past practice; provided, however, that no dividend shall be paid by Subject Company on Subject Company Common Stock if Subject Company shall be required to be unreasonably withheldborrow to do so; (ii) in the case of Subject Company 8.30% Preferred Stock and Parent Preferred Stock, conditioned for regular quarterly or delayedsemiannual cash dividends thereon at the rates set forth in the applicable certificate of incorporation or certificate of designation for such securities; (iii) dividends paid by any of the wholly owned Subsidiaries of each of Parent and Subject Company to Parent or Subject Company or any of their wholly owned Subsidiaries, respectively, provided that no such dividend shall cause Great Western Bank to cease to qualify as a "well capitalized" institution under 12 CFR Part 565; and (iv) in the case of Parent only, the issuance of employee stock options and restricted stock consistent with past practices); or issue any additional shares of capital stock except (A) pursuant to the exercise of stock options outstanding as of the date hereof or, in the case of Parent only, issued after the date hereof in a manner consistent with past practice, (B) in the case of Parent only, the award of restricted shares of Parent Common Stock in a manner consistent with respect to clauses (i)past practice, (kC) pursuant to the Subject Company Rights Agreement, (D) pursuant to the Parent Rights Agreement, (E) pursuant to contracts or agreements in force at the date of this Agreement and set out in Section 5.2 of the Subject Company Disclosure Schedule and Section 5.2 of the Parent Disclosure Schedule, as the case may be, and (lF) belowin connection with acquisitions and investments permitted by paragraph (c) hereof; (b) sell, Udemy shall nottransfer, and shall not permit mortgage, encumber or otherwise dispose of any of its Subsidiaries toproperties or assets to any individual, without the prior written consent of Coursera corporation or other entity (such consent not to be unreasonably withheld, conditioned or delayed): (a) incur, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy or any a direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy Subsidiary), or cancel, release or assign any indebtedness to any such person or any other direct or indirect wholly owned Udemy Subsidiaryclaims held by any such person, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiaryin each case that is material to such party, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause except (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice or (ii) pursuant to contracts or agreements in force at the date of this Agreement and not set out in Section 5.2 of the Subject Company Disclosure Schedule or Section 5.2 of the Parent Disclosure Schedule, as the case may be; (c) except for speculative purposes, (vi) indebtedness incurred in respect of letters of credit or other similar arrangements transactions in the ordinary course of business consistent with past practice, make any material acquisition or investment either by purchase of stock or securities, merger or consolidation, contributions to capital, property transfers, or purchases of any property or assets of any other individual, corporation or other entity other than a wholly owned Subsidiary thereof; provided, however, that subject to clause (viiiii) indebtedness arising from customary cash management of Section 5.1, Parent may enter into an agreement or agreements for, and treasury services and may consummate, business combination transactions with other companies provided that the honoring aggregate amount of checksassets of such companies does not exceed $5,000,000,000; provided, drafts further, however that, notwithstanding anything to the contrary contained herein, Parent shall not make any acquisition that would require it to register as a bank holding company under the Bank Holding Company Act of 1956, as amended; (d) in the case of the Subject Company, only enter into, renew or similar instruments against insufficient funds terminate any contract or from the endorsement of instruments for collectionagreement, in each case incurred other than loans made in the ordinary course of business business, that calls for aggregate annual payments of $500,000 and which is not either (i) terminable at will on 60 days or less notice without payment of a penalty or (ii) has a term of less than one year; or make any material change in any of its leases or contracts, other than renewals of contracts or leases for a term of one year or less without materially adverse changes to the terms thereof; (e) in the case of Subject Company only, other than general salary increases consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries increase in any material respect the compensation or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions fringe benefits of any of its employees or pay any pension or retirement allowance not required by any existing plan or agreement to any such Indebtedness are customary and reasonable market termsemployees or become a party to, (2) such Indebtedness is prepayable amend or redeemable at commit itself to any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage)pension, (3) none of the executionretirement, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock;profit-sharing or

Forbearances. During Except as set forth in Section 5.2 of the Subject Company Disclosure Schedule or Section 5.2 of the Parent Disclosure Schedule, as the case may be, as expressly contemplated or permitted by this Agreement, the Settlement Agreement, or the Fee Letters, as required by applicable law, rule or regulation, during the period from the date of this Agreement to the Effective Time or earlier valid termination of this Agreement, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy Disclosure Letter or the Coursera Disclosure Letter, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) belowTime, neither Udemy Parent nor Coursera Subject Company shall, and neither Udemy Parent nor Coursera Subject Company shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed):other: (a) incuradjust, assumesplit, guarantee combine or become liable reclassify any capital stock; make, declare or pay any dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any Indebtednessshares of its capital stock, or grant any stock appreciation rights or grant any individual, corporation or other than entity any right to acquire any shares of its capital stock (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiariesexcept for regular quarterly cash dividends on Subject Company Common Stock and on Parent Common Stock at a rate equal to the rates recently paid by each of Subject Company and Parent, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiariesthe case may be, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred such rates may be increased by either party in the ordinary course of business consistent with past practice and, in the case of Subject Company Preferred Stock and not Parent Preferred Stock, for speculative purposesregular quarterly or semiannual cash dividends thereon at the rates set forth in the applicable certificate of incorporation or certificate of designation for such securities and except for dividends paid by any of the wholly owned Subsidiaries of each of Parent and Subject Company to Parent or Subject Company or any of their wholly owned Subsidiaries, respectively, and except for the issuance of employee stock options and restricted stock consistent with past practices); or issue any additional shares of capital stock except pursuant to (A) the exercise of stock options outstanding as of the date hereof or issued after the date hereof in a manner consistent with past practice, (viB) indebtedness incurred the award of restricted shares of Subject Company Common Stock in respect a manner consistent with past practice, (C) the vesting of letters Performance Units outstanding as of credit the date hereof pursuant to Subject Company Stock Option Plans, (D) the Subject Company Rights Agreement, and (E) acquisitions and investments permitted by paragraph (c) hereof; (b) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any individual, corporation or other similar arrangements entity other than a direct or indirect wholly owned Subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, in each case that is material to such party, except (i) in the ordinary course of business consistent with past practice, (viiii) indebtedness arising from customary cash management and treasury services and pursuant to contracts or agreements in force at the honoring date of checks, drafts this Agreement or similar instruments against insufficient funds or from (iii) pursuant to plans disclosed in writing prior to the endorsement execution of instruments this Agreement to the other party; (c) except for collection, in each case incurred (i) transactions in the ordinary course of business consistent with past practice, and or (viiiii) Indebtedness acquisitions of Udemy and/or Udemy Subsidiaries an entity or Coursera and/or Coursera Subsidiariesbusiness having assets not exceeding 10% of the consolidated assets of Subject Company or Parent, as applicable, on a pro forma basis giving effect to such transaction, make any material acquisition or investment either by purchase of stock or securities, merger or consolidation, contributions to capital, property transfers, or purchases of any property or assets of any other individual, corporation or other entity other than a wholly owned Subsidiary thereof; (d) except for transactions in the ordinary course of business consistent with past practice, enter into or terminate any contract or agreement, or make any change in any of its leases or contracts, in each case that is material to such party, other than renewals of contracts and leases without materially adverse changes of terms thereof; (e) other than (i) in the ordinary course of business consistent with past practice, or (ii) in an aggregate principal amount not exceeding $10 million, increase in any material respect the compensation or fringe benefits of any of its employees or pay any pension or retirement allowance not required by any existing plan or agreement to exceed $5.0 million at any time outstandingsuch employees or become a party to, without taking into account amend or commit itself to any amounts permitted by clauses material pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee or accelerate the vesting of any stock options or other stock-based compensation; (if) through authorize or permit any of its officers, directors, employees or agents to directly or indirectly solicit, initiate or encourage any inquiries relating to, or the making of any proposal which constitutes, a Takeover Proposal (vii) of this Section 5.2(aas defined below); , or recommend or endorse any Takeover Proposal, or participate in any discussions or negotiations, or provide third parties with any nonpublic information, relating to any such inquiry or proposal or otherwise facilitate any effort or attempt to make or implement a Takeover Proposal, provided, in the case of this clause (viii)however, that (1) each of Parent and Subject Company may, and may authorize and permit its officers, directors, employees or agents to, provide third parties with nonpublic information, otherwise facilitate any effort or attempt by any third party to make or implement a Takeover Proposal, recommend or endorse any Takeover Proposal with or by any third party, and participate in discussions and negotiations with any third party relating to any Takeover Proposal, if such party's Board of Directors, after having consulted with and considered the material terms advice of outside counsel, has reasonably determined in good faith that the failure to do so would cause the members of such Board of Directors to breach their fiduciary duties under applicable law. Subject Company will immediately cease and conditions of cause to be terminated any such Indebtedness are customary and reasonable market termsactivities, (2) such Indebtedness is prepayable discussions or redeemable at any time (subject negotiations conducted prior to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance date of this Agreement with any parties other than Parent with respect to any of the foregoing. Each party shall immediately advise the other following the receipt by it of any Takeover Proposal and the details thereof, and advise the other of any developments with respect to such Takeover Proposal immediately upon the occurrence thereof. As used in this Agreement, "Takeover Proposal" shall mean, with respect to any person, any tender or exchange offer, proposal for a merger, consolidation or other business combination involving Subject Company or Parent or any of their respective Subsidiaries or any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the consummation assets of, Subject Company or Parent or any of their respective Subsidiaries other than the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise)permitted by this Agreement; (b) adjust, split, combine or reclassify any capital stock;

Forbearances. During the period from the date of this Agreement to until the Effective Time or earlier valid of the termination of this AgreementAgreement pursuant to Article 6 or the Effective Time, except (i) as expressly contemplated permitted by this Agreement (including as set forth in Section 5.2 of the Udemy Disclosure Letter or the Coursera Disclosure Letter, as applicable) or (ii) as required by applicable Law (but only following noticeLaw, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy Kinderhook shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera Community (such consent not to be unreasonably withheld, conditioned or delayed): (a) incuramend or propose to amend its Organizational Documents or any resolution or agreement concerning indemnification of its directors or officers; (b) (i) adjust, assumesplit, guarantee combine, subdivide or become liable reclassify any capital stock, (ii) make, declare, set aside or pay any dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any Indebtednessshares of its capital stock, other than (iA) intercompany Indebtedness among Udemy and/or wholly dividends paid by any of the Subsidiaries of Kinderhook to Kinderhook or any of its wholly-owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicable(B) regular quarterly cash dividends by Kinderhook at a rate not in excess of $0.25 per share of Kinderhook Common Stock with record and payment dates consistent with the comparable quarters in the prior year, except that with the consent of Community, not to be unreasonably withheld, conditioned or delayed, Kinderhook may adjust the declaration, record and/or payable dates with regard to Kinderhook’s last dividend prior to the Effective Time so that the amount of the final dividend prior to the Effective Time on Kinderhook Common Stock shall be adjusted to reflect the normal dividend rate of $0.25 per share multiplied by the number of days that have elapsed in that calendar quarter prior to Closing, divided by ninety (90), (iiC) guarantees dividends payable on the Kinderhook Preferred Stock in accordance with the terms of the Kinderhook Charter, and (D) dividends payable on the trust preferred securities issued by Udemy or any direct or indirect wholly owned Udemy Subsidiary Kinderhook and listed on Section 4.16 of Indebtedness the Kinderhook Disclosure Letter in accordance with the terms of Udemy or any other direct or indirect wholly owned Udemy Subsidiarythe applicable governing documents, (iii) guarantees by Coursera grant or issue any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera SubsidiaryRights, (iv) issue or otherwise permit to become outstanding, sell, pledge, dispose of, grant, transfer, lease, license, guarantee, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of its capital stock or Rights, other Indebtedness incurred by mutual written agreement than issuances of Udemy and CourseraKinderhook Common Stock upon the exercise of Kinderhook Warrants in existence on the date hereof pursuant to their terms or upon the conversion of shares of Kinderhook Preferred Stock outstanding on the date hereof in accordance with the terms of the Kinderhook Charter, or (v) Indebtedness make any material change in any instrument or Contract governing the terms of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, any of the type described in clause its securities; (ic) of the definition of Indebtedness incurred other than in the ordinary course of business consistent with past practice and not for speculative purposes(including by way of foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith), make any material investment (vieither by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets) in any other Person other than a wholly-owned Subsidiary of Kinderhook; (d) charge off (except as may otherwise be required by Law or by Regulatory Authorities or by GAAP) or sell (except in the ordinary course of business consistent with past practices) any of its portfolio of Loans; (e) terminate or allow to be terminated any of the policies of insurance it maintains on its business or property, cancel any material indebtedness incurred owing to it or any claims that it may have possessed, or waive any right of substantial value or discharge or satisfy any material noncurrent Liability; (f) enter into any material new line of business; (g) except in respect the ordinary course of letters business consistent with past practice: (i) lend any money or pledge any of its credit in connection with any aspect of its business whether as a guarantor, surety, issuer of a letter of credit or otherwise; (ii) mortgage or otherwise subject to any Lien, encumbrance or other similar arrangements Liability any of its assets; (iii) except for property held as other real estate owned, sell, assign or transfer any of its assets in excess of $25,000 in the aggregate for Kinderhook and its Subsidiaries; or (iv) incur any material Liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute or contingent), or cancel, release or assign any indebtedness of any Person or any claims against any Person, except pursuant to Contracts in force as of the date of this Agreement and disclosed in Section 3.2(k) of the Kinderhook Disclosure Letter or transfer, agree to transfer or grant, or agree to grant, a license to, any of its material Intellectual Property; (h) other than in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money (viiother than short-term indebtedness incurred to refinance short-term indebtedness (it being understood that for purposes of this Section 4.2(h), “short-term” shall mean maturities of six (6) indebtedness arising from customary cash management and treasury services and months or less)); or assume, guarantee, endorse or otherwise as an accommodation become responsible for the honoring obligations of checks, drafts or similar instruments against insufficient funds or from the endorsement any Person; (i) other than purchases of instruments for collection, in each case incurred investment securities in the ordinary course of business consistent with past practice, and materially restructure or materially change its investment securities portfolio or its gap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (viiij) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, except in the case ordinary course of this clause (viii)business, terminate, materially amend or modify or waive any material provision of, any material Contract other than any contract that (1) the terminates by its terms or normal renewals of Contracts without material terms and conditions adverse changes of any such Indebtedness are customary and reasonable market terms, or enter into any material Contract; (2k) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of as required under applicable Law or by Kinderhook Benefit Plans as in effect at the execution, delivery or performance date of this Agreement or the consummation as otherwise listed in Section 3.2(j)(i) of the transactions contemplated hereby Kinderhook Disclosure Letter, (i) adopt, enter into, establish, terminate, renew or amend any Benefit Plan (or communicate any intention to take any such action), (ii) change the compensation or benefits of any director, officer or other Service Provider with an annual base salary or wages that is reasonably anticipated to exceed $100,000 or, other than in the ordinary course of business consistent with past practice, of any other Service Provider, (iii) adopt, enter into or amend any collective bargaining agreement or any other similar agreement with any labor organization, group or association, (iv) adopt, enter into, establish, amend or grant any employment, severance, change in control, termination, deferred compensation, pension or retirement arrangement, (v) grant or pay any equity awards or other incentive compensation, or pay any bonus or incentive compensation under a pre-existing Kinderhook Benefit Plan in excess of the amount earned based on actual performance, (vi) accelerate any rights or benefits under any Kinderhook Benefit Plan, including accelerating the vesting of, or the lapsing of restrictions with respect to, any Kinderhook Restricted Shares or otherwise amend the terms of any outstanding SAR Rights, equity awards or equity-based awards, (vii) pay any severance in excess of what is legally required, (viii) take any action to fund or secure the payment of any amounts under any Kinderhook Benefit Plan, or change any assumptions used to calculate funding or contribution obligations under any Kinderhook Benefit Plan, other than as required by GAAP, or (ix) hire or terminate (other than for cause) any director, officer, or any other Service Provider with annual base salary or wages that is reasonably anticipated to exceed $100,000; (l) commence, settle or agree to settle any Litigation, except in the ordinary course of business consistent with past practice that (i) involves only the payment of money damages not in excess of $25,000 individually or $50,000 in the aggregate, (ii) does not involve the imposition of any equitable relief on, or the admission of wrongdoing by, Kinderhook or the applicable Subsidiary thereof and (iii) would not create precedent for claims that are reasonably likely to be consummated material to Kinderhook or any of its Subsidiaries, or, after the Closing, Community or any of its Subsidiaries; (m) materially revalue any of its assets or change any method of accounting or accounting practice used by it, other than changes required by GAAP or any Regulatory Authority; (i) file any Tax Return except in connection herewith shall conflict withthe ordinary course of business consistent with past practice or amend any Tax Return; (ii) settle or compromise any Tax Liability; (iii) make, change or revoke any Tax election or change any method of Tax accounting, except as required by applicable Law; (iv) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law); (v) surrender any claim for a refund of Taxes; or (vi) consent to any extension or waiver of the limitations period applicable to any claim or assessment with respect of Taxes; (o) change its fiscal or Tax year; (p) knowingly take, or knowingly omit to take, any action that is reasonably likely to result in any violation of the conditions to the Merger set forth in Article 5 not being satisfied; provided, that nothing in this Section 4.2(p) shall preclude Kinderhook from exercising its rights under Section 4.5 or default 4.11; (q) merge or consolidate itself or its Subsidiaries with or without notice or lapse of timeany other Person, or bothrestructure, reorganize or completely or partially liquidate or dissolve (or adopt or enter into a plan to effect any of the foregoing) under, or give rise to a right of termination, cancellation or acceleration of any obligation under itself or any of its Subsidiaries (other material right of the lenders (than mergers or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwiseconsolidations solely involving its Subsidiaries); (br) adjustacquire assets outside of the ordinary course of business consistent with past practice from any other Person with a value or purchase price in the aggregate in excess of $25,000; (s) enter into any Contract that would have been required to be disclosed in Section 3.2(k) of the Kinderhook Disclosure Letter had it been entered into prior to the execution of this Agreement; (t) make any material changes in the mix, splitrates, combine terms or reclassify maturities of Kinderhook Bank’s deposits or other Liabilities, except in a manner and pursuant to policies consistent with past practice and competitive factors in the market place; open any new branch or deposit taking facility; or close, relocate or materially renovate any existing branch or facility; (u) make any material changes in its policies and practices with respect to (i) underwriting, pricing, originating, acquiring, selling, servicing or buying or selling rights to service, Loans or (ii) investment, risk and asset liability management or hedging practices and policies, in each case except as may be required by such policies and practices or by any applicable laws, regulations, guidelines or policies imposed by any Governmental Authority; (v) make any Loans, or enter into any commitments to make Loans, which vary other than in immaterial respects from its written Loan policies, a true and correct copy of which policies has been provided to Community; provided, that this covenant shall not prohibit Kinderhook Bank from extending or renewing Loans in the ordinary course of business consistent with past lending practices or in connection with the workout or renegotiation of Loans currently in its Loan portfolio; (w) renew or enter into any non compete, exclusivity, non solicitation or similar agreement that would restrict or limit, in any material respect, the operations of Kinderhook or any of its Subsidiaries or, after the Effective Time, Community or any of its Subsidiaries; (x) waive any material benefits of, or agree to modify in any adverse respect, or fail to enforce, or consent to any matter with respect to which its consent is required under, any confidentiality, standstill or similar agreement to which Kinderhook or any of its Subsidiaries is a party; (y) engage in (or modify in a manner adverse to Kinderhook or its Subsidiaries) any transactions (except for any ordinary course banking relationships permitted under applicable Law) with any Affiliate or any director or officer thereof (or any Affiliate or immediate family member of any such Person or any Affiliate of such Person’s immediate family members); (z) except in the ordinary course of business consistent with past practice, enter into any new lease of real property or amend the terms of any existing lease of real property; (aa) incur or commit to incur any capital stock;expenditure or authorization or commitment with respect to them that, in the aggregate is in excess of $50,000, except as disclosed in the annual business plan or budget previously disclosed to Community; or (bb) agree or commit to take any of the actions prohibited by this Section 4.2.

Forbearances. During the period from the date of this Agreement to until the earlier of the Effective Time or earlier valid termination of and the date, if any, on which this AgreementAgreement is terminated pursuant to Section 8.1, except (i) as may be required by Law or a Governmental Entity, as required or expressly contemplated permitted by this Agreement (including or as set forth in Section 5.2 of the Udemy Company Disclosure Letter or the Coursera Disclosure LetterSchedule, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy Company shall not, and shall not permit any of its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of Coursera Buyer (such which prior written consent shall not to be unreasonably withhelddelayed, conditioned or delayedwithheld): (a) incurissue, assumedeliver, guarantee sell or become liable for any Indebtednessgrant, other than or encumber or pledge, or authorize the creation of (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries any units of its limited liability company interests, shares or Coursera and/or wholly owned Coursera Subsidiaries, as applicableother equity interests, (ii) guarantees any Company Voting Debt or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities; (b) (i) make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly cash distributions payable on a quarterly basis consistent with past practices and Company’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any cash dividend or distribution necessary for Company to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by Udemy or Company, (C) dividends payable by any direct or indirect wholly owned Udemy Consolidated Subsidiary of Indebtedness of Udemy Company to Company or any other another direct or indirect wholly owned Udemy SubsidiaryConsolidated Subsidiary of Company, or (D) a Portfolio Dividend; provided that any such dividend or distribution pursuant to clauses (A), (C) and (D) shall only be made, authorized, declared, paid or set aside if (1) if declared and paid in cash prior to the Determination Date and (2) if following the payment thereof, Company has sufficient cash remaining on hand on the Closing Date to enable it to make payment of the Transaction Expenses; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) guarantees by Coursera purchase, redeem or otherwise acquire, any shares of its capital stock or any direct rights, warrants or indirect wholly owned Coursera Subsidiary options to acquire, or securities convertible into, such capital stock; (c) sell, transfer, lease, mortgage, encumber or otherwise dispose of Indebtedness any of Coursera its assets or any properties, except for sales, transfers, leases, mortgages, encumbrances or other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred dispositions in the ordinary course of business consistent with past practice and not for speculative purposessuch party’s investment objectives and policies as publicly disclosed; (d) acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (vie) indebtedness incurred in respect of letters of credit amend the Company Certificate, the Company LLC Agreement or other Organizational Documents or similar arrangements Organizational Documents of any of its Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (h) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person; (i) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies entered into in the ordinary course of business; (j) file or amend any income or other material Tax Return other than in the ordinary course of business consistent with past practice; make, change or revoke any Tax election; change any accounting period or method with respect to Taxes; enter into any closing agreement; or settle or compromise any Tax liability or refund; request or surrender any right to claim a refund of Taxes; request any ruling with respect to Taxes; consent to any extension or waiver of the limitation period applicable to any Taxes of Company or any of its subsidiaries; (viik) indebtedness arising from customary cash management take any action, or fail to take any action, which action or failure to act is reasonably likely to cause the Company (i) to fail to qualify or not be subject to tax as a RIC for its current taxable year and treasury services and any other taxable year that includes the honoring Closing Date or (ii) to become liable for material U.S. federal income tax under Code Section 4982; (l) enter into any new line of checksbusiness (it being understood that this prohibition does not apply to any portfolio companies in which Company or any of its Consolidated Subsidiaries has made a debt or equity investment that is, drafts would or similar instruments against insufficient funds should be reflected in Company’s schedule of investments included in its quarterly or from annual periodic reports that are filed with the endorsement of instruments for collection, in each case incurred SEC); (m) other than in the ordinary course of business consistent with past practicepractice and Company’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute a Company Material Contract had it been entered into prior to the date of this Agreement; (n) other than in the ordinary course of business consistent with past practice and Company’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, material change in or material waiver under any Company Material Contract; (viiio) Indebtedness settle any Proceeding against Company, except for Proceedings that (i) are settled in the ordinary course of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, business consistent with past practice and Company’s investment objectives and policies as applicablepublicly disclosed, in an aggregate principal amount not to exceed in excess of $5.0 million at 250,000 in the aggregate (after reduction by any time outstandinginsurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of Company or any of its Consolidated Subsidiaries or, without taking into account after the Effective Time, Buyer, the Surviving Company or any amounts permitted by clauses of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault; (p) other than in the ordinary course of business and consistent with Company’s investment objectives and policies as publicly disclosed, (i) through (vii) of this Section 5.2(a); providedpay, in the case of this clause (viii)discharge or satisfy any Indebtedness for borrowed money, that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage)the payment, (3) none discharge or satisfaction required pursuant to the terms of outstanding debt of Company or its Consolidated Subsidiaries as in effect as of the execution, delivery or performance date of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in (ii) cancel any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (bq) adjustexcept as otherwise expressly contemplated by this Agreement, splitmerge or consolidate Company or any of its Consolidated Subsidiaries with any Person or enter into any other similar extraordinary corporate transaction with any Person, combine or reclassify adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Company or any capital stock;of its Consolidated Subsidiaries; or (r) agree to take, make any commitment to take, or adopt any resolutions of the Company Board authorizing, any of the actions prohibited by this Section 5.2.

Forbearances. During Without limiting the generality of Section 5.1 above, during the period from the date of this Original Agreement Date to the Dex Effective Time or earlier valid termination of this AgreementTime, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy SuperMedia Disclosure Letter Schedule or the Coursera Dex Disclosure LetterSchedule, as applicable) or (ii) , as required by applicable Law (but only following noticeLaw, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) belowor as expressly contemplated or permitted by this Agreement, neither Udemy SuperMedia nor Coursera Dex shall, and neither Udemy SuperMedia nor Coursera Dex shall permit any of their respective Subsidiaries SuperMedia Subsidiary or Dex Subsidiary, as applicable, to, without the prior written consent of the other party (such consent Dex or SuperMedia, as applicable, which shall not to be unreasonably withheld, conditioned delayed or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed):conditioned: (a) incur, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries other than dividends and distributions by a direct or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy indirect Subsidiary to such Party or to any direct or indirect wholly owned Udemy Subsidiary of Indebtedness such Party, declare, set aside or pay any dividends on, make any other distributions in respect of, or enter into any agreement with respect to the voting of, any of Udemy its capital stock, (ii) split, combine or reclassify any of its capital stock or any other direct or indirect wholly owned Udemy Subsidiaryof its securities, (iii) guarantees by Coursera except as described in Section 2.6(d) or 2.7(e), accelerate the vesting of any direct options, warrants or indirect wholly owned Coursera Subsidiary other rights of Indebtedness any kind to acquire shares of Coursera capital stock or any other direct or indirect wholly owned Coursera Subsidiary, (iv) purchase, redeem or otherwise acquire any shares of its capital stock or other Indebtedness incurred by mutual written agreement securities or any of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera its Subsidiaries, or any rights, warrants or options to acquire any such shares or other securities (other than the withholding of shares of common stock to satisfy the exercise price or Tax withholding upon the exercise of stock options, vesting of restricted shares or settlement of stock units or stock appreciation rights, in each case that are outstanding as applicable, of the type described Original Agreement Date in clause (i) accordance with their terms and such Party’s practices as of the definition Original Agreement Date); (b) issue, deliver, sell, pledge or otherwise encumber or subject to any Lien any shares of Indebtedness incurred its capital stock, any other voting securities, including any restricted shares of its common stock, or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities, including any stock options and unit awards (other than the issuance of its common stock upon the exercise of stock options, vesting of restricted shares or settlement of stock units, in each case that are outstanding as of the Original Agreement Date in accordance with their terms, and other than the issuance of Newco Common Stock pursuant to the Option (as defined in the Dex Pre-Pack Plan)); (c) amend its certificate of incorporation, bylaws or other comparable organizational documents or the organizational documents of any of its Subsidiaries; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing any assets or any equity securities of, or by any other manner, any business or any Person, or otherwise acquire or agree to acquire any assets, except for acquisitions of inventory or other similar assets in the ordinary course of business consistent with past practice and practice; provided, that the foregoing shall not for speculative purposesprohibit internal reorganizations or consolidations; (e) sell, assign, transfer, lease, license, mortgage or otherwise encumber or subject to any Lien (viother than Liens in connection with any Indebtedness permitted under Section 5.2(f)), or otherwise dispose of (i) indebtedness incurred any of its properties or assets (including capital stock in respect any of letters of credit its Subsidiaries) or create any security interest in such assets or properties other similar arrangements than in the ordinary course of business consistent with past practice, or (viiii) indebtedness arising except as contemplated in the SuperMedia Financing Amendments or the Dex Financing Amendments, any SuperMedia IP owned by SuperMedia or the SuperMedia Subsidiaries or any Dex IP owned by Dex or the Dex Subsidiaries, as applicable, except for non-exclusive licenses of Intellectual Property made in the ordinary course of business consistent with past practice; (f) except for borrowings under existing credit facilities (or renewals, extensions or replacements therefor that do not increase the aggregate amount available thereunder and that do not provide for any termination fees or Table of Contents penalties, prohibit pre-payments or provide for any pre-payment penalties, or contain any like provisions limiting or otherwise affecting the ability of such Party or its applicable Subsidiaries or successors from customary cash management and treasury services and the honoring of checksterminating or pre-paying such facilities, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collectioncontain financial terms less favorable, in each case the aggregate, than existing credit facilities, and as they may be so renewed, extended or replaced) that are incurred in the ordinary course of business consistent with past practice, and or for borrowings or other lines of credit or refinancing of indebtedness outstanding on the Original Agreement Date in additional amounts not to exceed $5,000,000, or Indebtedness owed by any wholly owned Subsidiary to such Party or any other wholly owned Subsidiary of such Party, or as contemplated by Section 6.14, incur, redeem, prepay, defease, cancel, or modify the terms of, any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for the obligations of any Person (viii) Indebtedness other than any of Udemy and/or Udemy its wholly owned Subsidiaries), or make any loans or advances to any Person other than to its wholly owned Subsidiaries or Coursera and/or Coursera as a result of ordinary advances and reimbursements to employees; (g) change in any material respect its accounting methods (or underlying assumptions), principles or practices affecting its assets, liabilities or business, including any reserving, renewal or residual method, practice or policy, in each case, in effect on the Original Agreement Date, except as required by changes in GAAP or regulatory accounting principles; (h) enter into any new line of business or change in any material respect the operating, asset liability, investment or risk management or other similar policies of it or any of its Subsidiaries; (i) make any investment in or loan to any Person in excess of $5,000,000 in the aggregate, whether by purchase of stock or securities, contributions to capital, property transfers, or entering into binding agreements with respect to any such investment, loan or acquisition; (j) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, settle any material Tax claim or assessment or surrender any right to claim a refund of a material amount of Taxes; (k) except as expressly permitted by any other provision of this Section 5.2 or as set forth in the SuperMedia Disclosure Schedule or the Dex Disclosure Schedule, amend, terminate or waive any material provision of any SuperMedia Material Contract, SuperMedia IP Contract, Dex Material Contract or Dex IP Contract, as applicable (the “Material Contracts”), or enter into or renew any agreement or contract or other binding obligation that is or, if it were on place as of the Original Agreement Date, would be a Material Contract (other than normal renewals of such Contracts without materially adverse changes, additions or deletions of terms); (l) make or incur, or enter into any Contract obligating such Party to incur, any capital or operating expenditures in excess of $5,000,000 in the aggregate, except for capital or operating expenditures contemplated in such party’s existing plan for annual capital or operating expenditures for 2012, which plan has been made available to the Other Party prior to the Original Agreement Date; (m) except as required by agreements or instruments in effect on the Original Agreement Date, alter in any material respect, or enter into any commitment to alter in any material respect, any material interest in any corporation, association, joint venture, partnership or business entity in which such Party directly or indirectly holds any equity or ownership interest on the Original Agreement Date; (n) except as required by the terms of SuperMedia Benefit Plans or SuperMedia Employment Agreements, or the terms of Dex Benefit Plans or Dex Employment Agreements, as applicable, as in an aggregate principal amount effect on the Original Agreement Date or as required by applicable Law or as provided by this Agreement, (i) grant or pay to any current or former director, officer, employee or consultant of Dex or any Dex Subsidiary or SuperMedia or any SuperMedia Subsidiary any increase in compensation, except for salary or wage increases in the ordinary course Table of Contents of business consistent with past practice, (ii) grant, pay, promise to pay, or enter into any SuperMedia Benefit Plan or SuperMedia Employment Agreement or Dex Benefit Plan or Dex Employment Agreement (as applicable) to pay, to any current or former director, officer, employee, consultant or service provider of SuperMedia or any SuperMedia Subsidiary or Dex or Dex Subsidiary (as applicable) any severance or termination pay or any increase in severance or termination pay, (iii) increase the compensation or benefits provided under any SuperMedia Benefit Plan, SuperMedia Employment Agreement, Dex Benefit Plan or Dex Employment Agreement, (iv) enter into or modify the terms of any equity-based award granted under any SuperMedia Stock Plan or Dex Stock Plan, (v) make any discretionary contributions or payments with respect to any SuperMedia Benefit Plan, SuperMedia Employment Agreement, Dex Benefit Plan, or Dex Employment Agreement to any trust or other funding vehicle, other than the issuance of Newco Common Stock pursuant to the Option (as defined in the Dex Pre-Pack Plan), (vi) accelerate the payment or vesting of any payment or benefit provided or to be provided to any director, officer, employee or consultant of SuperMedia or any SuperMedia Subsidiary or Dex or any Dex Subsidiary or otherwise pay any amounts not due such individual, (vii) enter into any new or amend or modify any existing SuperMedia Employment Agreement or Dex Employment Agreement (or agreement that would be a SuperMedia Employment Agreement or Dex Employment Agreement if in effect on the Original Agreement Date), other than employment agreements for new hires with total compensation not to exceed $5.0 million at 300,000, (viii) establish any time outstandingnew or amend or modify any existing SuperMedia Benefit Plans or Dex Benefit Plan (or plans that would be a SuperMedia Benefit Plan or Dex Benefit Plan if in effect on the Original Agreement Date) or (ix) establish, without taking adopt or enter into account any amounts permitted by clauses collective bargaining agreement other than a renewal of or successor to an existing collective bargaining agreement on terms no less favorable to SuperMedia or Dex (as applicable); (o) except as set forth in the SuperMedia Disclosure Schedule or the Dex Disclosure Schedule, pay, discharge, settle or compromise any Action, other than any such payment, discharge, settlement or compromise (i) through in the ordinary course of business consistent with past practice that involves solely money damages in an amount not in excess of $1,000,000 individually or $2,000,000 in the aggregate, and that does not create binding precedent for other pending or potential Actions, or (viiii) pursuant to the terms of any Contract in effect on the Original Agreement Date (copies of which have been provided to the Other Party prior to the Original Agreement Date); (p) take any action, or knowingly fail to take any action within its control, which action or failure to act would be reasonably expected to prevent the Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of this Section 5.2(a); provided, the Code; (q) except in the case reasonable business judgment of this clause the holder of such Intellectual Property, let lapse, fail to maintain, abandon or cancel any applied for, patented or registered SuperMedia IP owned by SuperMedia or any SuperMedia Subsidiary or any registered Dex IP owned by Dex or any Dex Subsidiary; (viii)r) adopt or enter into a plan of complete or partial liquidation, that dissolution, restructuring, recapitalization or other reorganization of such Party or any of its Subsidiaries, other than pursuant to Section 6.17; (1s) fail to maintain in full force and effect the material terms insurance policies covering such Party and conditions of its Subsidiaries and their respective properties, assets and business in a form and amount consistent with past practices; (t) open any such Indebtedness are customary and reasonable market termsmaterial new offices or facilities or relocate or close any material existing offices or facilities or implement any layoffs implicating the WARN Act, (2) such Indebtedness is prepayable or redeemable at file any time (subject application with any Governmental Entity to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none do any of the executionforegoing, delivery except for openings, closings, relocations and layoffs in progress on the Original Agreement Date or performance planned on the Original Agreement Date and disclosed in Section 5.2(t) of this Agreement the SuperMedia Disclosure Schedule or the consummation Dex Disclosure Schedule, as applicable; (u) except as required by applicable Law, convene any regular or special meeting (or any adjournment thereof) of the transactions contemplated hereby stockholders of SuperMedia or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera SubsidiaryDex, as applicable, under, or result in other than the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock;SuperMedia Stockholder

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier valid termination of this AgreementTime, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy Disclosure Letter or the Coursera Disclosure Letter, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy CSB shall not, and shall not permit any of its Subsidiaries to, in each case without the prior written consent of Coursera First Charter (such consent not and CSB shall provide First Charter with prompt notice of any events referred to be unreasonably withheld, conditioned or delayedin this SECTION 7.02 occurring after the date hereof): (a) incur, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice and not for speculative purposes, (vi) indebtedness incurred in respect of letters of credit or other similar arrangements in the ordinary course of business consistent with past practice, incur any indebtedness or other obligation for borrowed money (vii) other than short-term indebtedness arising from customary cash management incurred to refinance short-term indebtedness, it being understood and treasury services agreed that incurrence of indebtedness in the ordinary course of business shall include, without limitation, the creation of deposit liabilities, purchases of federal funds, sales of certificates of deposit and entering into repurchase agreements), assume, guarantee, endorse or otherwise as an accommodation become responsible for the honoring obligations of checksany other individual, drafts corporation or similar instruments against insufficient funds other entity, or from the endorsement of instruments for collection, in each case incurred make any loan or advance other than in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock or otherwise make any change with respect to its authorized capital stock; make, declare or pay any dividend or make any other distribution with respect to, or directly or indirectly redeem, purchase, exchange or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock, or grant any stock appreciation rights or grant any individual, corporation or other entity any right to acquire any shares of its capital stock or any right to acquire cash based on the market value of CSB Common Stock; or issue any additional shares of capital stock, or any securities or obligations convertible into or exchangeable for any shares of its capital stock, except for the issuance of CSB Common Stock pursuant to the exercise of CSB Options outstanding as of the date hereof or pursuant to the Stock Option Agreement; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any individual, corporation or other entity (including without limitation any shares of capital stock of any of its Subsidiaries), or cancel, release or assign any indebtedness to any such person or any claims held by any such person; (d) except for purchases of U.S. Treasury securities which have maturities of three years or less, make any material investment either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets of, or otherwise acquire direct or indirect control over any other Person;

Forbearances. During the period from the date of this Agreement to the earlier of the Effective Time or earlier valid the termination of this Agreement, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy Disclosure Letter or the Coursera Disclosure Letter, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera Sterling (such consent not and the Company shall provide Sterling with prompt notice of any events referred to be unreasonably withheld, conditioned or delayedin this Section 7.02 occurring after the date hereof): (a) incurother than in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money (other than short-term indebtedness incurred to refinance short-term indebtedness and indebtedness of the Company or any of its Subsidiaries to the Company or any of its Subsidiaries; it being understood and agreed that incurrence of indebtedness in the ordinary course of business shall include, without limitation, the creation of deposit liabilities, purchases of federal funds, and sales of certificates of deposit), assume, guarantee guarantee, endorse or otherwise as an accommodation become liable responsible for the obligations of any Indebtednessother Person, or make any loan or advance other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice and not for speculative purposes, (vi) indebtedness incurred in respect of letters of credit or other similar arrangements in the ordinary course of business consistent with past practice, (vii) indebtedness arising from customary cash management and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise)prudent banking practices; (b) adjust, split, combine or reclassify any capital stock; make, declare or pay any dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock, grant any stock options or stock awards, or grant any Person any right to acquire any shares of its capital stock; or issue any additional shares of capital stock (except upon exercise and conversion of Company Options, as provided in Section 3.03 and Section 8.06), or any securities or obligations convertible into or exchangeable for any shares of its capital stock; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any Person, or cancel, release or assign any indebtedness to such Person or any claims held by any such Person, except in the ordinary course of business consistent with past practice and prudent banking practices or pursuant to contracts or agreements in force at the date of this Agreement;

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier valid termination of this AgreementTime, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy HBE Disclosure Letter Schedules or the Coursera SFS Disclosure LetterSchedules, as applicable) the case may be, and, except as expressly contemplated or (ii) as required permitted by applicable Law (but only following noticethis Agreement, to the extent legally permissible, to Plan of Merger or the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) belowHBE Stock Option Agreement, neither Udemy SFS nor Coursera HBE shall, and neither Udemy nor Coursera shall SFS or HBE permit any of their respective the SFS Subsidiaries or the HBE Bank, respectively to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed):other: (a) incur, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice and not for speculative purposes, (vi) indebtedness incurred in respect of letters of credit or other similar arrangements in the ordinary course of business consistent with past practice, (viii) incur any indebtedness arising from customary cash management and treasury services and the honoring for borrowed money (other than pursuant to existing lines of checks, drafts credit or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case short-term indebtedness incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness indebtedness of Udemy and/or Udemy HBE to the HBE Bank or of the HBE Bank to HBE, or indebtedness of SFS to any of the SFS Subsidiaries or Coursera and/or Coursera Subsidiariesof any of the SFS Subsidiaries to SFS, as applicable, it being understood and agreed that incurrence of indebtedness in an aggregate principal amount not to exceed $5.0 million at any time outstandingthe ordinary course of business shall include, without taking limitation, the creation of deposit liabilities, purchases of Federal funds, Federal Home Loan Bank borrowings, sales of certificates of deposit and entering into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakagerepurchase agreements), (3ii) none of assume, guarantee, endorse or otherwise as an accommodation become responsible for the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration obligations of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiaryindividual, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants corporation or other rights to acquire entity; or (iii) make any debt securities (directly, contingently loan or otherwise)advance; (b) (i) adjust, split, combine or reclassify any capital stock, (ii) make, declare or pay any dividend or make any other distribution on, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock (except (A) in the case of SFS, for regular quarterly cash dividends at a rate not in excess of $0.12 per share of SFS Common Stock, and (B) in the case of HBE, for regular quarterly cash dividends at a rate not in excess of $0.10 per share of HBE Common Stock); (iii) directly or indirectly redeem, purchase or otherwise acquire any shares of capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock; (iv) grant any stock appreciation rights or grant any individual, corporation or other entity any right to acquire any shares of its capital stock, or (v) issue any additional shares of capital stock (except pursuant to (A) the exercise of stock options outstanding as of the date of this Agreement, or (B) the HBE Stock Option Agreement); (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any individual, corporation or other entity other than a Subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, except in the ordinary course of business consistent with past practice or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for transactions in the ordinary course of business consistent with past practice or pursuant to contracts or agreements in force at the date of this Agreement, make any material investment either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets of any other individual, corporation or other entity other than a Subsidiary thereof or any existing joint venture to which HBE or SFS is a party; (e) except for transactions in the ordinary course of business consistent with past practice, enter into or terminate any material contract or agreement, or make any change in any of its material leases or contracts, other than renewals of contracts and leases without material adverse changes of terms; (f) other than in the ordinary course of business consistent with past practice, or as required by law, increase in any manner the compensation or fringe benefits of any of its employees, or pay any pension or retirement allowance not required by any existing plan or agreement to any such employees or become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee; (g) grant, amend or modify in any material respect any stock option, stock awards or other stock based compensation, except as contemplated in Section 1.5(c) hereof; (h) pay, discharge or satisfy any material claims, liabilities or obligations (whether absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice (which includes the payment of final and unappealable judgments) or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (or the notes thereto) of such party included in such party's reports filed with the SEC, or incurred in the ordinary course of business consistent with past practice; (i) take any action that would prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code; provided, however, that nothing contained herein shall limit the ability of HBE or SFS to exercise its rights under the HBE Stock Option Agreement; (j) amend its articles of incorporation (other than, in the case of SFS, to increase the amount of its authorized common stock) or its bylaws; (k) other than in prior consultation with the other party to this Agreement, restructure or materially change its investment securities portfolio or its gap position, through purchases, sales, or otherwise, or the manner in which the portfolio is classified or reported; (l) take any action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Merger set forth in Article VII not being satisfied or in a violation of any provision of this Agreement, the Plan of Merger or the HBE Stock Option Agreement, except, in every case, as may be required by applicable law; or (m) agree to, or make any commitment to, take any of the actions prohibited by this Section 5.2.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier valid termination of this AgreementTime, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy OSB Disclosure Letter Schedules or the Coursera FCB Disclosure LetterSchedules, as applicable) the case may be, and, except as expressly contemplated or (ii) as required permitted by applicable Law (but only following noticethis Agreement, to the extent legally permissible, to Plan of Merger or the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) belowOption Agreements, neither Udemy FCB nor Coursera OSB shall, and neither Udemy nor Coursera shall FCB or OSB permit any of their respective the FCB Subsidiaries or OSB Subsidiaries, respectively to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed):other: (a) incur, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice and not for speculative purposes, (vi) indebtedness incurred in respect of letters of credit or other similar arrangements in the ordinary course of business consistent with past practice, (viii) incur any indebtedness arising from customary cash management and treasury services and the honoring for borrowed money (other than pursuant to existing lines of checks, drafts credit or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case short-term indebtedness incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness indebtedness of Udemy and/or Udemy OSB to any of the OSB Subsidiaries or Coursera and/or Coursera Subsidiariesof any of the OSB Subsidiaries to OSB, as applicableor indebtedness of FCB to any of the FCB Subsidiaries or of any of the FCB Subsidiaries to FCB, it being understood and agreed that incurrence of indebtedness in an aggregate principal amount not to exceed $5.0 million at any time outstandingthe ordinary course of business shall include, without taking limitation, the creation of deposit liabilities, purchases of Federal funds, sales of certificates of deposit and entering into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakagerepurchase agreements), (3ii) none of assume, guarantee, endorse or otherwise as an accommodation become responsible for the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration obligations of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiaryindividual, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants corporation or other rights to acquire entity; or (iii) make any debt securities (directly, contingently loan or otherwise)advance; (b) (i) adjust, split, combine or reclassify any capital stock, (ii) make, declare or pay any dividend or make any other distribution on, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock (except (A) in the case of FCB, for regular quarterly cash dividends at a rate not in excess of $0.18 per share of FCB Common Stock, and (B) in the case of OSB, for regular quarterly cash dividends at a rate not in excess of $0.16 per share of OSB Common Stock); (iii) directly or indirectly redeem, purchase or otherwise acquire any shares of capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock (except (A) in the case of FCB, repurchases of FCB Common Stock in the open market or in privately negotiated transactions, provided that written notice of any such repurchase is given to OSB as soon as is practicable thereafter, and (B) in the case of OSB, repurchases of OSB Common Stock in the open market or in privately negotiated transactions, provided that written notice of any such repurchase is given to FCB as soon as practicable thereafter); (iv) grant any stock appreciation rights or grant any individual, corporation or other entity any right to acquire any shares of its capital stock, or (iv) issue any additional shares of capital stock (except pursuant to (A) the exercise of stock options outstanding as of the date of this Agreement, or (B) the Option Agreements); (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any individual, corporation or other entity other than a Subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, except in the ordinary course of business consistent with past practice or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for transactions in the ordinary course of business consistent with past practice or pursuant to contracts or agreements in force at the date of this Agreement, make any material investment either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets of any other individual, corporation or other entity other than a Subsidiary thereof or any existing joint venture to which OSB or FCB is a party; (e) except for transactions in the ordinary course of business consistent with past practice, enter into or terminate any material contract or agreement, or make any change in any of its material leases or contracts, other than renewals of contracts and leases without material adverse changes of terms; (f) other than in the ordinary course of business consistent with past practice, increase in any manner the compensation or fringe benefits of any of its employees (it being understood and agreed that an increase in any manner the compensation of any employee in the ordinary course of business consistent with past practice shall include, without limitation, an increase in Mr. Rothenbach's base salary to an amount not to e▇▇▇▇▇ $▇▇▇,▇▇▇ ▇nnually), or pay any pension or retirement allowance not required by any existing plan or agreement to any such employees or become a 49 party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee; PROVIDED, HOWEVER, that (i) any bonus paid any officer of FCB or the FCB Subsidiaries shall not exceed 115% of such bonus paid to such individual for the immediately preceding fiscal year and (ii) any bonus paid by OSB or the OSB Subsidiaries to (a) James J. Rothenbach shall not exceed 30% of his 19▇▇ ▇▇▇▇ ▇▇▇▇▇▇, (▇) any Vice President of OSB or the OSB Subsidiaries shall not exceed 15% of each individual's 1996 base salary, and (c) all other employees of OSB or the OSB Subsidiaries shall not exceed $30,000 in the aggregate for any fiscal year; (g) grant, amend or modify in any material respect any stock option, stock awards or other stock based compensation, except that OSB and FCB may modify their respective stock options and OSB may modify stock awards previously granted under the OSB MRP which are outstanding as of the date of this Agreement in each case solely to provide full vesting conditioned upon and effective as of the Closing Date. (h) pay, discharge or satisfy any material claims, liabilities or obligations (whether absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice (which includes the payment of final and unappealable judgments) or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (or the notes thereto) of such party included in such party's reports filed with the SEC, or incurred in the ordinary course of business consistent with past practice; (i) take any action that would prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code; PROVIDED, HOWEVER, that nothing contained herein shall limit the ability of OSB or FCB to exercise its rights under the OSB Option Agreement or the FCB Option Agreement, as the case may be; (j) amend its articles of incorporation or its bylaws; (k) other than in prior consultation with the other party to this Agreement, restructure or materially change its investment securities portfolio or its gap position, through purchases, sales, or otherwise, or the manner in which the portfolio is classified or reported; (l) take any action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Merger set forth in Article VII not being satisfied or in a violation of any provision of this Agreement, the Plan of Merger or the Option Agreements, except, in every case, as may be required by applicable law; or (m) agree to, or make any commitment to, take any of the actions prohibited by this Section 5.2.

Forbearances. During the period from the date of this Agreement to until the Effective Time or earlier valid of the termination of this AgreementAgreement pursuant to Article 6 or the Effective Time, except (i) as expressly contemplated permitted by this Agreement (including as set forth in Section 5.2 of the Udemy Disclosure Letter or the Coursera Disclosure Letter, as applicable) or (ii) as required by applicable Law (but only following noticeLaw, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy Elmira shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera Community (such consent not to be unreasonably withheld, conditioned or delayed): (a) incuramend or propose to amend its Organizational Documents or any resolution or agreement concerning indemnification of its directors or officers; (b) (i) adjust, assumesplit, guarantee combine, subdivide or become liable reclassify any capital stock, (ii) make, declare, set aside or pay any dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any Indebtednessshares of its capital stock, other than (iA) intercompany Indebtedness among Udemy and/or wholly the acceptance of shares of Elmira Common Stock as payment for the exercise of Elmira Stock Options or for withholding taxes incurred in connection with the exercise of Elmira Stock Options or the vesting or settlement of Elmira Restricted Shares, in each case in the ordinary course of business and in accordance with the terms of the applicable award agreements in effect on the date hereof, (B) dividends paid by any of the Subsidiaries of Elmira to Elmira or any of its wholly-owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicableand (C) regular quarterly cash dividends by Elmira at a rate not in excess of $0.15 per share of Elmira Common Stock with record and payment dates consistent with the comparable quarters in the prior year, except that with the consent of Community, not to be unreasonably withheld, conditioned or delayed, Elmira may adjust the declaration, record and/or payable dates with regard to Elmira’s last dividend prior to the Effective Time so that the amount of the final dividend prior to the Effective Time on Elmira Common Stock shall be adjusted to reflect the normal dividend rate of $0.15 per share multiplied by the number of days that have elapsed in that calendar quarter prior to Closing, divided by ninety (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary90), (iii) guarantees by Coursera issue or otherwise permit to become outstanding, sell, pledge, dispose of, grant, transfer, lease, license, guarantee, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any direct shares of its capital stock or indirect wholly owned Coursera Subsidiary Rights, except pursuant to the exercise of Indebtedness Elmira Stock Options or the vesting or settlement of Coursera Elmira Restricted Shares, in each case, granted under the Elmira Benefit Plans prior to the date of this Agreement, or any other direct except as set forth in Section 4.2(b)(iii) of the Elmira Disclosure Letter, or indirect wholly owned Coursera Subsidiary, (iv) make any material change in any instrument or Contract governing the terms of any of its securities; (c) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred than in the ordinary course of business consistent with past practice and not for speculative purposes(including by way of foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith), make any material investment (vieither by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets) in any other Person other than a wholly-owned Subsidiary of Elmira; (d) except as described in Section 4.2(d) of the Elmira Disclosure Letter, charge off (except as may otherwise be required by Law or by Regulatory Authorities or by GAAP) or sell (except in the ordinary course of business consistent with past practices) any of its portfolio of Loans; (e) terminate or allow to be terminated any of the policies of insurance it maintains on its business or property, cancel any material indebtedness incurred owing to it or any claims that it may have possessed, or waive any right of substantial value or discharge or satisfy any material noncurrent Liability; (f) enter into any material new line of business; (g) except in respect the ordinary course of letters business consistent with past practice: (i) lend any money or pledge any of its credit in connection with any aspect of its business whether as a guarantor, surety, issuer of a letter of credit or otherwise; (ii) mortgage or otherwise subject to any Lien, encumbrance or other similar arrangements Liability any of its assets; (iii) except for property held as other real estate owned, sell, assign or transfer any of its assets in excess of $25,000 in the aggregate for Elmira and its Subsidiaries; or (iv) incur any material Liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute or contingent), or cancel, release or assign any indebtedness of any Person or any claims against any Person, except pursuant to Contracts in force as of the date of this Agreement and disclosed in Section 3.2(l) of the Elmira Disclosure Letter or transfer, agree to transfer or grant, or agree to grant, a license to, any of its material Intellectual Property; (h) other than in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money (viiother than short-term indebtedness incurred to refinance short-term indebtedness (it being understood that for purposes of this Section 4.2(h), “short-term” shall mean maturities of six (6) indebtedness arising from customary cash management and treasury services and months or less)); or assume, guarantee, endorse or otherwise as an accommodation become responsible for the honoring obligations of checks, drafts or similar instruments against insufficient funds or from the endorsement any Person; (i) other than purchases of instruments for collection, in each case incurred investment securities in the ordinary course of business consistent with past practice, and materially restructure or materially change its investment securities portfolio or its gap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (viiij) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, except in the case ordinary course of this clause (viii)business, terminate, materially amend or modify or waive any material provision of, any material Contract other than any contract that (1) the terminates by its terms or normal renewals of Contracts without material terms and conditions adverse changes of any such Indebtedness are customary and reasonable market terms, or enter into any material Contract; (2k) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of as required under applicable Law or by Elmira Benefit Plans as in effect at the execution, delivery or performance date of this Agreement or the consummation as otherwise listed in Section 3.2(k)(i) of the transactions contemplated hereby Elmira Disclosure Letter, (i) adopt, enter into, establish, terminate, renew or amend any Benefit Plan (or communicate any intention to take any such action), (ii) change the compensation or benefits of any director, officer or other Service Provider other than in the ordinary course of business consistent with past practice, provided that no increase in compensation or benefits of any director, officer or other Service Providers in the aggregate shall exceed 3.5%, (iii) adopt, enter into or amend any collective bargaining agreement or any other similar agreement with any labor organization, group or association, (iv) adopt, enter into, establish, amend or grant any employment, severance, change in control, termination, deferred compensation, pension or retirement arrangement, (v) grant or pay any equity awards or other incentive compensation, or pay any bonus or incentive compensation under a pre-existing Elmira Benefit Plan in excess of the amount earned based on actual performance, (vi) accelerate any rights or benefits under any Elmira Benefit Plan, including accelerating the vesting of, or the lapsing of restrictions with respect to, any Elmira Restricted Shares or otherwise amend the terms of any outstanding Elmira Stock Options, equity awards or equity-based awards, (vii) pay any severance in excess of what is legally required, (viii) take any action to fund or secure the payment of any amounts under any Elmira Benefit Plan, or change any assumptions used to calculate funding or contribution obligations under any Elmira Benefit Plan, other than as required by GAAP, or (ix) hire or terminate (other than for cause) any director, officer, or any other Service Provider with annual base salary or wages that is reasonably anticipated to exceed $80,000; (l) commence, settle or agree to settle any Litigation, except in the ordinary course of business consistent with past practice that (i) involves only the payment of money damages not in excess of $25,000 individually or $50,000 in the aggregate, (ii) does not involve the imposition of any equitable relief on, or the admission of wrongdoing by, Elmira or the applicable Subsidiary thereof and (iii) would not create precedent for claims that are reasonably likely to be consummated material to Elmira or any of its Subsidiaries, or, after the Closing, Community or any of its Subsidiaries; (m) materially revalue any of its assets or change any method of accounting or accounting practice used by it, other than changes required by GAAP or any Regulatory Authority; (i) file any Tax Return except in connection herewith shall conflict withthe ordinary course of business consistent with past practice or amend any Tax Return; (ii) settle or compromise any Tax Liability; (iii) make (except in the ordinary course of business consistent with past practice), change or revoke any Tax election or change any method of Tax accounting, except as required by applicable Law; (iv) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law); (v) surrender any claim for a refund of Taxes; or (vi) consent to any extension or waiver of the limitations period applicable to any claim or assessment with respect of Taxes; (o) change its fiscal or Tax year; (p) knowingly take, or knowingly omit to take, any action that is reasonably likely to result in any violation of the conditions to the First Step Merger set forth in Article 5 not being satisfied; provided, that nothing in this Section 4.2(p) shall preclude Elmira from exercising its rights under Section 4.5 or default Section 4.11; (q) merge or consolidate itself or its Subsidiaries with or without notice or lapse of timeany other Person, or bothrestructure, reorganize or completely or partially liquidate or dissolve (or adopt or enter into a plan to effect any of the foregoing) under, or give rise to a right of termination, cancellation or acceleration of any obligation under itself or any of its Subsidiaries (other material right of the lenders (than mergers or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwiseconsolidations solely involving its Subsidiaries); (br) adjustacquire assets outside of the ordinary course of business consistent with past practice from any other Person with a value or purchase price in the aggregate in excess of $25,000; (s) enter into any Contract that would have been required to be disclosed in Section 3.2(l) of the Elmira Disclosure Letter had it been entered into prior to the execution of this Agreement; (t) make any material changes in the mix, splitrates, combine terms or reclassify maturities of Elmira’s deposits or other Liabilities, except in a manner and pursuant to policies consistent with past practice and competitive factors in the market place; except as set forth in Section 4.2(t) of the Elmira Disclosure Letter, open any new branch or deposit taking facility; or close, relocate or materially renovate any existing branch or facility; (u) make any material changes in its policies and practices with respect to (i) underwriting, pricing, originating, acquiring, selling, servicing or buying or selling rights to service, Loans or (ii) investment, risk and asset liability management or hedging practices and policies, in each case except as may be required by such policies and practices or by any applicable laws, regulations, guidelines or policies imposed by any Governmental Authority; (v) except for Loans or commitments for Loans (or renewals or extensions thereof) that have previously been approved by Elmira prior to the date hereof, make or acquire or issue a commitment for (or renew or extend), (i) any Loans that vary in any material respect from Elmira’s written Loan policies, (ii) any commercial real estate loan in an original principal amount in excess of $1,000,000, (iii) any residential loan originated for retention in the loan portfolio in an original principal amount in excess of $500,000 or with loan to value ratios in excess of Elmira’s internal polices as in effect on the date hereof or (iv) any commercial and industrial loan in an original principal amount in excess of $1,000,000; provided that for the purpose of this paragraph, the consent of Community shall be deemed received unless Community objects in writing by the close of business on the second Business Day after receipt of written notice from Elmira, including the loan package and any other information reasonably requested by Community; (w) renew or enter into any non-compete, exclusivity, non-solicitation or similar agreement that would restrict or limit, in any material respect, the operations of Elmira or any of its Subsidiaries or, after the Effective Time, Community or any of its Subsidiaries; (x) waive any material benefits of, or agree to modify in any adverse respect, or fail to enforce, or consent to any matter with respect to which its consent is required under, any confidentiality, standstill or similar agreement to which Elmira or any of its Subsidiaries is a party; (y) engage in (or modify in a manner adverse to Elmira or its Subsidiaries) any transactions (except for any ordinary course banking relationships permitted under applicable Law) with any Affiliate or any director or officer thereof (or any Affiliate or immediate family member of any such Person or any Affiliate of such Person’s immediate family members); (z) except in the ordinary course of business consistent with past practice, enter into any new lease of real property or amend the terms of any existing lease of real property; (aa) incur or commit to incur any capital stock;expenditure or authorization or commitment with respect to them that, in the aggregate is in excess of $50,000, except as disclosed in the annual business plan or budget previously disclosed to Community; or (bb) agree or commit to take any of the actions prohibited by this Section 4.2.

Forbearances. During Cause the period from the date of this Agreement to the Effective Time or earlier valid termination of this Agreement, except Guarantor to: (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy Disclosure Letter or the Coursera Disclosure Letter, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera shall permit not incur any of their respective Subsidiaries to, Debt without the prior written consent of the Lender; (ii) not make, declare or pay any dividend (whether in cash, stock or other party (such consent not to be unreasonably withheld, conditioned securities or delayed) or (B) with respect to clauses (iproperty), (k) and (l) belowor make any other distribution on, Udemy shall notor directly or indirectly redeem, and shall not permit purchase or otherwise acquire, directly or indirectly any shares of the capital stock of the Guarantor or of any of its Subsidiaries to, without or any securities or obligations convertible (whether currently convertible or convertible only after the prior written consent passage of Coursera (such consent not to be unreasonably withheld, conditioned time or delayed): (athe occurrence of certain events) incur, assume, guarantee into or become liable exchangeable for any Indebtednessshares of such capital stock (except dividends paid by any of the Subsidiaries of the Guarantor to the Guarantor or any of its wholly owned Subsidiaries), or cancel, release or assign any indebtedness to any Person or any claims held by any such Person other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice or pursuant to contracts in force at the date of this Agreement, provided, however, that so long as the Commitment shall be outstanding or any portion of the Obligations shall remain unpaid or unsatisfied, in the event that, notwithstanding the restrictions set forth in this Section 6.4(b)(ii), any dividend, distribution, or similar payment that is paid to the Borrower by the Guarantor shall be deemed to have been intended to be monies used by the Borrower to prepay the Loan and shall be received in trust for the benefit of the Lender and shall be segregated from other funds of the Borrower; (iii) not for speculative purposessell, (vi) indebtedness incurred transfer, pledge, lease, grant, license, mortgage, encumber or otherwise dispose of any of the Collateral, other than a Permitted Sale and in respect the event of letters of credit any sale, transfer or other similar arrangements disposition, immediately transfer all net proceeds thereof to the Borrower to prepay the Loan (provided that in any such event, the Borrower shall cause the Guarantor to instruct the securities intermediary that is in possession of the securities account in which the sold securities are held to pay such proceeds directly to the Lender); or create any lien of any kind with respect to any of the Collateral; (iv) not acquire (whether by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or, other than in the ordinary course of business consistent with past practice, (vii) indebtedness arising from customary cash management and treasury services and the honoring make any material investment either by purchase of checksstock or securities, drafts contributions to capital, property transfers, or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions purchase of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable property or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration assets of any obligation under other individual, corporation or any other material right of the lenders entity; and (v) not amend its charter or bylaws (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwisecomparable organizational documents); (b) adjust, split, combine or reclassify any capital stock;.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier valid termination of this Agreement, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy BancorpSouth Disclosure Letter Schedule or the Coursera Cadence Disclosure LetterSchedule, as applicable) expressly contemplated or (ii) permitted by this Agreement or as required by applicable Law law (but only following notice, to including the extent legally permissible, to the other partyPandemic Measures), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy BancorpSouth nor Coursera Cadence shall, and neither Udemy BancorpSouth nor Coursera Cadence shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) incur, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiariesfederal funds borrowings and Federal Home Loan Bank borrowings, as applicablein each case, with a maturity not in excess of six (6) months, and (ii) guarantees by Udemy deposits or other customary banking products such as letters of credit, in each case, in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of Cadence or any direct or indirect wholly of its wholly-owned Udemy Subsidiary of Indebtedness of Udemy Subsidiaries to Cadence or any other direct of its wholly-owned Subsidiaries, on the one hand, or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera of BancorpSouth or any direct or indirect wholly of its wholly-owned Coursera Subsidiary of Indebtedness of Coursera Subsidiaries to BancorpSouth or any other direct or indirect wholly of its wholly-owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as applicablean accommodation become responsible for the obligations of any other individual, corporation or other entity (it being understood and agreed that incurrence of the type described in clause (i) of the definition of Indebtedness incurred indebtedness in the ordinary course of business consistent with past practice and not for speculative purposesshall include the creation of deposit liabilities, (vi) indebtedness incurred in respect issuances of letters of credit or other similar arrangements credit, purchases of federal funds, borrowings from the Federal Home Loan Bank, sales of certificates of deposits, and entry into repurchase agreements, in the ordinary course of business each case, on terms and in amounts consistent with past practice, (vii) indebtedness arising from customary cash management and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (other than customary reference rate breakage), (3) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) (i) adjust, split, combine or reclassify any capital stock;

Forbearances. During the period from the date of this the Original Merger Agreement to the Effective Time or earlier valid termination of this AgreementTime, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 6.2 of the Udemy GETCO Disclosure Letter Schedule or the Coursera Knight Disclosure LetterSchedule, as applicable) , as expressly contemplated or (ii) permitted by this Agreement, or as otherwise required by applicable Law (but only following noticeLaw, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) GETCO and (l) below, neither Udemy nor Coursera shall, and neither Udemy nor Coursera shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy Knight shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera the other party (such which consent shall not to be unreasonably withheld, denied, conditioned or delayed): (a) incursell, assumelease, guarantee license, mortgage, encumber, transfer, convey, assign, or become liable for otherwise dispose of any Indebtednessof its material rights, properties or assets, tangible or intangible, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicable, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiary, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary of Indebtedness of Coursera or any other direct or indirect wholly owned Coursera Subsidiary, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred in the ordinary course of business consistent with past practice to third parties who are not Affiliates; (b) (i) incur, assume or guarantee any Indebtedness, (ii) cancel or waive any claims under any material Indebtedness or amend or modify adversely to it in any material respect the terms relating to any such Indebtedness, (iii) other than in the ordinary course of business consistent with past practice, assume, guarantee, endorse or otherwise as an accommodation become responsible for obligations of any Person, or (iv) other than in the ordinary course of business consistent with past practice make any material loans or advances; (c) (i) adjust, split, combine or reclassify any capital stock, unit or other equity interest, (ii) set any record or payment dates for the payment of any dividends or distributions on its capital stock or other equity interest or make, declare or pay any dividend or distribution (except for (x) dividends paid in the ordinary course of business by any direct or indirect wholly owned Subsidiary to it or any other direct or indirect wholly owned Subsidiary and (y) the Permitted Distributions set forth in Section 6.3) or make any other distribution on any shares of its capital stock or other equity interest or redeem, purchase or otherwise acquire any securities or obligations convertible into or exchangeable for any shares of its capital stock or other equity interest, (iii) grant any options, stock appreciation rights, restricted stock units or other equity-based compensation or grant to any individual, corporation or other entity any right to acquire any shares of its capital stock or equity interests, other than in the ordinary course of business as specifically described in the GETCO Disclosure Schedule or the Knight Disclosure Schedule, as applicable, (iv) issue or commit to issue any additional shares of capital stock or other equity interest other than pursuant to the exercise or settlement of Knight Stock Options or conversion of shares of the Knight Series A-1 Preferred Stock or Knight Series A-2 Preferred Stock or upon the vesting of Class E Units of GETCO, in each case that are outstanding as of the date of the Original Merger Agreement or that are issued following the date of the Original Merger Agreement in compliance with this Agreement or sell, lease, transfer, mortgage, encumber or otherwise dispose of any capital stock in any Subsidiary or (v) enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock or equity interests; (d) except as required under applicable Law or the terms of any GETCO Benefit Plan or Knight Benefit Plan, as applicable, existing as of the date of the Original Merger Agreement (i) enter into, adopt or terminate any employee benefit or compensation plan, program, policy or arrangement for the benefit or welfare of any current or former employee, officer, director or consultant, (ii) amend (or alter a prior interpretation of) any employee benefit or compensation plan, program, policy or arrangement for the benefit or welfare of any current or former employee, officer, director or consultant, (iii) increase in any manner the compensation or benefits payable to any current or former employee, officer, director or consultant (other than any annual salary or wage increases in the ordinary course of business consistent with past practice of not for speculative purposesmore than 5% in the aggregate per annum), (iv) pay or award, or commit to pay or award, any bonuses or incentive compensation, other than in the ordinary course of business as specifically described in the GETCO Disclosure Schedule or the Knight Disclosure Schedule, as applicable, (v) grant or accelerate the vesting of any equity-based awards or other compensation, (vi) indebtedness incurred enter into any new, or amend any existing, employment, severance, change in respect control, retention, bonus guarantee, collective bargaining agreement or similar agreement or arrangement, (vii) fund any rabbi trust or similar arrangement, (viii) terminate the employment or services of letters any officer, employee, independent contractor or consultant other than for cause, or (ix) hire any officer, employee, independent contractor or consultant who has target annual compensation greater than $700,000; (e) other than immaterial acquisitions of credit or other similar arrangements assets for cash in the ordinary course of business consistent with past practice, (viii) indebtedness arising acquire (by merger, consolidation, purchase of assets or equity interests or otherwise) any businesses, assets, properties or interests in any other Person or (ii) merge or consolidate with any Person; (f) make any capital expenditure requiring payments in excess of $10 million individually or $25 million in the aggregate; (g) make any material investment either by purchase of stock or securities or contributions to capital in excess of $25 million (other than in a wholly owned Subsidiary); (h) (i) enter into any new line of business or (ii) except as required by applicable Law or the regulations or policies imposed on it by a Governmental Entity, change any material policy established by its Board of Directors or executive officers that generally applies to its operations; (i) amend its charter, bylaws, certificate of formation, limited liability company agreement or other comparable organizational documents, or otherwise take any action to exempt any person from customary cash management any provision of such documents; (j) (i) terminate or amend or otherwise modify in any material respect other than in the ordinary course of business or knowingly violate in any material respect the terms of, any GETCO Contract or Knight Contract, as applicable, or (ii) enter into any new agreements or contracts or other binding obligations other than in the ordinary course of business or that if in existence as of the date of the Original Merger Agreement would be a GETCO Contract pursuant to Sections 3.13(a)(v) or 3.13(a)(vi) or Knight Contract pursuant to Sections 4.13(a)(v) or 4.13(a)(vi); (k) settle or compromise any litigation, action or proceeding with a Governmental Entity, shareholder or unit holders; (l) commence, settle or compromise any litigation, action or proceeding with any Person other than a Governmental Entity, shareholder or unit holders except for (i) settlements involving only monetary remedies with a value not in excess of $5,000,000 with respect to any individual litigation, action or proceeding or $15,000,000 in the aggregate and treasury services and (ii) the honoring commencement of checksany litigation, drafts action or similar instruments against insufficient funds or from proceeding in the endorsement ordinary course of instruments for collection, in each case incurred business consistent with past practice; (m) other than in the ordinary course of business consistent with past practice, and materially reduce the amount of insurance coverage or fail to renew any material existing insurance policies; (viiin) Indebtedness of Udemy and/or Udemy Subsidiaries amend in a manner that adversely impacts the ability to conduct its business, terminate or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not allow to exceed $5.0 million at lapse any time outstanding, without taking into account any amounts permitted by clauses material Permit; (o) (i) through (vii) of this Section 5.2(a); providedcancel, abandon or allow to lapse any material Intellectual Property other than in the case ordinary course of this clause business consistent with past practice, or (viii), that (1ii) the material terms and conditions of disclose to any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at third party any time (subject to customary notice requirements) without premium or penalty (trade secret other than customary reference rate breakage)in the ordinary course of business consistent with past practice; (p) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by applicable Law, GAAP or regulatory guidelines; (3q) none adopt a plan of the executioncomplete or partial liquidation, delivery dissolution, restructuring, recapitalization or performance of this Agreement or the consummation of the transactions contemplated hereby or other reorganization; (r) intentionally take any action that is intended to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of conditions to the Udemy or any Udemy Subsidiary, or Coursera or any Coursera Subsidiary, as applicable, under, or result Mergers set forth in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is Article VIII not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise)being satisfied; (bi) adjustmake, splitchange or revoke any material Tax election, combine (ii) change any material method of Tax accounting or reclassify any capital stock;annual Tax accounting period, (iii) enter into any closing agreement, (iv) settle or compromise any material liability for Taxes, (v) file any material amended Tax Return, or (vi) surrender any right or claim to a material refund of Taxes, in each case except (A) in the ordinary course of business and consistent with past practice, or (B) as would not have an adverse effect on it or its Subsidiaries (or, following the closing, on the Company) that is material; or (t) agree to take, or make any commitment to take, any of the actions prohibited by this Section 6.2.

Forbearances. During the period from the date of this Agreement to until the earlier of the Effective Time or earlier valid termination of and the date, if any, on which this AgreementAgreement is terminated pursuant to Section 9.1, except (i) as may be required by Law, as expressly contemplated permitted by this Agreement (including or as set forth in Section 5.2 of the Udemy MMLC Disclosure Letter Schedule or the Coursera GSBD Disclosure LetterSchedule, as applicable) or (ii) as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) below, neither Udemy MMLC nor Coursera GSBD shall, and neither Udemy nor Coursera shall permit any of their its respective Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of the other party GSBD or MMLC, as applicable (such which prior written consent shall not to be unreasonably withhelddelayed, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera (such consent not to be unreasonably withheld, conditioned or delayed): (a) incurOther than pursuant to such party’s distribution reinvestment plan as in effect as of the date of this Agreement, assumeissue, guarantee deliver, sell or become liable for any Indebtednessgrant, other than or encumber or pledge, or authorize the creation of (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiaries, as applicableany shares of its capital stock, (ii) guarantees any such party’s Voting Debt or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities. (b) Other than the Approved Distribution, (i) make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly cash distributions payable on a quarterly basis consistent with past practices and such party’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by Udemy or such party, (C) dividends payable by any direct or indirect wholly owned Udemy Consolidated Subsidiary of Indebtedness of Udemy such party to such party or any other another direct or indirect wholly owned Udemy SubsidiaryConsolidated Subsidiary of such party or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) guarantees by Coursera purchase, redeem or otherwise acquire, any shares of its capital stock or any direct rights, warrants or indirect wholly owned Coursera Subsidiary options to acquire, or securities convertible into, such capital stock. (c) Sell, transfer, lease, mortgage, encumber or otherwise dispose of Indebtedness any of Coursera its assets or any other direct or indirect wholly owned Coursera Subsidiaryproperties, (iv) other Indebtedness incurred by mutual written agreement of Udemy and Coursera, (v) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, of the type described in clause except for (i) of the definition of Indebtedness incurred sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with past practice and not for speculative purposessuch party’s investment objectives and policies as publicly disclosed, or (viii) indebtedness incurred encumbrances required to secure Permitted Indebtedness of such party or any of its Consolidated Subsidiaries. (d) Acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in respect a transaction conducted in the ordinary course of letters of credit business consistent with such party’s investment objectives and policies as publicly disclosed. (e) Amend the MMLC Charter, the MMLC Bylaws, the GSBD Charter, the GSBD Bylaws or other governing documents or similar governing documents of any of its Consolidated Subsidiaries. (f) Implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements. (g) Hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan. (h) Take any action or knowingly fail to take any action that would, or would reasonably be expected to (i) materially delay or materially impede the ability of the parties to consummate the Transactions or (ii) prevent the Mergers from qualifying as a reorganization within the meaning of Section 368(a) of the Code; provided, however, that the foregoing shall not preclude MMLC from declaring or paying any Tax Dividend on or before the Closing Date. (i) Incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness. (j) Make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies entered into in the ordinary course of business. (k) File or amend any material Tax Return other than in the ordinary course of business consistent with past practicepractice and such party’s investment objectives and policies as publicly disclosed; make, change or revoke any Tax election; or settle or compromise any material Tax liability or refund. (viil) indebtedness arising from customary cash management and treasury services and the honoring Take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause such party to fail to qualify or not be subject to tax as a RIC. (m) Enter into any new line of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred business other than in the ordinary course of business consistent with past practicepractice and such party’s investment objectives and policies as publicly disclosed (it being understood that this prohibition does not apply to any portfolio companies in which such party or any of its Consolidated Subsidiaries has made a debt or equity investment that is, would or should be reflected in such party’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC). (n) Other than in the ordinary course of business consistent with past practice and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries such party’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute a MMLC Material Contract or Coursera and/or Coursera SubsidiariesGSBD Material Contract, as applicable, had it been entered into prior to the date of this Agreement. (o) Other than in an aggregate principal amount not the ordinary course of business consistent with past practice and such party’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to exceed $5.0 million at any time outstandingmaterial amendment of, without taking into account change in or waiver under any amounts permitted by clauses MMLC Material Contract or GSBD Material Contract. (p) Settle any Proceeding against it, except for Proceedings that (i) through are settled in the ordinary course of business consistent with past practice and such party’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (vii) of this Section 5.2(aafter reduction by any insurance proceeds actually received); provided(ii) would not impose any material restriction on the conduct of business of it or any of its Consolidated Subsidiaries or, after the Effective Time, GSBD, MMLC, the Surviving Company or any of their Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault. (q) Other than in the case ordinary course of this clause (viii), that (1) the material terms business and conditions of any consistent with such Indebtedness are customary party’s investment objectives and reasonable market termspolicies as publicly disclosed, (2i) such pay, discharge or satisfy any Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty (for borrowed money, other than customary reference rate breakage)the payment, (3) none discharge or satisfaction required pursuant to the terms of outstanding debt of such party or its Consolidated Subsidiaries as in effect as of the execution, delivery or performance date of this Agreement or the consummation other Permitted Indebtedness or (ii) cancel any material Indebtedness. (r) Except as otherwise expressly contemplated by this Agreement, merge or consolidate such party or any of its Consolidated Subsidiaries with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of such party or any of its Consolidated Subsidiaries. (s) Agree to take, make any commitment to take, or adopt any resolutions of the transactions contemplated hereby MMLC Board or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiary, or Coursera or any Coursera SubsidiaryGSBD Board, as applicable, underauthorizing, or result in any of the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); (b) adjust, split, combine or reclassify any capital stock;actions prohibited by this Section 6.2.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier valid termination of this Agreement, except (i) as expressly contemplated by this Agreement (including as set forth in Section 5.2 of the Udemy IBTX Disclosure Letter Schedule or the Coursera TCBI Disclosure LetterSchedule, as applicable) expressly contemplated or (ii) permitted by this Agreement or as required by applicable Law (but only following notice, to the extent legally permissible, to the other party), (A) with respect to each of the following clauses, other than clauses (i), (k) and (l) belowlaw, neither Udemy IBTX nor Coursera TCBI shall, and neither Udemy IBTX nor Coursera TCBI shall permit any of their respective Subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (B) with respect to clauses (i), (k) and (l) below, Udemy shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Coursera this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) incur, assume, guarantee or become liable for any Indebtedness, other than (i) intercompany Indebtedness among Udemy and/or wholly owned Udemy Subsidiaries or Coursera and/or wholly owned Coursera Subsidiariesfederal funds borrowings and Federal Home Loan Bank borrowings, as applicablein each case with a maturity not in excess of six (6) months, (ii) guarantees by Udemy or any direct or indirect wholly owned Udemy Subsidiary the creation of Indebtedness of Udemy or any other direct or indirect wholly owned Udemy Subsidiarydeposit liabilities, (iii) guarantees by Coursera or any direct or indirect wholly owned Coursera Subsidiary issuances of Indebtedness letters of Coursera or any other direct or indirect wholly owned Coursera Subsidiarycredit, (iv) other Indebtedness incurred by mutual written agreement purchases of Udemy and Courserafederal funds, (v) Indebtedness sales of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiariescertificates of deposit and (vi) entry into repurchase agreements, as applicable, of the type described in clause (i) of the definition of Indebtedness incurred each case in the ordinary course of business consistent with past practice and not business, incur any indebtedness for speculative purposes, (vi) indebtedness incurred in respect of letters of credit or other similar arrangements in the ordinary course of business consistent with past practice, (vii) indebtedness arising from customary cash management and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case incurred in the ordinary course of business consistent with past practice, and (viii) Indebtedness of Udemy and/or Udemy Subsidiaries or Coursera and/or Coursera Subsidiaries, as applicable, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, without taking into account any amounts permitted by clauses (i) through (vii) of this Section 5.2(a); provided, in the case of this clause (viii), that (1) the material terms and conditions of any such Indebtedness are customary and reasonable market terms, (2) such Indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty borrowed money (other than customary reference rate breakageindebtedness of TCBI or any of its wholly-owned Subsidiaries to TCBI or any of its wholly-owned Subsidiaries, on the one hand, or of IBTX or any of its wholly-owned Subsidiaries to IBTX or any of its wholly-owned Subsidiaries, on the other hand), (3) none of or assume, guarantee, endorse or otherwise as an accommodation become responsible for the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or to be consummated in connection herewith shall conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration obligations of any obligation under or any other material right of the lenders (or their agents or trustees) under or any loss of a material benefit of the Udemy or any Udemy Subsidiaryindividual, or Coursera or any Coursera Subsidiary, as applicable, under, or result in the creation of any Lien under such Indebtedness, or would be reasonably likely to require the preparation or delivery of separate financial statements of Udemy and/or any Udemy Subsidiary following the Closing and (4) such Indebtedness is not comprised of debt securities or calls, options, warrants corporation or other rights to acquire any debt securities (directly, contingently or otherwise)entity; (b) (%4) adjust, split, combine or reclassify any capital stock; (i) make, declare, pay or set a record date for any dividend, or any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, including any TCBI Securities or TCBI Subsidiary Securities, in the case of TCBI, or IBTX Securities or IBTX Subsidiary Securities, in the case of IBTX, except, in each case, (A) regular quarterly cash dividends by IBTX at a rate not in excess of $0.25 per share of IBTX Common Stock, (B) dividends paid by any of the Subsidiaries of each of IBTX and TCBI to IBTX or TCBI or any of their wholly-owned Subsidiaries, respectively, (C) dividends provided for and paid on any trust preferred securities of IBTX, TCBI or their respective Subsidiaries in accordance with the terms thereof, or, in the case of TCBI, dividends provided for and paid on TCBI Preferred Stock in accordance with the terms of such TCBI Preferred Stock or (D) the acceptance of shares of TCBI Common Stock or IBTX Common Stock, as the case may be, as payment for the exercise price of stock appreciation rights or stock options or for withholding Taxes incurred in connection with the exercise of stock appreciation rights or stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (ii) grant any stock appreciation rights, stock options, restricted stock units, performance units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any person any right to acquire any TCBI Securities or TCBI Subsidiary Securities, in the case of TCBI, or IBTX Securities or IBTX Subsidiary Securities, in the case of IBTX; or (iii) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any TCBI Securities or TCBI Subsidiary Securities, in the case of TCBI, or IBTX Securities or IBTX Subsidiary Securities, in the case of IBTX, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any TCBI Securities or TCBI Subsidiary Securities, in the case of TCBI, or IBTX Securities or IBTX Subsidiary Securities, in the case of IBTX, except pursuant to the exercise of stock appreciation rights or stock options or the settlement of equity compensation awards in accordance with their terms;