Common use of Negative Obligations Clause in Contracts

Negative Obligations. (a) Except (i) as expressly contemplated by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, (ii) as set forth in Section 4.4(a) of the Innovate Schedule of Exceptions, (iii) as required by applicable Law, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, neither Innovate nor Merger Sub shall, or shall cause or permit any Subsidiary of Innovate or Merger Sub to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of Innovate or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Innovate Common Stock from terminated employees of Innovate at actual cost); (iii) amend the charter, certificate of incorporation, bylaws, articles of association or other charter or organizational documents of Innovate, Merger Sub or any Subsidiary of Innovate, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure, or commitment therefor in excess of $250,000; (vii) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: (A) adopt, establish or enter into or terminate any Innovate Employee Program; (B) cause or permit any Innovate Employee Program to be amended, terminated or rights thereunder to be accelerated, other than as required by Law; (C) hire any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its material assets, properties or rights, or grant any Encumbrance with respect to such assets, properties or rights; in each case, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (x) enter into, amend or terminate any Innovate Material Contract other than in the Ordinary Course of Business; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to make any material payment with respect to any of Innovate’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xix) take, agree to take, or permit any Subsidiary of Innovate to take or agree to take, any of the actions specified in clauses (i) through (xviii) of this Section 4.4(a); or (xx) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Business. (b) Except (i) as expressly contemplated by this Agreement, including with respect to the Innovate Post-Closing Financing, (ii) as set forth in Section 4.4(b) of the Company Schedule of Exceptions, (iii) as required by applicable Law, or (iv) with the prior written consent of Innovate (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares from terminated employees of the Company at actual cost); (iii) except as set forth in Section 4.4(b)(iii) of the Company Schedule of Exceptions, amend the Company Charter or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions, (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants); (y) any option, warrant or right to acquire any capital stock or any other security of the Company; or (z) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of the Company; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor in excess of $250,000, in each case, other than pursuant to commitments and similar arrangements which are in existence as of the date hereof; (vii) other than as required by Law: (A) terminate any key employee (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis); or (B) grant, make or pay bonus or profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) make any material Tax election in a manner inconsistent with the Company’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling); surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (ix) enter into, amend or terminate any Company Material Contract other than in the Ordinary Course of Business; (x) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills, (B) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xii) enter into a new line of business; (xiii) terminate or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xv) fail to make any material payment with respect to any of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xvi) agree to take, take or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xv) of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Business.

Negative Obligations. (a) Except (i) as expressly contemplated or permitted by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, (ii) as set forth in Section Part 4.4(a) of the Innovate Schedule of Exceptions, (iii) as required by applicable LawTigris Disclosure Schedule, or (iviii) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned)Potomac, at all times during the Pre-Closing Periodperiod commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9 and the Effective Time, neither Innovate Tigris shall not, nor Merger Sub shall, or shall it cause or permit any of its Subsidiaries to, to do any of the following: (i) declare, accrue, set aside or pay any dividend or made any other distribution in respect of any shares of its capital stock (except, for the avoidance of doubt, as permitted under Section 5.16); or repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities (except for shares of Tigris Common Stock from terminated employees of Tigris); (ii) except for contractual commitments in place at the time of this Agreement as listed in Part 4.4(a)(ii) of the Tigris Disclosure Schedule, sell, issue or grant, or authorize the issuance of: (i) any capital stock or other security (except for Tigris Common Stock issued upon the valid exercise of outstanding Tigris Options); (ii) any option, warrant or right to acquire any capital stock or any other security; or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (iii) amend the certificate of incorporation, bylaws or other charter or organizational documents of Tigris, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction except as related to the Contemplated Transactions; (iv) form any Subsidiary or acquire any equity interest or other interest in any other Entity; (v) lend money to any Person; other than in the Ordinary Course of Innovate Business, incur or Merger Sub guarantee any indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment; (vi) (i) adopt, establish or enter into any Tigris Employee Plan; (ii) cause or permit any Tigris Employee Plan to be amended other than as required by law or in order to make amendments for the purposes of Section 409A of the Code, subject to prior review and approval (with such approval not to be unreasonably withheld) by Potomac; (iii) other than in the Ordinary Course of Business, pay any bonus or make any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors or employees; or (iv) increase the severance or change of control benefits offered to any current or new service providers, provided, that, Tigris may pay those severance and retention payments owed under existing Tigris Employee Plans scheduled on Part 3.11(m) of the Tigris Disclosure Schedule to its current employees in connection with their termination of employment; (vii) enter into any material transaction outside the Ordinary Course of Business; (viii) acquire any material asset, except in the Ordinary Course of Business consistent with past practices; (ix) make, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business with vendors, customers or landlords; enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (x) enter into any Tigris Material Contract; (xi) (i) materially change pricing or royalties or other payments set or charged by Tigris to its customers or licensees, (ii) agree to materially increase pricing or royalties or other payments set or charged by persons who have licensed Intellectual Property to Tigris, or (iii) as of the date of this Agreement, materially increase pricing or royalties or other payments set or charged by persons who have licensed Intellectual Property to Tigris; or (xii) agree, resolve or commit to do any of the foregoing. (b) Except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth on Part 4.4(b) of the Potomac Disclosure Schedule, or (iii) with the prior written consent of Tigris, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9 and the Effective Time, Potomac shall not, nor shall it cause or permit any of its Subsidiaries to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of Innovate or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Innovate Potomac Common Stock from terminated employees of Innovate at actual costPotomac); (iiiii) amend the charter, certificate of incorporation, bylaws, articles of association bylaws or other charter or organizational documents of Innovate, Merger Sub or any Subsidiary of InnovatePotomac, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iviii) except for contractual sell, issue or grant, or authorize the issuance of, or make any commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) to do any of the Innovate Schedule of Exceptionsforegoing, and other than as contemplated by the Contemplated Transactions Transactions: (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (Ai) any capital stock or other security of Innovate (except for Innovate shares of outstanding Potomac Common Stock issued upon the valid exercise of outstanding Innovate Stock Potomac Options); (Bii) any option, warrant, warrant or right or other award to acquire any capital stock or any other security of Innovatesecurity; or (Ciii) any instrument convertible into, exercisable into or exchangeable for any capital stock or other security of Innovatesecurity; (viv) form any Subsidiary or acquire any equity interest or other interest in any other PersonEntity; (viv) other than in the Ordinary Course of Business, lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure, or commitment therefor in excess of $250,000; (vii) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: (A) adopt, establish or enter into or terminate any Innovate Employee Program; (B) cause or permit any Innovate Employee Program to be amended, terminated or rights thereunder to be accelerated, other than as required by Law; (C) hire any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its material assets, properties or rights, or grant any Encumbrance with respect to such assets, properties or rights; in each case, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (x) enter into, amend or terminate any Innovate Material Contract other than in the Ordinary Course of Business; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to make any material payment with respect to any of Innovate’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xix) take, agree to take, or permit any Subsidiary of Innovate to take or agree to take, any of the actions specified in clauses (i) through (xviii) of this Section 4.4(a); or (xx) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Business. (b) Except (i) as expressly contemplated by this Agreement, including with respect to the Innovate Post-Closing Financing, (ii) as set forth in Section 4.4(b) of the Company Schedule of Exceptions, (iii) as required by applicable Law, or (iv) with the prior written consent of Innovate (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares from terminated employees of the Company at actual cost); (iii) except as set forth in Section 4.4(b)(iii) of the Company Schedule of Exceptions, amend the Company Charter or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions, (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants); (y) any option, warrant or right to acquire any capital stock or any other security of the Company; or (z) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of the Company; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor in excess of $250,000, in each case, other than pursuant to commitments and similar arrangements which are in existence as of the date hereof150,000; (viivi) other than in the Ordinary Course of Business, and in observance of common practice for a similarly-situated company: (i) adopt, establish or enter into any Potomac Employee Plan; (ii) cause or permit any Potomac Employee Plan to be amended other than as required by Law: (A) terminate any key employee (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis)law; or (Biii) grant, make or pay any bonus or made any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees officers or consultants; in each case, except in employees; (vii) enter into any material transaction outside the Ordinary Course of Business; (viii) make acquire any material Tax election asset nor sell, lease other otherwise irrevocably dispose of any of its assets or properties, or grant any Encumbrance with respect to such assets or properties, except in a manner inconsistent the Ordinary Course of Business consistent with the Company’s past practices; (ix) make, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business with vendors, customers or landlords; enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling)Taxes; surrender any right to claim a material Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (ixx) enter into, amend or terminate any Company Potomac Material Contract other than in the Ordinary Course of Business; (x) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills, (B) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20Contract; (xi) adopt a plan of complete (i) materially change pricing or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization royalties or other reorganization;payments set or charged by Potomac or any Potomac Subsidiary to its customers or licensees, (ii) agree to change pricing or royalties or other payments set or charged by persons who have licensed Intellectual Property to Potomac or any Potomac Subsidiary, or (iii) as of the date of this Agreement, materially change pricing or royalties or other payments set or charged by persons who have licensed Intellectual Property to Potomac or any Potomac Subsidiary; or (xii) enter into a new line of business; (xiii) terminate agree, resolve or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, commit to change accounting policies or procedures; (xv) fail to make any material payment with respect to do any of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xvi) agree to take, take or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xv) of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Businessforegoing.

Negative Obligations. (a) Except (i) as expressly contemplated or permitted by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, Agreement or (ii) as set forth in Section 4.4(a) of the Innovate Schedule of Exceptions, (iii) as required by applicable Law, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned)Invitae, at all times during the Pre-Closing Periodperiod commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9 and the Effective Time, neither Innovate CombiMatrix shall not, nor Merger Sub shall, or shall it cause or permit any Subsidiary of Innovate or Merger Sub its Subsidiaries to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of Innovate or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (iia) declare, accrue, set aside or pay any dividend or make made any other distribution in respect of any shares of its capital stock; or repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities (except for shares of Innovate CombiMatrix Common Stock from terminated employees of Innovate at actual costCombiMatrix); (b) sell, issue or grant, or authorize the issuance of: (i) any capital stock or other security (except for shares of CombiMatrix Common Stock issued upon the valid exercise of CombiMatrix Options, CombiMatrix RSUs or CombiMatrix Warrants outstanding as of the date of this Agreement); (ii) any option, warrant or right to acquire any capital stock or any other security; or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (c) amend the charter, its certificate of incorporation, bylaws, articles of association bylaws or other charter or organizational documents of Innovate, Merger Sub or any Subsidiary of Innovatedocuments, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transactiontransaction except as related to the Contemplated Transactions; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate; (vd) form any Subsidiary or acquire any equity interest or other interest in any other PersonEntity; (vie) lend money to any Person; other than in the Ordinary Course of Business, incur or guarantee any Indebtedness indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or or, other than in the Ordinary Course of Business, make any capital expenditure, expenditure or commitment therefor in excess of $250,000commitment; (vii) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: (Af) adopt, establish or enter into or terminate any Innovate CombiMatrix Employee ProgramPlan; (B) cause or permit any Innovate CombiMatrix Employee Program Plan to be amended, terminated or rights thereunder to be accelerated, amended other than as required by Lawlaw or in order to make amendments for the purposes of compliance with Section 409A of the Code; (C) hire any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 except as set forth on an annual basisSchedule 4.3(f), or (D) grant, make or pay any severance, bonus or make any profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in or pay or increase the severance or change of control benefits offered to any current or new employee or consultant; (g) enter into any material transaction outside the Ordinary Course of Business; (viiih) acquire any material asset purchase, lease, license or otherwise acquire, or sell, lease lease, license or otherwise irrevocably dispose of of, any of its material assetsasset, properties right or rightsproperty, or grant any Encumbrance with respect to such assetsany asset, properties right or rights; in each caseproperty, except in the Ordinary Course of BusinessBusiness consistent with past practices; (ixi) make any material Tax election in a manner inconsistent with the Innovate’s past practicesmake, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business with vendors, customers or landlords; enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a material Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (xj) enter into, amend or terminate any Innovate Material Contract other than in the Ordinary Course of Business; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to make any material payment with respect to any of Innovate’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xix) take, agree to take, or permit any Subsidiary of Innovate to take or agree to take, any of the actions specified in clauses (i) through (xviii) of this Section 4.4(a); or (xx) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Business. (b) Except (i) as expressly contemplated by this Agreement, including with respect to the Innovate Post-Closing Financing, (ii) as set forth in Section 4.4(b) of the Company Schedule of Exceptions, (iii) as required by applicable Law, or (iv) with without the prior written consent of Innovate (Invitae which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares from terminated employees of the Company at actual cost); (iii) except as set forth in Section 4.4(b)(iii) of the Company Schedule of Exceptions, amend the Company Charter or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions, (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants); (y) any option, warrant or right to acquire any capital stock or any other security of the Company; or (z) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of the Company; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor in excess of $250,000, in each case, other than pursuant to commitments and similar arrangements which are in existence as of the date hereof; (vii) other than as required by Law: (A) terminate any key employee (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis); or (B) grant, make or pay bonus or profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) make any material Tax election in a manner inconsistent with the Company’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling); surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (ix) enter into, amend or terminate any Company CombiMatrix Material Contract other than in the Ordinary Course of BusinessContract; (xk) initiate without the prior written consent of Invitae which shall not be unreasonably withheld, delayed or settle any lawsuitconditioned, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills, (B) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xii) enter into a new line of business; (xiii) terminate or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xv) fail to make any material payment with respect to any of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xvi) agree to take, take or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through materially change pricing, royalties or other payments set or charged to its customers or licensees, or (xvii) of this Section 4.4(b)materially increase pricing, royalties or other payments set or charged by vendors or persons who have licensed Intellectual Property to it; or (xviil) fail agree, resolve or commit to timely tender do any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in of the Ordinary Course of Businessforegoing.

Negative Obligations. (a) Except Buy▇▇ ▇▇knowledges that the Debtors are operating the Business in the context of the Chapter 11 Cases. Subject to the foregoing, and without limitation to the general obligations set forth in Section 5.2, except (i) as expressly contemplated or permitted by this Agreement, the Plan or pursuant to a Legal Requirement (including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposalsapplicable COVID Measures), (ii) as set forth in Section 4.4(a) of the Innovate Schedule of Exceptions, (iii) as required by applicable Law, or (iv) with the prior written consent of the Company Buyer (which consent shall not be unreasonably withheld, delayed conditioned or conditioned)delayed) or (iii) as set forth in Section 5.3 of the Company Disclosure Schedule, at all times during the Pre-Closing Periodperiod commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to ARTICLE X and the Effective Time, neither Innovate the Company shall not, nor Merger Sub shall, or shall it cause or permit any Subsidiary of Innovate or Merger Sub its Subsidiaries to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of Innovate or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (iia) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock; stock (except in connection with the exchange of Class EX Units for Class A Shares in accordance with the Company Certificate of Incorporation, and the LLCA), or repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities securities; (b) sell, issue or grant, or authorize the issuance of: (i) any capital stock or other security (except for (x) shares of Innovate Company Common Stock from terminated employees issued upon the valid settlement or exercise of Innovate at actual costthe RSUs or the Warrants outstanding as of the date of this Agreement and (y) Class A Shares and Class X Units in connection the exercise of their Redemption Right (as defined in the LLCA) by holders of Class EX Units and in accordance with the terms of the LLCA); (ii) any option, warrant, restricted stock unit or other equity or equity-based award providing the right to acquire any capital stock or any other security; or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (iiic) amend the charter, certificate of incorporation, bylaws, articles of association or other charter or organizational documents of Innovate, Merger Sub or any Subsidiary of Innovateits Organizational Documents, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transactiontransaction except as related to the Contemplated Transactions; (ivd) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptionsamend, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant modify or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, change the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of InnovateWarrant; (ve) form any Subsidiary or acquire any equity interest or other interest in any other Entity; (f) except for residential solar panel, solar battery and home improvement loans in the Ordinary Course of Business, make any loans, advances or capital contributions to, or investments in, any Person; (vig) lend money to redeem, repurchase, prepay, defease, incur, assume, endorse, guarantee or otherwise become liable for or modify in any Person; incur material respects the terms of any indebtedness or guarantee any Indebtedness for borrowed money; derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements), or issue or sell any debt securities or calls, options, warrants, calls warrants or other rights to acquire any debt securities; guarantee any debt securities of others; (directly, contingently or make any capital expenditure, or commitment therefor in excess of $250,000otherwise); (vii) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: (Ai) adopt, establish or enter into any plan, program, agreement, Contract or arrangement that would be a Company Employee Plan if it were in existence as of the date of this Agreement; (ii) terminate any Innovate Company Employee ProgramPlan; (Biii) cause or permit any Innovate Company Employee Program Plan to be amended, terminated or rights thereunder to be accelerated, amended other than as required by LawLaw or to implement annual modifications to the health and welfare benefit programs of the Company or any Company Subsidiary in the Ordinary Course of Business that would not materially increase the cost of any such Company Employee Plan; or (Civ) hire any new employee or consultant or terminate any key employee (in each caseestablish, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis)adopt, or enter into any collective bargaining or other labor agreement; (Di) grant, make or (i) pay any severance, bonus or make any profit-sharing or similar payment (including any special or transaction payments) to, or increase or agree to increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration compensation or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; (ii) grant, pay or increase, or agree to increase, the severance, retention or change of control payments or benefits offered to any current or new employee or consultant; or (iii) accelerate the time of payment or vesting of, or the lapsing of restrictions related to, or fund or otherwise secure the payment of, any compensation or benefits (including any equity or equity-based awards) to any Company Associate; (j) terminate the employment or services of any officer or employee of the Company at the level of managing director or above, other than for cause, or hire or promote, or change the employment status or title of, any individual; (k) sell, lease, license, assign, abandon, permit to lapse, transfer, exchange, swap or other dispose of, or subject to any Encumbrance (other than Permitted Encumbrances), any of its properties, rights or assets (including shares in each casethe capital of the Company or its Subsidiaries), except (i) dispositions of obsolete or worthless equipment, in the Ordinary Course of Business; , (viiiii) acquire any material asset or sell, lease or otherwise irrevocably dispose nonexclusive licenses of any of its material assets, properties or rights, or grant any Encumbrance with respect to such assets, properties or rights; in each case, except Intellectual Property entered into in the Ordinary Course of BusinessBusiness and (iii) pursuant to transactions solely among the Company and its wholly owned Company Subsidiaries or solely among wholly owned Company Subsidiaries; (ixl) make any material Tax election in a manner inconsistent with the Innovate’s past practicesmake, change or revoke any Tax electionentity classification election or material other election relating to Taxes; file any material amendment to any Tax ReturnReturn or file any Tax Return in a manner that is inconsistent with past practice (except as required by applicable Law); adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement, Tax receivable agreement, Tax indemnity agreement or other similar agreement or arrangement, other than commercial contracts entered into in the Ordinary Course of Business with unrelated vendors, customers or landlords the primary purpose of which is not related to Taxes; enter into any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) or any other material agreement with a Tax authority with respect to any Tax; settle or compromise any claim, notice, audit report report, assessment or assessment other material proceeding in respect of Taxes; apply for or enter into any tax amnesty program or any ruling from any Tax authority with respect to Taxes; surrender any right to claim a material Tax refund, credit or other reduction in Tax liability; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim Return, Tax claim, audit, assessment or assessmentother proceeding; or take or omit to take any action outside the Ordinary Course of Business that would materially increase the Taxes payable by a Transferred Entity; (xm) enter into, amend amend, modify, fail to renew or terminate any Innovate Material Contract (provided that, for the purposes of this clause (m), each of the $100,000 thresholds set forth in the definition of Material Contracts shall be reduced to $25,000), Lease, the Investor Rights Agreement, the FTV Indemnity Agreement or any Company Contract or any Contract under which the Company or any Company Subsidiary acts as an arranger with any of the counterparties listed on Section 5.3(m) of the Company Disclosure Schedule; (n) enter into any individual contract under which the Company or any of its Subsidiaries grants or agrees to grant any right to material Intellectual Property; (o) commence, waive, release, assign, settle, compromise or admit wrongdoing (including by the Company, any Company Subsidiary or any of their Affiliates or Representatives) with respect to any potential claim, action or proceeding (other than any claim, action or proceeding relating to Taxes, which shall be governed exclusively by clause (k) above), other than waivers, releases, assignments, settlements or compromises that do not include any admission of wrongdoing and do not and are not reasonably likely to create material obligations of the Company or any of its Affiliates (including Company Subsidiaries, but excluding future obligations to refrain from defamation or violations of Law) other than the payment of monetary damages not in excess of $50,000 in the aggregate or ordinary course claims and related Legal Proceedings under or with respect to any insurance policy; (p) incur or commit to incur any capital expenditures, or any obligations or liabilities in connection therewith; (q) adopt or enter into a plan of complete or partial liquidation, dissolution, recapitalization or other reorganization or otherwise liquidate (completely or partially), dissolve, restructure, recapitalize or effect any other reorganization (including any restructuring, recapitalization or reorganization between or among any of the Company or any of its Subsidiaries); (r) cancel any of the Company’s Insurance Policies or fail to pay the premiums on the Company’s Insurance Policies such that such failure causes a cancellation of such policy, or fail to use commercially reasonable efforts to maintain the Company’s Insurance Policies in the Ordinary Course of Business; (xis) initiate enter into any transactions or settle Contracts with any lawsuit, claim, action, suit, proceeding, investigation affiliate or other Legal ProceedingPerson that would be required to be disclosed by the Company under Item 404 of Regulation S-K of the SEC, whether civilprovided that, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach the purposes of this AgreementSection 5.3(s), the monetary threshold set forth in Item 404 shall be deleted and replaced with “$5,000”; (xiit) adopt a plan of complete make any change in financial accounting policies, practices, principles or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate procedures or any of its Subsidiaries that is not promptly replaced methods of reporting income, deductions or other material items for financial accounting purposes, except as required by a comparable amount of insurance coverageGAAP; (xviiu) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to make any material payment with respect to any of Innovate’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xix) take, agree to take, or permit any Subsidiary of Innovate to take or agree to take, any of the actions specified in clauses (i) through (xviii) of this Section 4.4(a); or (xx) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Business. (b) Except (i) as expressly contemplated by this Agreement, including with respect to the Innovate Post-Closing Financing, (ii) as set forth in Section 4.4(b) of the Company Schedule of Exceptions, (iii) as required by applicable Law, or (iv) with the prior written consent of Innovate (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares from terminated employees of the Company at actual cost); (iii) except as set forth in Section 4.4(b)(iii) of the Company Schedule of Exceptions, amend the Company Charter or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions, (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of acquire (including by changing any option expiration datemerger, exercise period consolidation or vesting schedule): (x) any capital acquisition of stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants); (y) any option, warrant or right to acquire any capital stock assets or any other security of the Company; means) or (z) authorize or announce an intention to so acquire, or enter into any instrument convertible into, exercisable or exchangeable agreements providing for any capital stock or other security of the Company; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor in excess of $250,000, in each case, other than pursuant to commitments and similar arrangements which are in existence as of the date hereof; (vii) other than as required by Law: (A) terminate any key employee (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis); or (B) grant, make or pay bonus or profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable toacquisitions of, any assets of its directors, employees any Person or consultants; in each caseany business or division thereof, except for acquisitions of supplies or equipment in the Ordinary Course of Business; (viiiv) except as required in order for the Company to comply with a Company Contract, make any material Tax election in a manner inconsistent with the Company’s past practices, change payment or revoke any Tax election; file any material amendment payments to any Tax Return; adopt third party that (i) individually or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling); surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (ix) enter into, amend or terminate any Company Material Contract other than in the Ordinary Course of Business; aggregate exceed $5,000 and (xii) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills, (B) for a breach of this Agreement or (C) have not been approved in connection with Legal Proceedings disclosed in Schedule 2.20; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xii) enter into a new line of business; (xiii) terminate or cancel any insurance coverage policy maintained writing by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xv) fail to make any material payment with respect to any chief financial officer of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xvi) agree to take, take or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xv) of this Section 4.4(b); or (xviiw) fail agree, resolve or commit to timely tender do any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in of the Ordinary Course of Businessforegoing.

Negative Obligations. (a) Except (i) as expressly contemplated or permitted by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, (ii) as set forth in Section Part 4.4(a) of the Innovate Schedule of ExceptionsPTI Disclosure Schedule, (iii) as required by applicable Law, (iv) in connection with the PTI Asset Disposition, or (ivv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Periodperiod commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article 9 and the Effective Time, neither Innovate PTI shall not, nor Merger Sub shall, or shall it cause or permit any Subsidiary of Innovate or Merger Sub its Subsidiaries to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of Innovate or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stockstock (other than for shares of PTI Capital Stock issuable as a dividend that have accrued pursuant to the PTI’s certificate of incorporation) other than (x) a distribution of the cash proceeds actually received by PTI from a PTI Asset Disposition and (y) the distribution of CVRs contemplated by Section 1.6; or repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities (except for shares of Innovate PTI Common Stock from terminated employees of Innovate at actual costPTI pursuant to contracts in effect as of the date hereof and disclosed on the PTI Disclosure Schedules); (iiiii) amend the charter, certificate of incorporation, bylaws, articles of association bylaws or other charter or organizational documents of Innovate, Merger Sub or any Subsidiary of InnovatePTI, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transactiontransaction except as related to the Contemplated Transactions; (iviii) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of ExceptionsPTI Disclosure Schedule, and other than as contemplated by in connection with the Contemplated Transactions (includingTransactions, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant issue or authorizegrant, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, authorize the terms issuance of (including by changing or make any option expiration date, exercise period or vesting schedulecommitments to do any of the foregoing): (Ai) any capital stock or other security of Innovate (except for Innovate shares of PTI Common Stock issued (x) upon the valid exercise of PTI Options outstanding Innovate as of the date of this Agreement or (y) settlement of PTI RSUs outstanding as of the date of this Agreement or sales of shares of PTI Common Stock Optionsissued upon vesting and/or settlement of PTI RSUs outstanding as of the date of this Agreement to cover tax obligations upon such vesting and/or settlement); (Bii) any option, warrant, warrant or right or other award to acquire any capital stock or any other security of Innovatesecurity; or (Ciii) any instrument convertible into, exercisable into or exchangeable for any capital stock or other security of Innovatesecurity; (viv) form any Subsidiary or acquire any equity interest or other interest in any other PersonEntity; (viv) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure, or commitment therefor in excess of $250,000; (vii) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: (A) adopt, establish or enter into or terminate any Innovate Employee Program; (B) cause or permit any Innovate Employee Program to be amended, terminated or rights thereunder to be accelerated, other than as required by Law; (C) hire any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its material assets, properties or rights, or grant any Encumbrance with respect to such assets, properties or rights; in each case, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (x) enter into, amend or terminate any Innovate Material Contract other than in the Ordinary Course of Business; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to make any material payment with respect to any of Innovate’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xix) take, agree to take, or permit any Subsidiary of Innovate to take or agree to take, any of the actions specified in clauses (i) through (xviii) of this Section 4.4(a); or (xx) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Business. (b) Except (i) as expressly contemplated by this Agreement, including with respect to the Innovate Post-Closing Financing, (ii) as set forth in Section 4.4(b) of the Company Schedule of Exceptions, (iii) as required by applicable Law, or (iv) with the prior written consent of Innovate (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares from terminated employees of the Company at actual cost); (iii) except as set forth in Section 4.4(b)(iii) of the Company Schedule of Exceptions, amend the Company Charter or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions, (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants); (y) any option, warrant or right to acquire any capital stock or any other security of the Company; or (z) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of the Company; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor in excess of $250,000, in each case, other than pursuant to commitments and similar arrangements which are in existence as of the date hereof10,000; (viivi) (i) adopt, establish or enter into any PTI Employee Plan; (ii) cause or permit any PTI Employee Plan to be amended other than as required by Law: law or in order to make amendments for the purposes of Section 409A of the Code, subject to prior review and approval (Awith such approval not to be unreasonably withheld, conditioned or delayed) terminate by the Company; (iii) pay any key employee (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis); or (B) grant, make or pay bonus or make any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directorsdirectors or employees; (iv) increase the severance or change of control benefits offered to any current or new service providers or (v) hire any officer, employees employee or consultants; in each caseconsultant; (vii) other than a PTI Asset Disposition, enter into any material transaction outside the Ordinary Course of Business; (viii) acquire any material asset nor, other than a PTI Asset Disposition, sell, lease other otherwise irrevocably dispose of any of its material assets or properties, or grant any Encumbrance with respect to such assets or properties, except in the Ordinary Course of Business; (viiiix) make any material Tax election in a manner inconsistent with the Company’s past practicesmake, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any material accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement (other than commercial Contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes); enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling)Taxes; surrender any right to claim a material Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (x) enter into, amend or terminate any PTI Material Contract, other than (i) in the Ordinary Course of Business with respect to the business as currently being conducted so long as no such amendment increases the cost to PTI in any respect or imposes any additional monetary or other material obligations that survive the Closing or (ii) entering into a PTI Material Contract with respect to a PTI Asset Disposition; (xi) other than in the Ordinary Course of Business, materially change pricing or royalties or other payments set or charged by PTI or any PTI Subsidiary to its customers or licensees; agree to materially increase pricing or royalties or other payments set or charged by persons who have licensed Intellectual Property to PTI; or materially increase pricing or royalties or other payments set or charged by persons who have licensed Intellectual Property to PTI; (xii) settle any pending or threatened Legal Proceeding against PTI or any of its Subsidiaries, other than settlements (A) for an amount not in excess of $100,000 individually or $500,000 in the aggregate (excluding amounts to be paid under existing insurance policies or renewals thereof) and (B) that do not impose any material restrictions on the operations or businesses of PTI or its Subsidiaries, taken as a whole, or any equitable relief on, or the admission of wrongdoing by, PTI or any of its Subsidiaries; (xiii) terminate or modify in any material respect, or fail to exercise renewal rights with respect to, any material insurance policy; or (xiv) agree, resolve or commit to do any of the foregoing. (b) Except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth on Part 4.4(b) of the Company Disclosure Schedule, (iii) as required by applicable Law, (iv) in connection with the Company Reorganization implemented immediately prior to the Contemplated Transactions, or (v) with the prior written consent of PTI (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article 9 and the Effective Time, Holdings and the Company shall not, nor shall it cause or permit any of its Subsidiaries to, do any of the following: (i) (i) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock (other than for equity interests of Holdings or shares of Company Capital Stock issuable as a dividend that have accrued pursuant to Holding’s operating agreement or the Company’s certificate of incorporation, as applicable), or (ii) repurchase, redeem or otherwise reacquire any equity interests, shares of capital stock or other securities (except for shares of Company Common Stock from terminated employees of the Company pursuant to contracts in effect as of the date hereof and disclosed on the Company Disclosure Schedule); (ii) amend the certificate of incorporation, bylaws or other charter or organizational documents of the Company or the certificate of formation, operating agreement or other organizational documents of Holdings, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction, except as related to the Contemplated Transactions; (iii) except for contractual commitments in place at the time of this Agreement and disclosed in the Company Disclosure Schedule, and other than in connection with the Contemplated Transactions and the Company Reorganization, sell, issue or grant, or authorize the issuance of (or make any commitments to do any of the foregoing): (i) any capital stock, equity interest or other security (except for shares of Company Common Stock issued upon the valid exercise of Company Options or Company Warrants outstanding as of the date of this Agreement); (ii) any option, warrant or right to acquire any capital stock, equity interest or any other security other than options to purchase up to 1.0% of the Company’s total outstanding shares of common stock or (iii) any instrument convertible into or exchangeable for any capital stock, equity interest or other security; (iv) form any Subsidiary or acquire any equity interest or other interest in any other Entity; (v) other than in the Ordinary Course of Business, (i) lend money to any Person; (ii) incur or guarantee any indebtedness for borrowed money; (iii) issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; (iv) guarantee any debt securities of others; or (v) make any capital expenditure or commitment in excess of $10,000; (vi) other than in the Ordinary Course of Business or in connection with the Company Reorganization, (i) adopt, establish or enter into any Company Employee Plan; (ii) cause or permit any Company Employee Plan to be amended other than as required by law or in order to make amendments for the purposes of Section 409A of the Code; (iii) pay any material bonus or make any material profit-sharing or similar payment to, or materially increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its executives or highly compensated employees, or (iv) materially increase the severance or change of control benefits offered to any current or new service providers; provided, however, that the Company may, without PTI’s consent, make adjustments to the compensation packages of the Company’s executives as informed by a peer group compensation analysis conducted by an independent third party; (vii) enter into any material transaction outside the Ordinary Course of Business; (viii) acquire any material asset nor sell, lease or otherwise irrevocably dispose of any of its material assets or properties, or grant any Encumbrance with respect to such assets or properties, except in the Ordinary Course of Business; (ix) make, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any material accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement (other than commercial Contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes); settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (x) enter into, amend or terminate any Company Material Contract other than in the Ordinary Course of Business; (x) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills, (B) for a breach of this Agreement or (C) in connection Business with Legal Proceedings disclosed in Schedule 2.20respect to the business as currently being conducted; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xii) enter into a new line of business; (xiii) terminate or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xv) fail to make any material payment with respect to any of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xvi) agree to take, take or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xv) of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Business, materially change pricing or royalties or other payments set or charged by the Company or any Company Subsidiary to its customers or licensees; agree to materially increase pricing or royalties or other payments set or charged by persons who have licensed Intellectual Property to the Company or materially increase pricing or royalties or other payments set or charged by persons who have licensed Intellectual Property to the Company; or (xii) agree, resolve or commit to do any of the foregoing.

Negative Obligations. (a) Except (i) as expressly contemplated or permitted by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, (ii) as set forth in Section 4.4(a) 4.4 of the Innovate Schedule of Exceptions, (iii) as required by applicable LawPivot Disclosure Schedule, or (iviii) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned)Merger Partner, at all times during the Pre-Closing Periodperiod commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9 and the Effective Time, neither Innovate nor Pivot shall not do any of the following: (i) declare, accrue, set aside or pay any dividend or made any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Merger Partner Common Stock from terminated employees of Merger Partner); (ii) except for contractual commitments in place at the time of this Agreement, sell, issue or grant, or authorize the issuance of: (i) any capital stock or other security (except for Pivot Common Stock issued upon the valid exercise of outstanding Pivot Options); (ii) any option, warrant or right to acquire any capital stock or any other security (except for Pivot Options in an amount up to 500,000); or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (iii) amend the certificate of incorporation, bylaws or other charter or organizational documents of Pivot, or effect or been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction except as related to the Proposed Transactions; (iv) form any Subsidiary other than Merger Sub shallor acquire any equity interest or other interest in any other Entity; (v) lend money to any Person; incur or guarantee any indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or shall other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment in excess of $250,000, other than in the Ordinary Course of Business or in connection with Pivot’s winding down of operations; (vi) (i) adopt, establish or enter into any Pivot Employee Plan; (ii) cause or permit any Subsidiary Pivot Employee Plan to be amended other than as required by law or in order to make amendments for the purposes of Innovate Section 409A of the Code, subject to prior review and approval (with such approval not to be unreasonably withheld) by Merger Partner; or (iii) other than in the Ordinary Course of Business, pay any bonus or made any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors or employees; provided, that, Pivot may pay full yearly bonuses and other severance and retention payments to its employees in connection with their termination of employment; (vii) enter into any material transaction outside the Ordinary Course of Business; (viii) acquire any material asset, except in the Ordinary Course of Business consistent with past practices; (ix) make, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business with vendors, customers or landlords; enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (x) enter into any Pivot Material Contract; or (xi) (i) materially change pricing or royalties or other payments set or charged by Pivot to its customers or licensees, (ii) agree to materially increase pricing or royalties or other payments set or charged by persons who have licensed Intellectual Property to Pivot, or (iii) as of the date of this Agreement, materially increase pricing or royalties or other payments set or charged by persons who have licensed Intellectual Property to Pivot. (b) Except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth in Section 4.4 of the Merger Sub Partner Disclosure Schedule, or (iii) with the prior written consent of Pivot, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9 and the Effective Time, Merger Partner shall not, nor shall it cause or permit any of its Subsidiaries to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of Innovate or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declareDeclare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Innovate Merger Partner Common Stock from terminated employees of Innovate at actual costMerger Partner); (iiiii) amend the charter, certificate of incorporation, bylaws, articles of association bylaws or other charter or organizational documents of Innovate, Merger Sub or any Subsidiary of InnovatePartner, or effect or be been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iviii) except for contractual sell, issue or grant, or authorize the issuance of, or make any commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) to do any of the Innovate Schedule of Exceptionsforegoing, and other than as contemplated by the Contemplated Transactions Proposed Transactions: (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (Ai) any capital stock or other security of Innovate (except for Innovate (a) Merger Partner Options or shares of Merger Partner Common Stock issued to Merger Partner employees or consultants or (b) shares of Merger Partner Common Stock issued upon the valid exercise of outstanding Innovate Stock Merger Partner Options, each which shall be subject to the adjustments contemplated in the definition of “Fully Diluted Basis”); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure, or commitment therefor in excess of $250,000; (vii) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: (A) adopt, establish or enter into or terminate any Innovate Employee Program; (B) cause or permit any Innovate Employee Program to be amended, terminated or rights thereunder to be accelerated, other than as required by Law; (C) hire any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its material assets, properties or rights, or grant any Encumbrance with respect to such assets, properties or rights; in each case, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (x) enter into, amend or terminate any Innovate Material Contract other than in the Ordinary Course of Business; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to make any material payment with respect to any of Innovate’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xix) take, agree to take, or permit any Subsidiary of Innovate to take or agree to take, any of the actions specified in clauses (i) through (xviii) of this Section 4.4(a); or (xx) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Business. (b) Except (i) as expressly contemplated by this Agreement, including with respect to the Innovate Post-Closing Financing, (ii) as set forth in Section 4.4(b) of the Company Schedule of Exceptions, (iii) as required by applicable Law, or (iv) with the prior written consent of Innovate (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares from terminated employees of the Company at actual cost); (iii) except as set forth in Section 4.4(b)(iii) of the Company Schedule of Exceptions, amend the Company Charter or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions, (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants); (y) any option, warrant or right to acquire any capital stock or any other security of the Companysecurity; or (ziii) any instrument convertible into, exercisable into or exchangeable for any capital stock or other security of the Companysecurity; (viv) form any Subsidiary other than Merger Sub or acquire any equity interest or other interest in any other PersonEntity; (viv) other than in the Ordinary Course of Business, lend money to any Person; incur or guarantee any Indebtedness indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor in excess of $250,000, in each case, other than pursuant to commitments and similar arrangements which are in existence as of the date hereof150,000; (viivi) other than in the Ordinary Course of Business, and in observance of common practice for a similarly-situated company: (i) adopt, establish or enter into any Merger Partner Employee Plan; (ii) cause or permit any Merger Partner Employee Plan to be amended other than as required by Law: (A) terminate any key employee (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis)law; or (Biii) grant, make or pay any bonus or made any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees officers or consultants; in each case, except in employees; (vii) enter into any material transaction outside the Ordinary Course of Business; (viii) make acquire any material Tax election asset nor sale, lease other otherwise irrevocably dispose of any of its assets or properties, nor grant any Encumbrance with respect to such assets or properties, except in a manner inconsistent the Ordinary Course of Business consistent with the Company’s past practices; (ix) make, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business with vendors, customers or landlords; enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling)Taxes; surrender any right to claim a material Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (ixx) enter into, amend or terminate of any Company Merger Partner Material Contract other than in the Ordinary Course of Business; (x) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills, (B) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20;Contract; or (xi) adopt a plan of complete (i) materially change pricing or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization royalties or other reorganization; (xii) enter into a new line of business; (xiii) terminate payments set or cancel any insurance coverage policy maintained charged by the Company Merger Partner or any of Merger Partner Subsidiary to its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; customers or licensees, (xiv) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xv) fail to make any material payment with respect to any of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xviii) agree to take, take change pricing or permit any Subsidiary of the Company to take royalties or agree to take, any of the actions specified in clauses (i) through (xv) of this Section 4.4(b); or (xvii) fail to timely tender any fees other payments set or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company charged by persons who have licensed Intellectual Property to lapse Merger Partner or terminateany Merger Partner Subsidiary, except in or (iii) as of the Ordinary Course date of Businessthis Agreement, materially change pricing or royalties or other payments set or charged by persons who have licensed Intellectual Property to Merger Partner or any Merger Partner Subsidiary.

Negative Obligations. (a) Except (i) as expressly contemplated or permitted by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, (ii) as set forth in Section 4.4(a) of the Innovate Schedule of ExceptionsParent Disclosure Schedule, (iii) as required by applicable Lawreasonably necessary to ensure that Parent complies with Laws and pre-existing contractual obligations, including, without limitation, Parent’s obligation under the Parent PIPE Financing, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), at all times during the Pre-Closing Period, neither Innovate Parent shall not, nor Merger Sub shall, or shall it cause or permit any Subsidiary of Innovate or Merger Sub Parent to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of Innovate or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Innovate Parent Common Stock from terminated employees of Innovate Parent); (ii) except for (A) contractual commitments in place at actual costthe time of this Agreement and disclosed in the Parent SEC Reports, Section 3.10 and/or Section 3.13(a) of the Parent Disclosure Schedule and (B) as contemplated by the Parent PIPE Financing, and other than as contemplated by the Contemplated Transactions, sell, issue or grant, or authorize the issuance of: (i) any capital stock or other security (except for Parent Common Stock issued upon the valid exercise of outstanding Parent Stock Options); (ii) any option, warrant or right to acquire any capital stock or any other security; or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (iii) amend the charter, certificate of incorporation, bylaws, articles of association bylaws or other charter or organizational documents of Innovate, Merger Sub Parent or any Subsidiary of InnovateParent, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transactiontransaction except as related to the Contemplated Transactions; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate; (v) form any new Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure, or commitment therefor in excess of $250,000; (vii) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: (A) adopt, establish or enter into or terminate any Innovate Employee Program; (B) cause or permit any Innovate Employee Program to be amended, terminated or rights thereunder to be accelerated, other than as required by Law; (C) hire any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its material assets, properties or rights, or grant any Encumbrance with respect to such assets, properties or rights; in each case, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (x) enter into, amend or terminate any Innovate Material Contract other than in the Ordinary Course of Business; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to make any material payment with respect to any of Innovate’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xix) take, agree to take, or permit any Subsidiary of Innovate to take or agree to take, any of the actions specified in clauses (i) through (xviii) of this Section 4.4(a); or (xx) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Business. (b) Except (i) as expressly contemplated by this Agreement, including with respect to the Innovate Post-Closing Financing, (ii) as set forth in Section 4.4(b) of the Company Schedule of Exceptions, (iii) as required by applicable Law, or (iv) with the prior written consent of Innovate (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares from terminated employees of the Company at actual cost); (iii) except as set forth in Section 4.4(b)(iii) of the Company Schedule of Exceptions, amend the Company Charter or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions, (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants); (y) any option, warrant or right to acquire any capital stock or any other security of the Company; or (z) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of the Company; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor in excess of $250,000, in each case, other than pursuant to commitments and similar arrangements which are in existence as of the date hereof100,000; (viivi) (A) adopt, establish or enter into any Parent Employee Program; (B) cause or permit any Parent Employee Program to be amended other than as required by Law: Law or in order to make amendments for the purposes of Section 409A of the Code, subject to prior review and approval (Awith such approval not to be unreasonably withheld) terminate by the Company; (C) hire any key new employee or consultant, (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis); or (BD) grant, make or pay any severance, bonus or profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; consultants other than pursuant to plans or arrangements in each caseexistence as at the date of this Agreement; (vii) acquire any material asset nor sell, lease or otherwise irrevocably dispose of any of its material assets or properties, nor grant any Encumbrance with respect to such assets or properties, except in the Ordinary Course of Business; (viii) make any material Tax election in a manner inconsistent with the Company’s past practicesmake, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business with vendors, customers or landlords; enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling)Taxes; surrender any right to claim a material Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (ix) enter into, amend or terminate any Parent Material Contract; (x) commence a lawsuit other than (A) for routine collection of bills, (B) in such cases as Parent in good faith determines that failure to commence such lawsuit would result in the material impairment of a valuable aspect of Parent’s and/or any Subsidiary of Parent business or (C) for a breach of this Agreement; or (xi) agree to take, take or permit any Subsidiary of Parent to take or agree to take, any of the actions specified in clauses (i) through (x) of this Section 4.4(a) (b) Except (i) as expressly contemplated or permitted by this Agreement, (ii) as contemplated in connection with the Series C Transaction Documents, (iii) as set forth in Section 4.4(b) of the Company Disclosure Schedule, (iv) as reasonably necessary to ensure that the Company complies with Laws and pre-existing contractual obligations, including, without limitation, the Company’s obligation to issue shares of Company Common Stock in the Company Common Stock Financing or shares of Company Series C-2 Preferred Stock in the Company Backstop Financing, (v) the issuance of shares of Company Capital Stock pursuant to the exercise or conversion of Company Stock Options, Company Warrants, Company Series A Preferred Stock or Company Series B Preferred Stock, (vi) the issuance of Company Stock Options or other securities issuable pursuant to the Company Option Plans or otherwise to employees, directors and other service providers; or (vii) with the prior written consent of Parent (which consent shall not be unreasonably withheld), at all times during the Pre-Closing Period, the Company shall not do any of the following: (i) Declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Common Stock from terminated employees of the Company); (ii) except with respect to the filing of the Certificate of Designations, Preferences and Rights of Series C-2 Preferred Convertible Preferred Stock in connection with the Company Backstop Financing, amend the Company Charter, Company Bylaws or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iii) except for (A) contractual commitments in place at the time of this Agreement and disclosed as a Company Material Contract or (B) as contemplated by the Company Common Stock Financing or Company Backstop Financing, sell, issue or grant, or authorize the issuance of, or make any commitments to do any of the foregoing, other than as contemplated by the Contemplated Transactions: (i) any capital stock or other security (except for (a) Company Stock Options or shares of Company Common Stock issued to Company employees or consultants or (b) shares of Company Common Stock issued upon the valid exercise of Company Stock Options”); (ii) any option, warrant or right to acquire any capital stock or any other security; or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (iv) form any Subsidiary or acquire any equity interest or other interest in any other Person; (v) other than in the Ordinary Course of Business, lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment in excess of $100,000; (vi) other than in the Ordinary Course of Business, and in observance of common practice for a similarly-situated company: (i) adopt, establish or enter into any Company Employee Program, (ii) cause or permit any Company Employee Program to be amended other than as required by Law, or (iii) pay any bonus or made any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (vii) acquire any material asset nor sell, lease or otherwise irrevocably dispose of any of its assets or properties, nor grant any Encumbrance with respect to such assets or properties, except in the Ordinary Course of Business consistent with past practices; (viii) make, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business with vendors, customers or landlords; enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (ix) enter into, amend or terminate any Company Material Contract other than in that would increase the Ordinary Course of BusinessCompany’s obligations thereunder; (x) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, commence a lawsuit other than (A) for routine collection of bills, (B) in such cases as the Company in good faith determines that failure to commence such lawsuit would result in the material impairment of a valuable aspect of the Company’s business or (C) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20Agreement; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xii) enter into a new line of business; (xiii) terminate or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xv) fail to make any material payment with respect to any of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices;; or (xvixii) agree to take, take or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xv) of xii)of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Business.

Negative Obligations. (a) Except (i) as expressly contemplated or permitted by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, (ii) as set forth in Section 4.4(a‎5.4(a) of the Innovate Schedule of Exceptions, (iii) as required by applicable LawParent Disclosure Letter, or (iviii) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned)Company, at all times during the Pre-Closing Periodperiod commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9 and the Effective Time, neither Innovate Parent shall not, nor Merger Sub shall, or shall it cause or permit any Subsidiary of Innovate or Merger Sub toits Subsidiaries, to do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of Innovate or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock; or repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities (except for shares of Innovate Parent Common Stock from terminated employees of Innovate Parent and except in connection with a cashless exercise of any Parent Options); (ii) except for contractual commitments in place at actual costthe time of this Agreement as listed in Section ‎5.4(a)(ii) of the Parent Disclosure Letter, sell, issue or grant, or authorize the issuance of, or make any commitments to do any of the foregoing, other than as contemplated by the transactions contemplated hereunder: (i) any capital stock or other security (except for shares of Parent Common Stock issued upon the valid exercise of outstanding Parent Options); (ii) any option, warrant or right to acquire any capital stock or any other security; or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (iii) amend the charter, certificate of incorporation, bylaws, articles of association bylaws or other charter or organizational documents of Innovate, Merger Sub or any Subsidiary of InnovateParent, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transactiontransaction except as related to the transactions contemplated hereunder; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate; (v) form any Subsidiary or acquire any equity interest or other interest in any other Personentity; (viv) other than in the ordinary course of business, lend money to any Person; , incur or guarantee any Indebtedness for borrowed money; Indebtedness, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; , guarantee any debt securities of others; , or make any capital expenditure, expenditure or binding commitment therefor in excess of $250,00050,000; (vii) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: (Avi) adopt, establish or enter into or terminate any Innovate Employee Program; employee plan that would be required to be disclosed on Section ‎4.11(a) of the Parent Disclosure Letter, (Bii) cause or permit any Innovate Employee Program employee plan set forth on Section ‎4.11(a) of the Parent Disclosure Letter to be amended, terminated or rights thereunder to be accelerated, amended other than as required by Law; , or in order to make amendments for the purposes of Section 409A of the Code, subject to prior review and approval by Company, (Ciii) hire any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis)the ordinary course of business, or (D) grant, make or pay any severance, bonus or make any profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directorsdirectors or employees, employees or consultants; in each case, except in (iv) increase the Ordinary Course severance or change of Businesscontrol benefits offered to any current or new service providers; (vii) enter into any material transaction outside the ordinary course of business; (viii) acquire any material asset or nor sell, lease or otherwise irrevocably dispose of any of its material assets, properties assets or rightsproperties, or grant any Encumbrance Lien with respect to such assets, properties assets or rights; in each caseproperties, except in the Ordinary Course ordinary course of Businessbusiness consistent with past practices; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practicesmake, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; , change any annual Tax accounting period, enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the ordinary course of business with vendors, customers or landlords; enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; , apply for or enter into any ruling from any Tax authority with respect to Taxes; , surrender any right to claim a material Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (x) enter intointo any Contract that would otherwise constitute a Parent Material Agreement, or amend or terminate any Innovate Parent Material Contract other than in the Ordinary Course of BusinessAgreement; (xi) initiate authorize, agree to, commit to or settle enter into any lawsuit, claim, action, suit, proceeding, investigation action or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach of this Agreement;transaction listed in Section ‎3.9; or (xii) adopt a plan of complete agree, resolve or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action commit to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to make any material payment with respect to any of Innovate’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xix) take, agree to take, or permit any Subsidiary of Innovate to take or agree to take, do any of the actions specified in clauses (i) through (xviii) of this Section 4.4(a); or (xx) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Businessforegoing. (b) Except (i) as expressly contemplated or permitted by this Agreement, including with respect to the Innovate Post-Closing Financing, (ii) as set forth in on Section 4.4(b‎5.4(b) of the Company Schedule of Exceptions, (iii) as required by applicable LawDisclosure Letter, or (iviii) with the prior written consent of Innovate (which consent shall not be unreasonably withheld, delayed or conditioned)Parent, at all times during the Pre-Closing Periodperiod commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to ‎Article VIII and the Effective Time, the Company shall not, nor shall it cause or permit any Subsidiary of the Company its Subsidiaries to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares Common Stock from terminated employees of the Company at actual costCompany); (iiiii) except as set forth in Section 4.4(b)(iii) of the Company Schedule of Exceptions, amend the Company Charter certificate of incorporation, bylaws or other charter or organizational documents of the CompanyCompany or its Subsidiaries, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iviii) except for contractual sell, issue or grant, or authorize the issuance of, or make any commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) to do any of the Company Schedule of Exceptionsforegoing, and other than as contemplated by the Contemplated Transactions, transactions contemplated hereunder: (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (xi) any capital stock or other security in the Company (except for outstanding shares of Company Share Capital Common Stock issued upon the valid exercise of Company Options and/or Company WarrantsOptions); (yii) any option, warrant or right to acquire any capital stock or any other security of the Companysecurity; or (ziii) any instrument convertible into, exercisable into or exchangeable for any capital stock or other security of the Companysecurity; (viv) form any Subsidiary or acquire any equity interest or other interest in any other Personentity; (viv) other than in the ordinary course of business, lend money to any Person; , incur or guarantee any Indebtedness for borrowed money; Indebtedness, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; , guarantee any debt securities of others; , or make any capital expenditure or binding commitment therefor in excess of $250,000, in each case, other than pursuant to commitments and similar arrangements which are in existence as of the date hereof50,000; (viivi) other than in the ordinary course of business, and in observance of common practice for a similarly-situated company: (i) adopt, establish or enter into any employee plan that would be required to be disclosed on Section ‎3.11(a) of the Company Disclosure Letter; (ii) cause or permit any employee plan set forth on Section ‎3.11(a) of the Company Disclosure Letter to be amended other than as required by Law: (A) terminate any key employee (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis); or (Biii) grant, make or pay any bonus or make any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees officers or consultants; in each case, except in employees; (vii) enter into any material transaction outside the Ordinary Course ordinary course of Businessbusiness; (viii) make acquire any material Tax election asset nor sell, lease or otherwise irrevocably dispose of any of its assets or properties, or grant any Lien with respect to such assets or properties, except in a manner inconsistent the ordinary course of business consistent with the Company’s past practices; (ix) make, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the ordinary course of business with vendors, customers or landlords; enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling)Taxes; surrender any right to claim a material Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (ixx) enter intointo any Contract that would otherwise constitute a Company Material Agreement, or amend or terminate any Company Material Contract other than in the Ordinary Course of Business; (x) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills, (B) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20Agreement; (xi) adopt a plan of complete authorize, agree to, commit to or partial liquidation enter into any action or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;transaction listed in Section ‎4.9; or (xii) enter into a new line of business; (xiii) terminate agree, resolve or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, commit to change accounting policies or procedures; (xv) fail to make any material payment with respect to do any of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xvi) agree to take, take or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xv) of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Businessforegoing.

Negative Obligations. (a) Except Without limiting the obligations set forth in Section 4.3, except (i) as expressly contemplated required by this Agreement or the Support Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, (ii) as set forth in Section 4.4(a4.5(a) of the Innovate Schedule of Exceptions, (iii) as required by applicable LawChardonnay Disclosure Schedule, or (iviii) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned)Riesling, at all times during the Pre-Closing Period, neither Innovate Chardonnay shall not, nor Merger Sub shall, or shall it cause or permit any Subsidiary of Innovate or Merger Sub Chardonnay to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of Innovate or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declare, accrue, set aside or pay any dividend or make any other distribution distribution, whether payable in cash, stock or other property, in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire reacquire, directly or indirectly, any shares of capital stock or other securities (except for shares of Innovate Chardonnay Common Stock from terminated employees of Innovate Chardonnay); (ii) except for contractual commitments in place at actual costthe date of this Agreement pursuant to Contracts accurate and complete copies of which have been made available to Riesling prior to the date hereof, sell, issue, transfer, pledge or grant, or authorize the issuance of or make any commitments to do any of the foregoing with respect to: (i) any capital stock or other security (except for Chardonnay Common Stock issued upon the valid exercise of outstanding Chardonnay Stock Options and Chardonnay RSUs); (ii) any option, warrant or right to acquire any capital stock or any other security; or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (iii) amend the charter, certificate of incorporation, bylaws, articles of association bylaws or other charter or organizational documents of Innovate, Merger Sub Chardonnay or any Subsidiary of InnovateChardonnay, or effect or be a party to or authorize or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, or reverse stock split, except for the Contemplated Transactions; (iv) form any new Subsidiary or acquire any equity interest or other material interest in any other Person; (v) lend money to any Person, or incur, assume guarantee or otherwise become liable for any Indebtedness, or make any loans, advances or capital contributions to, or investments in, any other Person (other than for expense advances in the Ordinary Course of Business not in excess of $100,000 in the aggregate); issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or, make any capital expenditures or commitments in excess of $100,000 in the aggregate; (vi) except for contractual commitments in place at the date of this Agreement pursuant to Contracts accurate and complete copies of which have been made available to Riesling prior to the date hereof, (A) adopt, establish or enter into any Chardonnay Employee Program; (B) cause or permit any Chardonnay Employee Program to be amended other than as required by Law or in order to make amendments for the purposes of Section 409A of the Code; (C) grant, make or pay any severance, bonus or profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, employees or consultants or (D) hire any new employee or consultant; (vii) enter into any transaction outside the Ordinary Course of Business that involves payments and/or for a value in excess of $100,000 or that is otherwise material; (viii) sell, lease, pledge or otherwise dispose of any of its material assets or properties, or grant any Encumbrance with respect to such assets or properties, other than sales of assets in the Ordinary Course of Business at not less than fair market value for consideration not greater than $100,000 individually and $500,000 in the aggregate; (ix) make, change or revoke any material Tax election; change (or request any Taxing Authority to change) any material Tax accounting method; settle or compromise any material Tax claim or liability; file any material amendment to any Tax Return relating to income Tax or to any other material Tax; enter into any material Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business with vendors, customers or landlords; enter into any material closing agreement relating to Taxes; file any material Tax Return other than one prepared in a manner consistent with past practice or differing from past practice only as required by Law; apply for or enter into any ruling from any Taxing Authority with respect to material Taxes; surrender any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (x) enter into any Contract that would be a Chardonnay Material Contract, or amend or terminate or waive or grant any release or relinquishment of any material rights under, or renew, any Chardonnay Material Contract; (xi) (A) commence any Legal Proceeding other than (x) for routine collection of bills or (y) for a breach of this Agreement, (B) release, assign, compromise, pay, discharge, waive, settle, agree to settle, or satisfy any Legal Proceeding (including any Legal Proceeding relating to this Agreement or the Merger) or other rights, claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the release, assignment, compromise, payment, discharge, waiver, settlement or satisfaction of claims, liabilities or obligations incurred in the Ordinary Course of Business that involve amounts not to exceed $100,000 individually or $500,000 in the aggregate that (x) do not require any actions or impose any restrictions on the business or operations of Chardonnay or any of its Subsidiaries or impose any other injunctive or equitable relief, (y) provide for the complete release of Chardonnay and its Subsidiaries of all claims and (z) do not provide for any admission of liability by Chardonnay or any of its Subsidiaries or (C) waive any claims of substantial value; (xii) except for transactions among Chardonnay and its Subsidiaries or among the Chardonnay Subsidiaries, directly or indirectly, sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any of its property or assets (including stock or other ownership interests of its Subsidiaries or of any other Person and including transfers of project equipment), except for property and/or assets at not less than fair market value for consideration not greater than $100,000 individually and $500,000 in the aggregate; (xiii) materially change any of the accounting methods, principles or practices used by it unless required by a change in GAAP or Law; (xiv) fail to duly and timely file all material reports and other material documents required to be filed with all Governmental Authorities and other authorities (including the NYSE MKT), subject to extensions permitted by applicable Law; or (xv) agree to take, take or permit any Subsidiary of Chardonnay to take or agree to take, any of the actions specified in clauses (i) through (xiv) of this Section 4.5(a). (b) Without limiting the obligations set forth in Section 4.4, except (i) as expressly required by this Agreement or the Support Agreement, (ii) as set forth in Section 4.5(b) of the Riesling Disclosure Schedule, or (iii) with the prior written consent of Chardonnay, at all times during the Pre-Closing Period, Riesling shall not, nor shall it cause or permit any Subsidiary of Riesling to, do any of the following: (i) declare, accrue, set aside or pay any dividend or make any other distribution, whether payable in cash, stock or other property, in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire, directly or indirectly, any shares of capital stock or other securities (except for Riesling Ordinary Shares from terminated employees of Riesling); (ii) except for contractual commitments in place at the date of this Agreement pursuant to Contracts accurate and complete copies of which have been made available to Chardonnay prior to the date hereof, sell, issue, transfer, pledge or grant, or authorize the issuance of or make any commitments to do any of the foregoing with respect to: (i) any capital stock or other security (except for Riesling Ordinary Shares issued upon the valid exercise of outstanding Riesling Stock Options); (ii) any option, warrant or right to acquire any capital stock or any other security; or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (iii) amend the Riesling Articles of Association, Riesling Bylaws or other charter or organizational documents of Riesling or any of its Subsidiaries, or effect or be a party to or authorize or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate; (v) form any Subsidiary or acquire any equity interest or other interest interest, in excess of €5,000,000, in any other Person; (v) materially change any of the accounting methods, principles or practices used by it unless required by a change in Law or (A) German GAAP, with respect to Riesling or (B) French GAAP, with respect to Samadhi; (vi) lend money to any Person; , or incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure, or commitment therefor in excess of $250,000; (vii) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: (A) adopt, establish or enter into or terminate any Innovate Employee Program; (B) cause or permit any Innovate Employee Program to be amended, terminated or rights thereunder to be accelerated, other than as required by Law; (C) hire any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its material assets, properties or rights, or grant any Encumbrance with respect to such assets, properties or rights; in each case, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (x) enter into, amend or terminate any Innovate Material Contract case other than in the Ordinary Course of Business;; or (xivii) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to make any material payment with respect to any of Innovate’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xix) take, agree to take, take or permit any Subsidiary of Innovate Riesling to take or agree to take, any of the actions specified in clauses (i) through (xviiiv) of this Section 4.4(a4.5(b); or (xx) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Business. (b) Except (i) as expressly contemplated by this Agreement, including with respect to the Innovate Post-Closing Financing, (ii) as set forth in Section 4.4(b) of the Company Schedule of Exceptions, (iii) as required by applicable Law, or (iv) with the prior written consent of Innovate (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares from terminated employees of the Company at actual cost); (iii) except as set forth in Section 4.4(b)(iii) of the Company Schedule of Exceptions, amend the Company Charter or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions, (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants); (y) any option, warrant or right to acquire any capital stock or any other security of the Company; or (z) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of the Company; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor in excess of $250,000, in each case, other than pursuant to commitments and similar arrangements which are in existence as of the date hereof; (vii) other than as required by Law: (A) terminate any key employee (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis); or (B) grant, make or pay bonus or profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) make any material Tax election in a manner inconsistent with the Company’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling); surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (ix) enter into, amend or terminate any Company Material Contract other than in the Ordinary Course of Business; (x) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills, (B) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xii) enter into a new line of business; (xiii) terminate or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xv) fail to make any material payment with respect to any of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xvi) agree to take, take or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xv) of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Business.

Negative Obligations. (a) Except (iw) as expressly and specifically contemplated by this Agreement, including with respect to the Innovate Post-Closing Financing Agreement and the Innovate Shareholder ProposalsContemplated Transactions, (iix) as expressly and specifically contemplated by the BCC Nonrecourse Loan, (y) as set forth in Section 4.4(a) Schedule 4.4 of the Innovate Schedule of Exceptions, (iii) as required by applicable LawAcquiror Disclosure Letter, or (ivz) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned)Company, at all times during the Pre-Closing Periodperiod commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9 and the Effective Time, neither Innovate nor Merger Sub shall, or the Acquiror shall cause or permit any Subsidiary of Innovate or Merger Sub to, not do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of Innovate or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for the repurchase of shares of Innovate Acquiror Common Stock from terminated employees of Innovate the Acquiror at actual such employee’s cost); (ii) sell, issue or grant: (A) any shares of Acquiror Common Stock, Acquiror Preferred Stock or other capital stock (except for shares of Acquiror Common Stock issued upon the exercise of Acquiror Options, Acquiror RSUs or Acquiror Warrants or on conversion of Acquiror Preferred Stock); (B) any option, warrant or right to acquire any capital stock or any other security; or (C) any instrument convertible into or exchangeable for any capital stock or other security; in each case except for (1) shares of Acquiror Common Stock, Acquiror RSUs and Acquiror Options issued or granted to directors, employees or consultants of the Acquiror prior to the date of filing with the SEC of the Form S-4 Registration Statement, (2) shares of Acquiror Common Stock issued upon the exercise of Acquiror Options or Acquiror Warrants or the vesting of Acquiror RSUs, (3) shares of Acquiror Capital Stock or other securities convertible into Acquiror Capital Stock and (4) the issuance of Acquiror Common Stock on conversion of Acquiror Preferred Stock; (iii) amend the charter, certificate articles of incorporation, bylaws, articles of association bylaws or other charter or organizational documents of Innovate, Merger Sub or any Subsidiary of Innovatethe Acquiror, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate; (v) form any Subsidiary or acquire any equity interest or other interest in any other Entity; (v) lend money to any Person; (vi) lend money to incur any Person; incur or guarantee any Indebtedness indebtedness for borrowed money; money or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure, or commitment therefor in excess of $250,000; (vii) adjust guarantee any Liabilities of any other Person; (viii) make any capital expenditure or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: commitment; (ix) (A) adopt, establish or enter into or terminate any Innovate Acquiror Employee ProgramPlan; (B) cause or permit any Innovate Acquiror Employee Program Plan to be amended, terminated or rights thereunder to be accelerated, amended other than as required by Lawlaw; or (C) hire any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or make any profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees officers or consultants; in each case, except in employees; (x) enter into any transaction or commitment involving payment of more than $100,000 outside the Ordinary Course of Business; (viiixi) acquire or dispose of any material asset or sell, lease or otherwise irrevocably dispose of any of its material assets, properties or rights, property or grant any Encumbrance with respect to such assets, properties assets or rights; in each case, except in the Ordinary Course of Businessproperties; (ixxii) make any material Tax election in a manner inconsistent with the Innovate’s past practicesmake, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business with vendors, customers or landlords; enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a material Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (xxiii) enter into, amend or terminate any Innovate Acquiror Material Contract other than in the Ordinary Course of Business; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant;Contract; or (xiv) enter into a new line of business; (xv) take any action to delist, deregister Contract or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to make any material payment with respect to any of Innovate’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xix) take, agree to take, or permit any Subsidiary of Innovate commitment to take or agree to take, any of the actions specified described in clauses (i) through (xviiixiii) of this Section 4.4(a); or (xx) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Business. (b) Except (ix) as expressly and specifically contemplated by this Agreement, including with respect to Agreement and the Innovate Post-Closing FinancingContemplated Transactions, (iiy) as set forth in Section 4.4(b) Schedule 4.4 of the Company Schedule of Exceptions, (iii) as required by applicable LawDisclosure Letter, or (ivz) with the prior written consent of Innovate (which consent shall not be unreasonably withheld, delayed or conditioned)the Acquiror, at all times during the Pre-Closing Periodperiod commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9 and the Effective Time, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, not do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for the repurchase of shares of Company Ordinary Shares Common Stock from terminated employees of the Company at actual such employee’s cost); (iiiii) sell, issue or grant, (A) any shares of Company Common Stock, Company Preferred Stock or other capital stock (except as set forth for shares of Company Common Stock issued upon the exercise of Company Options or Company Warrants or on conversion of Company Preferred Stock); (B) any option, warrant or right to acquire any capital stock or any other security (except for Company Options issued to Company employees or consultants); or (C) any instrument convertible into or exchangeable for any capital stock or other security; in Section 4.4(b)(iiieach case except for (1) shares of Company Common Stock and Company Options issued or granted to employees or consultants of the Company Schedule prior to the date of Exceptionsfiling with the SEC of the Form S-4 Registration Statement, (2) shares of Company Common Stock issued upon the exercise of Company Options or Company Warrants, (3) shares of Company Capital Stock, or other securities convertible into or exercisable for Company Capital Stock, in any Post-Signing Financing for proceeds to the Company (excluding warrant exercise prices) not exceeding the maximum permitted Aggregate Post-Signing Financing Amount and (4) the issuance of Company Common Stock on conversion of Company Preferred Stock; (iii) amend the Company Charter certificate of incorporation, bylaws or other charter or organizational documents of the Company, or effect or be been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions, (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants); (y) any option, warrant or right to acquire any capital stock or any other security of the Company; or (z) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of the Company; (v) form any Subsidiary or acquire any equity interest or other interest in any other Entity; (v) lend money to any Person; (vi) lend money to incur any Person; incur or guarantee any Indebtedness indebtedness for borrowed money; money or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; ; (vii) guarantee any debt securities Liabilities of others; or any other Person; (viii) make any capital expenditure or commitment therefor in excess of $250,000100,000 in any one transaction or series of related transactions, or in each case, other than pursuant to commitments and similar arrangements which are excess of $200,000 in existence as of the date hereofany three-month period; (viiix) (A) adopt, establish or enter into any Company Employee Plan; (B) cause or permit any Company Employee Plan to be amended other than as required by Law: (A) terminate any key employee (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis)law; or (BC) grant, make or pay any bonus or make any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, officers or employees; provided that the Company shall be permitted to enter into employment agreements with its employees as approved by the Board of Directors or consultants; in each case, except in Compensation Committee of the Company; (x) enter into any transaction or commitment involving payment of more than $100,000 outside the Ordinary Course of Business; (viiixi) make acquire or dispose of any material Tax election asset or property or grant any Encumbrance with respect to such assets or properties, except in a manner inconsistent the Ordinary Course of Business consistent with the Company’s past practices; (xii) make, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business with vendors, customers or landlords; enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling)Taxes; surrender any right to claim a material Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (ixxiii) enter into, amend or terminate any Company Material Contract other than in Contract; provided that the Ordinary Course of Business; (x) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills, (B) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xii) Company shall be permitted to enter into a new line of business; (xiii) terminate or cancel any insurance coverage policy maintained employment agreements with its employees as approved by the Company Board of Directors or any Compensation Committee of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage;the Company; or (xiv) take enter into any action, other than as required by applicable Law Contract or GAAP, to change accounting policies or procedures; (xv) fail to make any material payment with respect to any of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xvi) agree to take, take or permit any Subsidiary of the Company commitment to take or agree to take, any of the actions specified described in clauses (i) through (xvxiii) of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Business.

Negative Obligations. (a) Except (i) as expressly contemplated by this Agreement, including with respect to the Innovate Radiant Post-Closing Financing and the Innovate Radiant Shareholder Proposals, (ii) as set forth in Section 4.4(a) of the Innovate Schedule of ExceptionsRadiant Disclosure Schedule, (iii) as required by applicable Law, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, neither Innovate Radiant nor Merger Sub shall, or shall cause or permit any Subsidiary of Innovate Radiant or Merger Sub to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant aside or authorize any shares in the capital stock of Innovate Radiant or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Radiant Common Stock upon exercise of Innovate Radiant Stock Options outstanding under Innovate Radiant Stock Option Plans as of the date hereof or shares of Innovate Radiant Common Stock upon exercise of an Innovate a Radiant Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Radiant Plans, award agreement and/or warranty as applicable;; Table of Contents (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Innovate Radiant Common Stock from terminated employees of Innovate Radiant at actual cost); (iii) amend the charter, certificate of incorporation, bylaws, articles of association or other charter or organizational documents of InnovateRadiant, Merger Sub or any Subsidiary of InnovateRadiant, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of ExceptionsRadiant Disclosure Schedule, and other than as contemplated by the Contemplated Transactions (includingTransactions, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issueissue or grant, grant or authorizeauthorize the issuance, sale, or agree to sellgrant, issue, grant or authorize, or (B) amend or modify, modify or agree to amend or modify, modify the terms of (including by changing any option expiration date, exercise period or vesting schedule): ) or make any commitments to do any of the foregoing: (A) any capital stock or other security of Innovate (except for Innovate Radiant Common Stock issued upon the valid exercise of outstanding Innovate Radiant Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovatesecurity; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovatesecurity; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure, or commitment therefor in excess of $250,000500,000; (vii) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Radiant Stock Options or Innovate Radiant restricted stock awards outstanding under Innovate Radiant Stock Option Plans as of the date hereof, and, other than as required by LawLaw or any Radiant Employee Program: (A) adopt, establish or enter into or terminate any Innovate Radiant Employee Program; (B) cause or permit any Innovate Radiant Employee Program to be amended, terminated or rights thereunder to be accelerated, other than as required by Law; (C) hire any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its material assets, properties or rights, or grant any Encumbrance with respect to such assets, properties or rights; in each case, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practicesmake, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any material accounting method in respect of Taxes; change any material annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxesmaterial Taxes (other than the Withholding Tax Ruling and the Options Tax Ruling); apply for or enter into any ruling from any Tax authority with respect to Taxes; or surrender any right to claim a material Tax refund; enter into any Tax allocation agreementin each case, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver except in the Ordinary Course of the statute of limitations period applicable to any Tax claim or assessmentBusiness; (x) enter into, amend or terminate any Innovate Radiant Material Contract other than in the Ordinary Course of Business; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach of this Agreement;; Table of Contents (xii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate Radiant ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate Radiant or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to make any material payment with respect to any of Innovate’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xix) take, agree to take, take or permit any Subsidiary of Innovate Radiant to take or agree to take, any of the actions specified in clauses (i) through (xviiixv) of this Section 4.4(a); or (xxxviii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Radiant Intellectual Property or allow any material rights to Innovate Radiant Intellectual Property to lapse or terminate, except in the Ordinary Course of BusinessBusiness or by operation of Law. (b) Except (i) as expressly contemplated by this Agreement, including with respect to the Innovate Radiant Post-Closing Financing, (ii) as set forth in Section 4.4(b) of the Company Schedule of ExceptionsDisclosure Schedule, (iii) as required by applicable Law, or (iv) with the prior written consent of Innovate Radiant (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant aside or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares from terminated employees of the Company at actual cost); (iii) except as set forth in Section 4.4(b)(iii) of the Company Schedule of ExceptionsDisclosure Schedule, amend the Company Charter or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) of the Company Schedule of ExceptionsDisclosure Schedule, and other than as contemplated by the Contemplated Transactions, (A) sell, issueissue or grant, grant or authorizeauthorize the issuance, sale, or agree to sellgrant, issue, grant or authorize, or (B) amend or modify, modify or agree to amend or modify, modify the terms of (including by changing any option expiration date, exercise period or vesting schedule): ) or make any commitments to do any of the foregoing, other than as contemplated by the Contemplated Transactions: (xA) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants,); (yB) any option, warrant or right to acquire any capital stock or any other security of the Companysecurity; or (zC) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of the Companysecurity; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor in excess of $250,000, in each case, other than pursuant to commitments and similar arrangements which are in existence as of the date hereof; (vii) other than as required by Law: (A) terminate any key employee (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis); or (B) grant, make or pay bonus or profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) make any material Tax election in a manner inconsistent with the Company’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling); surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (ix) enter into, amend or terminate any Company Material Contract other than in the Ordinary Course of Business; (x) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills, (B) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xii) enter into a new line of business; (xiii) terminate or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xv) fail to make any material payment with respect to any of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xvi) agree to take, take or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xv) of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Business.

Negative Obligations. (a) Except (i) as expressly contemplated required by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, (ii) as set forth in Section 4.4(a) of the Innovate Schedule of Exceptions, (iii) as required by applicable LawTalos Disclosure Schedule, or (iviii) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned)Company, at all times during the Pre-Closing Period, neither Innovate Talos shall not, nor Merger Sub shall, or shall it cause or permit any Subsidiary of Innovate or Merger Sub Talos to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of Innovate or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declare, accrue, set aside or pay any dividend other than the Pre-Closing Dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Innovate Talos Common Stock from terminated employees of Innovate Talos); (ii) except for contractual commitments in place at actual costthe time of this Agreement and disclosed in Section 3.10 and/or Section 3.13(a) of the Talos Disclosure Schedule, and other than the Reverse Stock Split, sell, issue or grant, or authorize the issuance of or make any commitments to do any of the foregoing: (i) any capital stock or other security (except for Talos Common Stock issued upon the valid exercise of outstanding Talos Stock Options); (ii) any option, warrant or right to acquire any capital stock or any other security; or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (iii) amend the charter, certificate of incorporation, bylaws, articles of association bylaws or other charter or organizational documents of Innovate, Merger Sub Talos or any Subsidiary of InnovateTalos, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, or reverse stock split or similar transactionexcept for the Contemplated Transactions; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate; (v) form any new Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure, or commitment therefor in excess of $250,000; (vii) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: (A) adopt, establish or enter into or terminate any Innovate Employee Program; (B) cause or permit any Innovate Employee Program to be amended, terminated or rights thereunder to be accelerated, other than as required by Law; (C) hire any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its material assets, properties or rights, or grant any Encumbrance with respect to such assets, properties or rights; in each case, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (x) enter into, amend or terminate any Innovate Material Contract other than in the Ordinary Course of Business; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to make any material payment with respect to any of Innovate’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xix) take, agree to take, or permit any Subsidiary of Innovate to take or agree to take, any of the actions specified in clauses (i) through (xviii) of this Section 4.4(a); or (xx) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Business. (b) Except (i) as expressly contemplated by this Agreement, including with respect to the Innovate Post-Closing Financing, (ii) as set forth in Section 4.4(b) of the Company Schedule of Exceptions, (iii) as required by applicable Law, or (iv) with the prior written consent of Innovate (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares from terminated employees of the Company at actual cost); (iii) except as set forth in Section 4.4(b)(iii) of the Company Schedule of Exceptions, amend the Company Charter or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions, (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants); (y) any option, warrant or right to acquire any capital stock or any other security of the Company; or (z) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of the Company; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor in excess of $250,000, in each case, 100,000 other than pursuant to commitments and similar arrangements which are in existence as the Ordinary Course of the date hereofBusiness; (viivi) (A) adopt, establish or enter into any Talos Employee Program; (B) cause or permit any Talos Employee Program to be amended other than as required by Law: Law or in order to make amendments for the purposes of Section 409A of the Code, subject to prior review and approval (Awith such approval not to be unreasonably withheld) terminate by the Company; (C) hire any key new employee or consultant; (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis); or (BD) grant, make or pay any severance, bonus or profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case; (vii) enter into any material transaction outside the Ordinary Course of Business; (viii) acquire any material asset nor sell, lease or otherwise irrevocably dispose of any of its material assets or properties, nor grant any Encumbrance with respect to such assets or properties, except in the Ordinary Course of Business; (viiiix) make any material Tax election in a manner inconsistent with the Company’s past practicesmake, change or revoke any material Tax election; file any material amendment to any income Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any material Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business with vendors, customers or landlords; enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling)Taxes; surrender any right to claim a material Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (x) enter into, amend or terminate any Talos Material Contract; (xi) commence a lawsuit other than (A) for routine collection of bills, (B) in such cases as Talos in good faith determines that failure to commence such lawsuit would result in the material impairment of a valuable aspect of Talos’ and/or any Subsidiary of Talos’ business or (C) for a breach of this Agreement; (xii) fail to make any material payment with respect to any of Talos’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; or (xiii) agree to take, take or permit any Subsidiary of Talos to take or agree to take, any of the actions specified in clauses (i) through (xii) of this Section 4.4(a). (b) Except (i) as expressly required by this Agreement, (ii) as set forth in Section 4.4(b) of the Company Disclosure Schedule, or (iii) with the prior written consent of Talos, at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, do any of the following: (i) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Common Stock from terminated employees of the Company); (ii) amend the Company Charter, Company Bylaws or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iii) except as disclosed in Section 4.4(b)(iii) of the Company Disclosure Schedule, sell, issue or grant, or authorize the issuance of, or make any commitments to do any of the following: (i) any capital stock or other security (except for shares of Company Common Stock issued upon the valid exercise of Company Stock Options or Company Warrants outstanding on the date hereof and disclosed in Section 2.2(c) and Section 2.2(d) of the Company Disclosure Schedule); (ii) any option, warrant or right to acquire any capital stock or any other security; or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (iv) form any Subsidiary or acquire any equity interest or other interest in any other Person; (v) other than in the Ordinary Course of Business, lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment in excess of $100,000, other than in the Ordinary Course of Business; (vi) other than in the Ordinary Course of Business (i) adopt, establish or enter into any Company Employee Program; (ii) cause or permit any Company Employee Program to be amended other than as required by Law; or (iii) pay any bonus or made any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (vii) acquire any material asset nor sell, lease or otherwise irrevocably dispose of any of its assets or properties, nor grant any Encumbrance with respect to such assets or properties, except in the Ordinary Course of Business; (viii) make, change or revoke any material Tax election; file any material amendment to any income Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any material Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business with vendors, customers or landlords; enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (ix) unless approved by the Company Board of Directors, enter into, amend or terminate any Company Material Contract other than in the Ordinary Course of Business; (x) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills, (B) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xii) enter into a new line of business; (xiii) terminate or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xv) fail to make any material payment with respect to any of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices;; or (xvixi) agree to take, take or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xvviii) of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Business.

Negative Obligations. (a) Except (i) as expressly contemplated or permitted by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, (ii) as set forth in Section Part 4.4(a) of the Innovate Schedule of ExceptionsParent Disclosure Schedule, (iii) as required by applicable Law, Legal Requirements or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, neither Innovate Parent shall not, nor Merger Sub shall, or shall it cause or permit any Subsidiary of Innovate or Merger Sub Parent to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of Innovate or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Innovate Parent Common Stock from terminated employees of Innovate Parent or its Subsidiaries, and provided that such repurchase is at actual costthe lower of the current fair value or the original cost basis for such shares); (ii) other than as contemplated by the Contemplated Transactions, sell, issue, grant, authorize the issuance of, or make any commitments to sell, issue, grant or authorize the issuance of: (A) any capital stock or other security (except for shares of Parent Common Stock issued upon the valid exercise of outstanding Parent Options and vesting of restricted stock units, each of which shall be subject to the adjustments contemplated in the definition of “Fully-Diluted Basis”); (B) any option, warrant or right to acquire any capital stock or any other security (other than as permitted by clause (A) above); or (C) any instrument convertible into or exchangeable for any capital stock or other security (other than as permitted by clause (A) above); (iii) amend the charter, certificate of incorporation, bylaws, memorandum and articles of association or other charter or organizational documents of Innovate, Merger Sub Parent or any Subsidiary of InnovateParent, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transactiontransaction except as related to the Contemplated Transactions; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate; (v) form any new Subsidiary or acquire any equity interest or other interest in any other PersonEntity; (viv) lend money to any Person; incur or guarantee any Indebtedness indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure, expenditures or commitment therefor commitments in excess of $250,000100,000 individually or $250,000 in the aggregate, other than in the Ordinary Course of Business; (viivi) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: (A) adopt, establish or enter into or terminate any Innovate Parent Employee ProgramPlan; (B) cause or permit any Innovate Parent Employee Program Plan to be amended, terminated or rights thereunder to be accelerated, amended other than as required by Lawlaw or in order to make amendments for the purposes of Section 409A of the Code, subject to prior review and approval (with such approval not to be unreasonably withheld) by the Company; (C) hire pay or establish any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or any profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directorsdirectors or employees; (D) accelerate the vesting of any compensation or benefit; (E) hire or promote any employee; or (F) grant any severance, employees retention, termination or consultants; in each case, except in similar payments or benefits to any individual; (vii) enter into any material transaction outside the Ordinary Course of Business; (viii) acquire any material asset or asset, sell, lease or other otherwise irrevocably dispose of any of its material assets, assets or properties or rights, or grant any Encumbrance with respect to such assets, properties assets or rights; in each case, except in the Ordinary Course of Businessproperties; (ix) make any material Tax election changes in a manner inconsistent with the Innovate’s past accounting methods, principles or practices, except insofar as may have been required by the SEC or a change or revoke any Tax election; file any material amendment to any Tax Return; adopt or in GAAP or, except as so required, change any accounting assumption underlying, or method in respect of Taxes; calculating, any bad debt, contingency or other reserve; (x) change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; other than pursuant to customary indemnifications for Taxes contained in credit or other commercial agreements no principal purpose of which relates to Taxes or Tax Returns enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment;; or (xxi) enter into, amend or terminate any Innovate Parent Material Contract Contract; (xii) initiate, compromise or settle any Legal Proceeding; (xiii) fail to pay accounts payable and other than obligations in the Ordinary Course of Business; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant;; or (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to make any material payment with respect to any of Innovate’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xix) take, agree to take, take or permit any Subsidiary of Innovate Parent to take or agree to take, any of the actions specified in clauses (i) through (xviiix) of this Section 4.4(a); or (xx) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Business. (b) Except (i) as expressly contemplated or permitted by this Agreement, including with respect to the Innovate Post-Closing Financing, (ii) as set forth in Section Part 4.4(b) of the Company Schedule of ExceptionsDisclosure Schedule, (iii) as required by applicable Law, Legal Requirements or (iv) with the prior written consent of Innovate Parent (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stockstock or share capital; or repurchase, redeem or otherwise reacquire any shares of capital stock or share capital or other securities (except for shares of Company Ordinary Shares from terminated employees of the Company or its Subsidiaries, and provided that such repurchase is at actual costthe lower of the current fair value or the original cost basis for such shares); (iiiii) except as set forth in Section 4.4(b)(iii) amend the memorandum and articles of association, charter, bylaws or other organizational documents of the Company Schedule of Exceptions, amend the Company Charter or other charter or organizational documents any Subsidiary of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock or share split, reverse stock or share split or similar transaction, except as related to the Contemplated Transactions; (iviii) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions, (A) sell, issue, grant or authorizegrant, authorize the issuance of, or agree make any commitments to sell, issue, grant or authorize, or authorize the issuance of: (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (xA) any capital stock or share capital or other security in the Company (except for outstanding Company Share Capital Ordinary Shares issued upon the valid exercise of outstanding Company Options and/or Company Warrantsand vesting of restricted share units, each of which shall be subject to the adjustments contemplated in the definition of “Fully-Diluted Basis”); (yB) any option, warrant or right to acquire any capital stock or share capital or any other security of the Company(other than as permitted by clause (A) above); or (zC) any instrument convertible into, exercisable into or exchangeable for any capital stock or share capital or other security of the Company(other than as permitted by clause (A) above); (viv) form any Subsidiary or acquire any equity interest or other interest in any other PersonEntity; (viv) lend money to any Person; incur or guarantee any Indebtedness indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make capital expenditures or commitments (excluding any capital expenditure such expenditures or commitment therefor commitments to the extent set forth in the Company’s fiscal 2017 or fiscal 2018 operating budget) in excess of $250,000, 100,000 individually or $250,000 in each casethe aggregate, other than pursuant to commitments and similar arrangements which are in existence as the Ordinary Course of the date hereofBusiness;; (viivi) (A) adopt, establish or enter into any Company Employee Plan; (B) cause or permit any Company Employee Plan to be amended other than as required by Law: law or in order to make amendments for the purposes of Section 409A of the Code, subject to prior review and approval (Awith such approval not to be unreasonably withheld) terminate by Parent; (C) pay or establish any key employee (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis); or (B) grant, make or pay bonus or any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees officers or consultantsemployees; in each case(D) accelerate the vesting of any compensation or benefit; (E) hire or promote any employee; or (F) grant any severance, except in retention, termination or similar payments or benefits to any individual; (vii) enter into any material transaction outside the Ordinary Course of Business; (viii) acquire any material asset, sell, lease or otherwise irrevocably dispose of any of its material assets or properties or grant any Encumbrance with respect to such assets or properties; (ix) make any material Tax election changes in a manner inconsistent with the Company’s past accounting methods, principles or practices, except insofar as may have been required by the SEC or a change or revoke any Tax election; file any material amendment to any Tax Return; adopt or in GAAP or, except as so required, change any accounting assumption underlying, or method in respect of Taxes; calculating, any bad debt, contingency or other reserve; (x) change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling); surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; settle or compromise any claim, audit or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes;; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (ixxi) enter into, amend or terminate any Company Material Contract Contract; (xii) initiate, compromise or settle any Legal Proceeding; (xiii) fail to pay accounts payable and other than obligations in the Ordinary Course of Business; (x) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills, (B) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xii) enter into a new line of business; (xiii) terminate or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage;; or (xiv) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xv) fail to make any material payment with respect to any of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xvi) agree to take, take or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xvx) of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Business.

Negative Obligations. (a) Except (i) as expressly contemplated or permitted by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, (ii) as set forth in Section Part 4.4(a) of the Innovate Schedule of ExceptionsCastle Disclosure Schedule, (iii) as required by reasonably necessary to ensure that Castle complies with applicable Law, Legal Requirements and pre-existing contractual obligations or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, neither Innovate Castle shall not, nor Merger Sub shall, or shall it cause or permit any Subsidiary of Innovate or Merger Sub Castle to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of Innovate or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Innovate Castle Common Stock from terminated employees of Innovate Castle or its Subsidiaries); (ii) except for contractual commitments in place at actual costthe time of this Agreement and disclosed in Part 3.9 and/or Part 3.13 of the Castle Disclosure Schedule and other than as contemplated by the Contemplated Transactions, sell, issue, grant, authorize the issuance of, or make any commitments to sell, issue, grant or authorize the issuance of: (A) any capital stock or other security (except for shares of Castle Common Stock issued upon the valid exercise of outstanding Castle Options); (B) any option, warrant or right to acquire any capital stock or any other security (other than as permitted by clause (A) above); or (C) any instrument convertible into or exchangeable for any capital stock or other security (other than as permitted by clause (A) above); (iii) amend the charter, certificate of incorporation, bylaws, articles of association bylaws or other charter or organizational documents of Innovate, Merger Sub Castle or any Subsidiary of InnovateCastle, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transactiontransaction except as related to the Contemplated Transactions; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate; (v) form any new Subsidiary or acquire any equity interest or other interest in any other PersonEntity; (viv) lend money to any Person; incur or guarantee any Indebtedness indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure, expenditures or commitment therefor commitments in excess of $250,000100,000 individually or $250,000 in the aggregate, other than in the Ordinary Course of Business; (viivi) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: (A) adopt, establish or establish, enter into or terminate any Innovate Castle Employee ProgramPlan or any agreement, plan, policy or arrangement that would constitute a Castle Employee Plan if it were in existence on the date hereof; (B) cause or permit any Innovate Castle Employee Program Plan to be amended, terminated or rights thereunder to be accelerated, amended other than as required by Lawlaw or in order to make amendments for the purposes of Section 409A of the Code, subject to prior review and approval (with such approval not to be unreasonably withheld) by the Company; (C) hire pay or establish any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or any profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees employees, or consultantsother individuals acting as service providers; in each case(D) increase or accelerate the vesting or payment of any compensation or benefit; (E) terminate (other than for “cause”), except in hire or promote any employee or other individual acting as a service provider; or (F) grant any severance, retention, termination or similar payments or benefits to any individual; (vii) enter into any material transaction outside the Ordinary Course of Business; (viii) acquire any material asset or asset, sell, lease or other otherwise irrevocably dispose of any of its material assets, assets or properties or rights, or grant any Encumbrance with respect to such assets, properties assets or rights; in each caseproperties, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practicesmake, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business with vendors, customers or landlords; enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a material Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment;; or (x) enter intosettle or compromise any material action, suit, arbitration or proceeding pending or threatened against Castle or its Subsidiaries other than any settlement in an amount that is fully reimbursed (including payment of attorneys’ fees) by insurance coverage pursuant to insurance policies held by Castle or its Subsidiaries; (xi) amend or terminate any Innovate Castle Material Contract other than or enter into any new contract, agreement or arrangement that, if entered into prior to the date of this Agreement, would have been a Castle Material Contract; (xii) take any action that would delay or prevent current liabilities or accounts payable from being paid in the Ordinary Course of Business; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;; or (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to make any material payment with respect to any of Innovate’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xix) take, agree to take, take or permit any Subsidiary of Innovate Castle to take or agree to take, any of the actions specified in clauses (i) through (xviiixii) of this Section 4.4(a); or (xx) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Business. (b) Except (i) as expressly contemplated or permitted by this Agreement, including with respect to the Innovate Post-Closing Financing, (ii) as set forth in Section Part 4.4(b) of the Company Schedule of ExceptionsDisclosure Schedule, (iii) as required by reasonably necessary to ensure that the Company complies with applicable Law, Legal Requirements and pre-existing contractual obligations or (iv) with the prior written consent of Innovate Castle (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares Common Stock from terminated employees of the Company at actual costor its Subsidiaries); (iiiii) except as set forth in Section 4.4(b)(iii) amend the charter, bylaws or other organizational documents of the Company Schedule of Exceptions, amend the Company Charter or other charter or organizational documents any Subsidiary of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction, except as related to the Contemplated Transactions; (iviii) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) Part 2.9 and/or Part 2.13 of the Company Disclosure Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions, (A) sell, issue, grant or authorizegrant, authorize the issuance of, or agree make any commitments to sell, issue, grant or authorize, or authorize the issuance of: (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (xA) any capital stock or other security in the Company (except for outstanding shares of Company Share Capital Common Stock issued upon the valid exercise of outstanding Company Options and/or Company Warrantsor pursuant to the conversions contemplated by Section 5.12); (yB) any option, warrant or right to acquire any capital stock or any other security of the Company(other than as permitted by clause (A) above); or (zC) any instrument convertible into, exercisable into or exchangeable for any capital stock or other security of the Company(other than as permitted by clause (A) above); (viv) form any Subsidiary or acquire any equity interest or other interest in any other PersonEntity; (viv) lend money to any Person; incur or guarantee any Indebtedness indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure expenditures or commitment therefor commitments in excess of $250,000, 100,000 individually or $250,000 in each casethe aggregate, other than pursuant to commitments and similar arrangements which are in the Ordinary Course of Business; (vi) (A) adopt, establish, enter or terminate into any Company Employee Plan or any agreement, plan, policy or arrangement that would constitute a Company Employee Plan if it were in existence as of on the date hereof; ; (viiB) cause or permit any Company Employee Plan to be amended other than as required by Law: law or in order to make amendments for the purposes of Section 409A of the Code, subject to prior review and approval (Awith such approval not to be unreasonably withheld) terminate by Castle; (C) pay or establish any key employee (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis); or (B) grant, make or pay bonus or any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees officers, employees, or consultantsother individuals acting as service providers; in each case(D) increase or accelerate the vesting or payment of any compensation or benefit; (E) terminate (other than for “cause”), hire or promote any employee or other individual acting as a service provider; or (F) grant any severance, retention, termination or similar payments or benefits to any individual; (vii) enter into any material transaction outside the Ordinary Course of Business; (viii) acquire any material asset, sell, lease or otherwise irrevocably dispose of any of its material assets or properties or grant any Encumbrance with respect to such assets or properties, except in the Ordinary Course of Business; (viiiix) make any material Tax election in a manner inconsistent with the Company’s past practicesmake, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business with vendors, customers or landlords; enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling)Taxes; surrender any right to claim a material Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (ixx) enter intosettle or compromise any material action, suit, arbitration or proceeding pending or threatened against the Company or its Subsidiaries other than any settlement in an amount that is fully reimbursed (including payment of attorneys’ fees) by insurance coverage pursuant to insurance policies held by the Company or its Subsidiaries; (xi) amend or terminate any Company Material Contract other than or enter into any new contract, agreement or arrangement that, if entered into prior to the date of this Agreement, would have been a Company Material Contract; (xii) take any action that would delay or prevent current liabilities or accounts payable from being paid in the Ordinary Course of Business; (x) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills, (B) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xii) enter into a new line of business;; or (xiii) terminate or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xv) fail to make any material payment with respect to any of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xvi) agree to take, take or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xvxiii) of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Business.

Negative Obligations. (a) Except (i) as expressly contemplated or permitted by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, (ii) as set forth in Section Part 4.4(a) of the Innovate Schedule of Exceptions, (iii) as required by applicable LawLpath Disclosure Schedule, or (iviii) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned)Buyer, at all times during the Pre-Closing Periodperiod commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9 and the Effective Time, neither Innovate Lpath shall not, nor Merger Sub shall, or shall it cause or permit any Subsidiary of Innovate or Merger Sub its Subsidiaries to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of Innovate or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declare, accrue, set aside or pay any dividend or make made any other distribution in respect of any shares of its capital stock; or repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities (except for shares of Innovate Lpath Common Stock from terminated employees of Innovate at actual costLpath); (iiiii) amend the charter, certificate of incorporation, bylaws, articles of association bylaws or other charter or organizational documents of Innovate, Merger Sub or any Subsidiary of InnovateLpath, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transactiontransaction except as related to the Contemplated Transactions; (iviii) except for contractual other than pursuant to Lpath’s at-the-market facility, sell, issue or grant, or authorize the issuance of, or make any commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) to do any of the Innovate Schedule of Exceptionsforegoing, and other than as contemplated by the Contemplated Transactions Transactions: (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (Ai) any capital stock or other security of Innovate (except for Innovate shares of Lpath Common Stock issued upon the valid exercise of Lpath Options or Lpath Warrants outstanding Innovate Stock Optionsas of the date of this Agreement); (Bii) any option, warrant, warrant or right or other award to acquire any capital stock or any other security of Innovatesecurity; or (Ciii) any instrument convertible into, exercisable into or exchangeable for any capital stock or other security of Innovatesecurity; (viv) form any Subsidiary or acquire any equity interest or other interest in any other PersonEntity; (viv) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure, or commitment therefor in excess of $250,000; (vii) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: (A) adopt, establish or enter into or terminate any Innovate Employee Program; (B) cause or permit any Innovate Employee Program to be amended, terminated or rights thereunder to be accelerated, other than as required by Law; (C) hire any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its material assets, properties or rights, or grant any Encumbrance with respect to such assets, properties or rights; in each case, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (x) enter into, amend or terminate any Innovate Material Contract other than in the Ordinary Course of Business; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to make any material payment with respect to any of Innovate’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xix) take, agree to take, or permit any Subsidiary of Innovate to take or agree to take, any of the actions specified in clauses (i) through (xviii) of this Section 4.4(a); or (xx) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Business. (b) Except (i) as expressly contemplated by this Agreement, including with respect to the Innovate Post-Closing Financing, (ii) as set forth in Section 4.4(b) of the Company Schedule of Exceptions, (iii) as required by applicable Law, or (iv) with the prior written consent of Innovate (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares from terminated employees of the Company at actual cost); (iii) except as set forth in Section 4.4(b)(iii) of the Company Schedule of Exceptions, amend the Company Charter or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions, (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants); (y) any option, warrant or right to acquire any capital stock or any other security of the Company; or (z) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of the Company; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor in excess of $250,000, in each case, other than pursuant to commitments and similar arrangements which are in existence as of the date hereofcommitment; (viivi) adopt, establish or enter into any Lpath Employee Plan; cause or permit any Lpath Employee Plan to be amended other than as required by Law: law or in order to make amendments for the purposes of Section 409A of the Code, subject to prior review and approval (Awith such approval not to be unreasonably withheld, conditioned or delayed) terminate any key employee (by Buyer; other than employees with a base salary in an amount not exceeding $100,000 on an annual basis); or (B) grantthe Ordinary Course of Business, make or pay any bonus or made any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directorsdirectors or employees; or increase the severance or change of control benefits offered to any current or new service providers, provided that Lpath may pay those bonus payments owed under existing Lpath Employee Plans schedule on Part 3.11(j) of the Lpath Disclosure Schedule to its current or former employees in connection with the Contemplated Transactions; (vii) enter into any material transaction outside the Ordinary Course of Business; (viii) acquire any material asset nor sell, lease other otherwise irrevocably dispose of any of its assets or consultants; in each caseproperties, or grant any Encumbrance with respect to such assets or properties, except in the Ordinary Course of Business; (viiiix) make any material Tax election in a manner inconsistent with the Company’s past practicesmake, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business with vendors, customers or landlords; enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling)Taxes; surrender any right to claim a material Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (ixx) enter into, amend or terminate any Company Lpath Material Contract; (xi) materially change pricing or royalties or other payments set or charged by Lpath or any Lpath Subsidiary to its customers or licensees; agree to materially increase pricing or royalties or other payments set or charged by persons who have licensed Intellectual Property to Lpath; or materially increase pricing or royalties or other payments set or charged by persons who have licensed Intellectual Property to Lpath; or (xii) agree, resolve or commit to do any of the foregoing. (b) Except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth on Part 4.4(b) of the Buyer Disclosure Schedule, or (iii) with the prior written consent of Lpath (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article 9 and the Effective Time, Buyer shall not, nor shall it cause or permit any of its Subsidiaries to, do any of the following: (i) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock (other than for shares of Buyer Capital Stock issuable as a dividend that have accrued pursuant to Buyer’s certificate of incorporation); or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Buyer Common Stock from terminated employees of Buyer); (ii) amend the certificate of incorporation, bylaws or other charter or organizational documents of Buyer, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction, except as related to the Contemplated Transactions and Concurrent Financing; (iii) sell, issue or grant, or authorize the issuance of, or make any commitments to do any of the foregoing, other than as contemplated by the Contemplated Transactions and Concurrent Financing: (i) any capital stock or other security (except for shares of Buyer Common Stock issued upon the valid exercise of Buyer Options or Buyer Warrants outstanding as of the date of this Agreement); (ii) any option, warrant or right to acquire any capital stock or any other security; or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (iv) form any Subsidiary or acquire any equity interest or other interest in any other Entity; (v) other than in the Ordinary course of Business, (i) lend money to any Person; (ii) incur or guarantee any indebtedness for borrowed money; (iii) issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; (iii) guarantee any debt securities of others; or (iv) make any capital expenditure or commitment in excess of $200,000; (vi) adopt, establish or enter into any Buyer Employee Plan; cause or permit any Buyer Employee Plan to be amended other than as required by law or in order to make amendments for the purposes of Section 409A of the Code, subject to prior review and approval (with such approval not to be unreasonably withheld, conditioned or delayed) by Lpath; other than in the Ordinary Course of Business, pay any bonus or made any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors or employees; or increase the severance or change of control benefits offered to any current or new service providers; (vii) other than the Concurrent Financing, enter into any material transaction outside the Ordinary Course of Business; (viii) acquire any material asset nor sell, lease other otherwise irrevocably dispose of any of its assets or properties, or grant any Encumbrance with respect to such assets or properties, except in the Ordinary Course of Business; (ix) make, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business with vendors, customers or landlords; enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (x) other than the Concurrent Financing, enter into, amend or terminate any Buyer Material Contract other than in the Ordinary Course of Business; (x) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills, (B) for a breach of this Agreement or (C) in connection Business with Legal Proceedings disclosed in Schedule 2.20respect to the business as currently being conducted; (xi) adopt a plan of complete materially change pricing or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization royalties or other reorganization;payments set or charged by Buyer or any Buyer Subsidiary to its customers or licensees; agree to materially increase pricing or royalties or other payments set or charged by persons who have licensed Intellectual Property to Buyer; or materially increase pricing or royalties or other payments set or charged by persons who have licensed Intellectual Property to Buyer; or (xii) enter into a new line of business; (xiii) terminate agree, resolve or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, commit to change accounting policies or procedures; (xv) fail to make any material payment with respect to do any of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xvi) agree to take, take or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xv) of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Businessforegoing.

Negative Obligations. (a) Except (i) as expressly contemplated required by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, (ii) as set forth in Section 4.4(a) of the Innovate FSI Disclosure Schedule of Exceptions, or (iii) as required by applicable Law, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned)Company, at all times during the Pre-Closing Period, neither Innovate FSI shall not, nor Merger Sub shall, or shall it cause or permit any Subsidiary of Innovate or Merger Sub FSI to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of Innovate or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; , or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Innovate FSI Common Stock Shares from terminated employees of Innovate FSI); (ii) except for contractual commitments in place at actual costthe time of this Agreement and disclosed in Section 4.4(a)(ii) of the FSI Disclosure Schedule, and other than as contemplated by the Contemplated Transactions, sell, issue or grant, or authorize the issuance of (A) any capital stock or other security (except for FSI Common Shares issued upon the valid exercise of outstanding FSI Stock Options); (B) any option, warrant or right to acquire any capital stock or any other security; or (C) any instrument convertible into or exchangeable for any capital stock or other security; (iii) amend the charterarticles of continuance, certificate of incorporation, bylaws, articles of association bylaws or other charter or organizational documents of Innovate, Merger Sub FSI or any Subsidiary of InnovateFSI, except as contemplated by this Agreement in connection with the Contemplated Transactions, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transactiontransaction except as related to the Contemplated Transactions; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate; (v) form any new Subsidiary or acquire any equity interest or other interest in any other Person; (viv) other than in the Ordinary Course of Business, lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; or guarantee any debt securities of others; or make any capital expenditure, or commitment therefor in excess of $250,000; (viivi) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: in the Ordinary Course of Business or the new FSI 2022 Equity Incentive Plan in connection with the Contemplated Transactions, and in observance of common practice for a similarly situated company (A) adopt, establish or enter into or terminate any Innovate Company Employee Program; (B) cause or permit any Innovate Company Employee Program to be amended, terminated or rights thereunder to be accelerated, amended other than as required by Law; or (C) hire any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or make any profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees officers or consultants; in each caseemployees (vii) acquire any material asset nor sell, lease or otherwise irrevocably dispose of any of its material assets or properties, nor grant any Encumbrance with respect to such assets or properties, except in the Ordinary Course of Business; (viii) acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its material assets, properties or rights, or grant any Encumbrance with respect to such assets, properties or rights; in each case, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practicesmake, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business and the primary purpose of which does not relate to Taxes; enter into any closing agreement with respect to any material Tax Liability; settle or compromise any claim, notice, audit report or assessment in respect of Taxesany material Tax Liability; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Taxrefund of a material amount of Taxes; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (xix) enter into, amend or terminate any Innovate FSI Material Contract other than in the Ordinary Course of BusinessContract; (xix) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, commence a lawsuit other than (A) for routine collection of bills bills, (B) in such cases as FSI in good faith determines that failure to commence such lawsuit would result in the material impairment of a valuable aspect of FSI’s and/or any Subsidiary of FSI’s business, subject to prior review and approval (with such approval not to be unreasonably withheld) by the Company or (BC) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviiixi) fail to make any material payment with respect to any of InnovateFSI’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xixxii) takeexcept as permitted by Section 4.5, participate in negotiations for, or initiate, solicit, seek or knowingly encourage or support, any inquiries, proposals or offers relating to, any potential transaction or series of transactions involving any acquisition of an equity interest in any Person, or the purchase or license of any assets or properties; (xiii) agree to take, take or permit any Subsidiary of Innovate FSI to take or agree to take, any of the actions specified in clauses (i) through (xviiixii) of this Section 4.4(a); or (xxxiv) fail to timely tender any fees amend the FSI Articles or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Businessapproved FSI A&R Bylaws. (b) Except (i) as expressly contemplated required by this Agreement, including with respect to the Innovate Post-Closing Financing, (ii) as set forth in Section 4.4(b) of the Company Disclosure Schedule of Exceptions, or (iii) as required by applicable Law, or (iv) with the prior written consent of Innovate (which consent shall not be unreasonably withheld, delayed or conditioned)FSI, at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, not do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares Common Stock from terminated employees of the Company at actual costCompany); (iiiii) except as set forth in Section 4.4(b)(iii) of the Company Schedule of Exceptions, amend the Company Charter Organizational Documents or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transactiontransaction except as related to the Contemplated Transactions; (iviii) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv4.4(b)(iii) of the Company Schedule Disclosure Schedule, sell, issue grant, or authorize the issuance of, or make any commitments to do any of Exceptionsthe foregoing, and other than as contemplated by the Contemplated Transactions, Transactions (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants)security; (yB) any option, warrant or right to acquire any capital stock or any other security of the Companysecurity; or (zC) any instrument convertible into, exercisable into or exchangeable for any capital stock or other security of the Companysecurity; (viv) form any Subsidiary or acquire any equity interest or other interest in any other Person; (viv) other than in the Ordinary Course of Business, lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor in excess of $250,000, in each case, other than pursuant to commitments and similar arrangements which are in existence as of the date hereof; (viivi) other than in the Ordinary Course of Business, and in observance of common practice for a similarly situated company (A) adopt, establish or enter into any Company Employee Program; (B) cause or permit any Company Employee Program to be amended other than as required by Law: (A) terminate any key employee (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis); or (BC) grant, make or pay any bonus or make any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees officers or consultants; in each caseemployees; (vii) acquire any material asset nor sell, lease or otherwise irrevocably dispose of any of its assets or properties, nor grant any Encumbrance with respect to such assets or properties, except in the Ordinary Course of Business; (viii) make any material Tax election in a manner inconsistent with the Company’s past practicesmake, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business and the primary purpose of which does not relate to Taxes; enter into any closing agreement with respect to any material Tax Liability; settle or compromise any claim, notice, audit report or assessment in respect of Taxesany material Tax Liability; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling)Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Taxrefund of a material amount of Taxes; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (ix) enter into, amend or terminate any Company Material Contract other than in the Ordinary Course of BusinessContract; (x) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, commence a lawsuit other than (A) for routine collection of bills, (B) in such cases as the Company in good faith determines that failure to commence such lawsuit would result in the material impairment of a valuable aspect of the Company’s business, subject to prior review and approval (with such approval not to be unreasonably withheld) by FSI or (C) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20Agreement; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xii) enter into a new line of business; (xiii) terminate or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xv) fail to make any material payment with respect to any of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices;; or (xvixii) agree to take, take take, or permit any Subsidiary of the Company to take or agree to take, take any of the actions specified in clauses (i) through (xvxi) of this Section 4.4(b); or. (xviic) fail Notwithstanding any other provision of this Agreement, prior to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminatethe Closing, except FSI may accelerate the vesting in the Ordinary Course full of Businessall then outstanding FSI Stock Options.

Negative Obligations. (a) Except (i) as expressly contemplated or permitted by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, (ii) as set forth in Section Part 4.4(a) of the Innovate Schedule of Exceptions, (iii) as required by applicable LawCelladon Disclosure Schedule, or (iviii) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned)Eiger, at all times during the Pre-Closing Periodperiod commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9 and the Effective Time, neither Innovate Celladon shall not, nor Merger Sub shall, or shall it cause or permit any Subsidiary of Innovate or Merger Sub its Subsidiaries to, do any of the following: (i) declare, accrue, set aside or pay any dividend or made any other distribution in respect of any shares of its capital stock; or repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities (except for shares of Celladon Common Stock from terminated employees of Celladon); (ii) except for contractual commitments in place at the time of this Agreement as listed in Part 4.4(a)(ii) of the Celladon Disclosure Schedule, sell, issueissue or grant, reserve for issuance, set aside, grant or authorize the issuance of: (i) any capital stock or other security (except for shares of Celladon Common Stock issued upon the valid exercise of Celladon Options or Celladon Warrants outstanding as of the date of this Agreement); (ii) any option, warrant or right to acquire any capital stock or any other security; or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (iii) amend the certificate of incorporation, bylaws or other charter or organizational documents of Celladon, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction except as related to the Contemplated Transactions; (iv) form any Subsidiary or acquire any equity interest or other interest in any other Entity; (v) lend money to any Person; other than in the Ordinary Course of Business, incur or guarantee any indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital stock expenditure or commitment; (vi) adopt, establish or enter into any Celladon Employee Plan; cause or permit any Celladon Employee Plan to be amended other than as required by law or in order to make amendments for the purposes of Innovate Section 409A of the Code, subject to prior review and approval (with such approval not to be unreasonably withheld, conditioned or delayed) by Eiger; other than in the Ordinary Course of Business, pay any bonus or make any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors or employees; or increase the severance or change of control benefits offered to any current or new service providers, provided, that Celladon may pay those severance and retention payments owed under existing Celladon Employee Plans scheduled on Part 3.11(m) of the Celladon Disclosure Schedule to its current or former employees in connection with their termination of employment; (vii) enter into any material transaction outside the Ordinary Course of Business, except any transactions with a view towards potentially winding down Celladon’s historical clinical development programs and related operations as reasonably deemed appropriate by Celladon and with the prior written consent of Eiger (which shall not be unreasonably withheld, conditioned or delayed); (viii) acquire any material asset, except in the Ordinary Course of Business consistent with past practices; (ix) make, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business with vendors, customers or landlords; enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (x) enter into any Celladon Material Contract; (xi) materially change pricing or royalties or other payments set or charged by Celladon to its customers or licensees; agree to materially increase pricing or royalties or other payments set or charged by persons who have licensed Intellectual Property to Celladon; or as of the date of this Agreement, materially increase pricing or royalties or other payments set or charged by persons who have licensed Intellectual Property to Celladon; or (xii) agree, resolve or commit to do any of the foregoing. (b) Except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth on Part 4.4(b) of the Eiger Disclosure Schedule, or (iii) with the prior written consent of Celladon, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9 and the Effective Time, Eiger shall not, nor shall it cause or permit any of its Subsidiaries or to, do any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable;following: (iii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Innovate Eiger Common Stock from terminated employees of Innovate at actual costEiger); (iiiii) amend the charter, certificate of incorporation, bylaws, articles of association bylaws or other charter or organizational documents of Innovate, Merger Sub or any Subsidiary of InnovateEiger, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iviii) except for contractual sell, issue or grant, or authorize the issuance of, or make any commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) to do any of the Innovate Schedule of Exceptionsforegoing, and other than as contemplated by the Contemplated Transactions Transactions: (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (Ai) any capital stock or other security of Innovate (except for Innovate shares of Eiger Common Stock issued upon the valid exercise of Eiger Options or Eiger Warrants outstanding Innovate Stock Optionsas of the date of this Agreement); (Bii) any option, warrant, warrant or right or other award to acquire any capital stock or any other security of Innovatesecurity; or (Ciii) any instrument convertible into, exercisable into or exchangeable for any capital stock or other security of Innovatesecurity; (viv) form any Subsidiary or acquire any equity interest or other interest in any other PersonEntity; (viv) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure, or commitment therefor in excess of $250,000; (vii) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: (A) adopt, establish or enter into or terminate any Innovate Employee Program; (B) cause or permit any Innovate Employee Program to be amended, terminated or rights thereunder to be accelerated, other than as required by Law; (C) hire any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its material assets, properties or rights, or grant any Encumbrance with respect to such assets, properties or rights; in each case, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (x) enter into, amend or terminate any Innovate Material Contract other than in the Ordinary Course of Business; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to make any material payment with respect to any of Innovate’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xix) take, agree to take, or permit any Subsidiary of Innovate to take or agree to take, any of the actions specified in clauses (i) through (xviii) of this Section 4.4(a); or (xx) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Business. (b) Except (i) as expressly contemplated by this Agreement, including with respect to the Innovate Post-Closing Financing, (ii) as set forth in Section 4.4(b) of the Company Schedule of Exceptions, (iii) as required by applicable Law, or (iv) with the prior written consent of Innovate (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares from terminated employees of the Company at actual cost); (iii) except as set forth in Section 4.4(b)(iii) of the Company Schedule of Exceptions, amend the Company Charter or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions, (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants); (y) any option, warrant or right to acquire any capital stock or any other security of the Company; or (z) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of the Company; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor in excess of $250,000, in each case, other than pursuant to commitments and similar arrangements which are in existence as of the date hereof5,000; (viivi) other than in the Ordinary Course of Business, and in observance of common practice for a similarly situated company: (A) adopt, establish or enter into any Eiger Employee Plan; (B) cause or permit any Eiger Employee Plan to be amended other than as required by Law: (A) terminate any key employee (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis)law; or (BC) grant, make or pay any bonus or made any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees officers or consultants; in each caseemployees; (vii) enter into any material transaction outside the Ordinary Course of Business; (viii) acquire any material asset nor sell, lease other otherwise irrevocably dispose of any of its assets or properties, or grant any Encumbrance with respect to such assets or properties, except in the Ordinary Course of Business; (viiiix) make any material Tax election in a manner inconsistent with the Company’s past practicesmake, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business with vendors, customers or landlords; enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling)Taxes; surrender any right to claim a material Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (ixx) enter into, amend or terminate any Company Eiger Material Contract other than in the Ordinary Course of Business; (x) initiate Business with respect to the business as currently being conducted; provided such amendment or settle termination shall not include winding down any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills, (B) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20Eiger’s current clinical development programs and related operations; (xi) adopt a plan of complete materially change pricing or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization royalties or other reorganization;payments set or charged by Eiger or any Eiger Subsidiary to its customers or licensees; or agree to materially increase pricing or royalties or other payments to an existing licensor of Intellectual Property for no additional consideration to Eiger; or (xii) enter into a new line of business; (xiii) terminate agree, resolve or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, commit to change accounting policies or procedures; (xv) fail to make any material payment with respect to do any of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xvi) agree to take, take or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xv) of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Businessforegoing.

Negative Obligations. (a) Except (i) as expressly contemplated or permitted by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, (ii) as set forth in Section 4.4(a) of the Innovate Schedule of ExceptionsPhoenix Disclosure Schedule, (iii) as required by applicable Lawreasonably necessary to ensure that Phoenix complies with Laws and pre-existing contractual obligations, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), at all times during the Pre-Closing Period, neither Innovate Phoenix shall not, nor Merger Sub shall, or shall it cause or permit any Subsidiary of Innovate or Merger Sub Phoenix to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of Innovate or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Innovate Phoenix Common Stock from terminated employees of Innovate at actual costPhoenix); (iiiii) amend the charter, certificate of incorporation, bylaws, articles of association bylaws or other charter or organizational documents of Innovate, Merger Sub Phoenix or any Subsidiary of InnovatePhoenix, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transactiontransaction except as related to the Contemplated Transactions; (iviii) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) as a Phoenix Material Contract, sell, issue or grant, or authorize the issuance of, or make any commitments to do any of the Innovate Schedule of Exceptionsforegoing, and other than as contemplated by the Contemplated Transactions Transactions: (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (Ai) any capital stock or other security of Innovate (except for Innovate Phoenix Common Stock issued upon the valid exercise of outstanding Innovate Phoenix Stock Options); (Bii) any option, warrant, warrant or right or other award to acquire any capital stock or any other security of Innovatesecurity; or (Ciii) any instrument convertible into, exercisable into or exchangeable for any capital stock or other security of Innovatesecurity; (viv) form any new Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure, or commitment therefor in excess of $250,000; (vii) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: (A) adopt, establish or enter into or terminate any Innovate Employee Program; (B) cause or permit any Innovate Employee Program to be amended, terminated or rights thereunder to be accelerated, other than as required by Law; (C) hire any new employee or consultant or terminate any key employee (in each case, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in the Ordinary Course of Business; (viii) acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its material assets, properties or rights, or grant any Encumbrance with respect to such assets, properties or rights; in each case, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practices, change or revoke any Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (x) enter into, amend or terminate any Innovate Material Contract other than in the Ordinary Course of Business; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, other than (A) for routine collection of bills or (B) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to make any material payment with respect to any of Innovate’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xix) take, agree to take, or permit any Subsidiary of Innovate to take or agree to take, any of the actions specified in clauses (i) through (xviii) of this Section 4.4(a); or (xx) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Business. (b) Except (i) as expressly contemplated by this Agreement, including with respect to the Innovate Post-Closing Financing, (ii) as set forth in Section 4.4(b) of the Company Schedule of Exceptions, (iii) as required by applicable Law, or (iv) with the prior written consent of Innovate (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares from terminated employees of the Company at actual cost); (iii) except as set forth in Section 4.4(b)(iii) of the Company Schedule of Exceptions, amend the Company Charter or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions, (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants); (y) any option, warrant or right to acquire any capital stock or any other security of the Company; or (z) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of the Company; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (vi) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor in excess of $250,000, in each case, other than pursuant to commitments and similar arrangements which are in existence as of the date hereofcommitment; (viivi) (A) adopt, establish or enter into any Phoenix Employee Program; (B) cause or permit any Phoenix Employee Program to be amended other than as required by Law: ; (AC) terminate hire any key new employee or consultant, (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis); or (BD) grant, make or pay any severance, bonus or profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case; (vii) acquire any material asset nor sell, lease or otherwise irrevocably dispose of (A) any Phoenix Intellectual Property or (B) any of the material assets or properties of Phoenix and its Subsidiaries, nor grant any Encumbrance with respect to such assets or properties, except in the Ordinary Course of BusinessBusiness consistent with past practices; (viii) make any material Tax election in a manner inconsistent with the Company’s past practicesmake, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business with vendors, customers or landlords; enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling)Taxes; surrender any right to claim a material Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Tax; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (ix) enter into, amend or terminate any Company Phoenix Material Contract other than in the Ordinary Course of BusinessContract; (x) initiate (A) enter into or settle amend any lawsuit, claim, action, suit, proceeding, investigation agreement pursuant to which any other party is granted any joint or exclusive marketing or other Legal Proceedingjoint or exclusive right of any type or scope with respect to any of the Phoenix Products or (B) agree to any exclusivity, whether civilnon-competition or similar provision or covenant restricting Phoenix or any of its Subsidiaries from competing in any line of business, criminalincluding in respect of any product or therapeutic area, administrative or investigativewith any Person or in any area or engaging in any activity or business, including in respect of any product or therapeutic area, or pursuant to which any benefit or right would be required to be given or lost as a result of so competing or engaging, or which would have any such effect after the consummation of the Merger; (xi) materially reduce the amount of any insurance coverage provided by the existing insurance policies of Phoenix or any of its Subsidiaries; (xii) materially change or implement accounting policies, methods or procedures of Phoenix or any of its Subsidiaries, except as required by GAAP or applicable Law; (xiii) commence a lawsuit other than (A) for routine collection of bills, (B) in such cases as Phoenix in good faith determines that failure to commence such lawsuit would result in the material impairment of a valuable aspect of Phoenix’s and/or any Subsidiary of Phoenix’s business or (C) for a breach of this Agreement Agreement, or (C) in connection with Legal Proceedings disclosed in Schedule 2.20; (xi) adopt a plan of complete settle, or partial liquidation or authorize or undertake a dissolutionoffer to settle, mergerany material litigation, consolidationinvestigation, restructuringarbitration, recapitalization proceeding or other reorganization; (xii) enter into a new line of business; (xiii) terminate claim or cancel any insurance coverage policy maintained by the Company dispute involving or against Phoenix or any Subsidiary of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coveragePhoenix; (xiv) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xv) fail to make any material payment with respect to any of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; or (xv) agree to take, take or permit any Subsidiary of Phoenix to take or agree to take, any of the actions specified in clauses (i) through (xiv) of this Section 4.4(a). (b) Except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth in Section 4.4(b) of the Company Disclosure Schedule, (iii) as reasonably necessary to ensure that the Company complies with Laws and pre-existing contractual obligations or (iv) with the prior written consent of Phoenix (which consent shall not be unreasonably withheld), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, do any of the following: (i) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Common Stock from terminated employees of the Company); (xviii) amend the Company Charter, Company Bylaws or other charter or organizational documents of the Company or any Subsidiary of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction except as related to the Contemplated Transactions; (iii) except for contractual commitments in place at the time of this Agreement and disclosed as a Company Material Contract, sell, issue or grant, or authorize the issuance of, or make any commitments to do any of the foregoing, other than as contemplated by the Contemplated Transactions: (i) any capital stock or other security (except for (a) Company Stock Options or shares of Company Common Stock issued to Company employees or consultants or (b) shares of Company Common Stock issued upon the valid exercise of Company Stock Options”); (ii) any option, warrant or right to acquire any capital stock or any other security; or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (iv) form any new Subsidiary or acquire any equity interest or other interest in any other Person; (v) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment; (vi) (A) adopt, establish or enter into any Company Employee Program; (B) cause or permit any Company Employee Program to be amended other than as required by Law; (C) hire any new employee or consultant, (D) grant, make or pay any severance, bonus or profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, employees or consultants; (vii) acquire any material asset nor sell, lease or otherwise irrevocably dispose of (A) any Company Intellectual Property or (B) any of the material assets or properties of the Company and its Subsidiaries, nor grant any Encumbrance with respect to such assets or properties, except in the Ordinary Course of Business consistent with past practices; (viii) make, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business with vendors, customers or landlords; enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (ix) enter into, amend or terminate any Company Material Contract; (x) (A) enter into or amend any agreement pursuant to which any other party is granted any joint or exclusive marketing or other joint or exclusive right of any type or scope with respect to any of the Company Products or (B) agree to any exclusivity, non-competition or similar provision or covenant restricting the Company or any of its Subsidiaries from competing in any line of business, including in respect of any product or therapeutic area, or with any Person or in any area or engaging in any activity or business, including in respect of any product or therapeutic area, or pursuant to which any benefit or right would be required to be given or lost as a result of so competing or engaging, or which would have any such effect after the consummation of the Merger; (xi) materially reduce the amount of any insurance coverage provided by the existing insurance policies of the Company or any of its Subsidiaries; (xii) materially change or implement accounting policies, methods or procedures of the Company or any of its Subsidiaries, except as required by GAAP or applicable Law; (xiii) commence a lawsuit other than (A) for routine collection of bills, (B) in such cases as the Company in good faith determines that failure to commence such lawsuit would result in the material impairment of a valuable aspect of the Company’s and/or any Subsidiary of the Company’s business or (C) for a breach of this Agreement, or settle, or offer to settle, any material litigation, investigation, arbitration, proceeding or other claim or dispute involving or against the Company or any Subsidiary of the Company; (xiv) fail to make any material payment with respect to any of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; or (xv) agree to take, take or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xvxiv) of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Business.

Negative Obligations. (a) Except (i) as expressly contemplated required by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, (ii) as set forth in Section 4.4(a) of the Innovate Saffron Disclosure Schedule of Exceptions, or (iii) as required by applicable Law, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned)Company, at all times during the Pre-Closing Period, neither Innovate Saffron shall not, nor Merger Sub shall, or shall it cause or permit any Subsidiary of Innovate or Merger Sub Saffron to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of Innovate or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Innovate Saffron Common Stock from terminated employees of Innovate Saffron); (ii) except for contractual commitments in place at actual costthe time of this Agreement and disclosed in Section 4.4(a)(ii) of the Saffron Disclosure Schedule, and other than as contemplated by the Contemplated Transactions, sell, issue or grant, or authorize the issuance of: (i) any capital stock or other security (except for Saffron Common Stock issued upon the valid exercise of outstanding Saffron Stock Options); (ii) any option, warrant or right to acquire any capital stock or any other security; or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (iii) amend the charter, certificate of incorporation, bylaws, articles of association bylaws or other charter or organizational documents of Innovate, Merger Sub Saffron or any Subsidiary of InnovateSaffron, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transactiontransaction except as related to the Contemplated Transactions; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate; (v) form any new Subsidiary or acquire any equity interest or other interest in any other Person; (viv) other than in the Ordinary Course of Business, lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; or guarantee any debt securities of others; or make any capital expenditure, or commitment therefor in excess of $250,000; (viivi) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: in the Ordinary Course of Business, (A) adopt, establish or enter into or terminate any Innovate Saffron Employee Program; (B) cause or permit any Innovate Saffron Employee Program to be amended, terminated or rights thereunder to be accelerated, amended other than as required by LawLaw or in order to make amendments for the purposes of Section 409A of the Code, subject to prior review and approval (with such approval not to be unreasonably withheld) by the Company; (C) hire any new employee or consultant or terminate any key employee (in each caseconsultant, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay any severance, bonus or profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case; (vii) acquire any material asset nor sell, lease or otherwise irrevocably dispose of any of its material assets or properties, nor grant any Encumbrance with respect to such assets or properties, except in the Ordinary Course of Business; (viii) acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its material assets, properties or rights, or grant any Encumbrance with respect to such assets, properties or rights; in each case, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practicesmake, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business and the primary purpose of which does not relate to Taxes; enter into any closing agreement with respect to any material Tax Liability; settle or compromise any claim, notice, audit report or assessment in respect of Taxesany material Tax Liability; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Taxrefund of a material amount of Taxes; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (xix) enter into, amend or terminate any Innovate Saffron Material Contract other than in the Ordinary Course of BusinessContract; (xix) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, commence a lawsuit other than (A) for routine collection of bills bills, (B) in such cases as Saffron in good faith determines that failure to commence such lawsuit would result in the material impairment of a valuable aspect of Saffron’s and/or any Subsidiary of Saffron’s business or (BC) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviiixi) fail to make any material payment with respect to any of InnovateSaffron’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xixxii) takeexcept as permitted by Section 4.5(b), participate in negotiations for, or initiate, solicit, seek or knowingly encourage or support, any inquiries, proposals or offers relating to, any potential transaction or series of transactions involving any acquisition of an equity interest in any Person, or the purchase or license of any assets or properties; or (xiii) agree to take, take or permit any Subsidiary of Innovate Saffron to take or agree to take, any of the actions specified in clauses (i) through (xviiixii) of this Section 4.4(a); or (xx) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Business. (b) Except (i) as expressly contemplated required by this Agreement, including with respect to the Innovate Post-Closing Financing, (ii) as set forth in Section 4.4(b) of the Company Disclosure Schedule of Exceptions, or (iii) as required by applicable Law, or (iv) with the prior written consent of Innovate (which consent shall not be unreasonably withheld, delayed or conditioned)Saffron, at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, not do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Ordinary Shares Common Stock from terminated employees of the Company at actual costCompany); (iiiii) except as set forth in Section 4.4(b)(iii) of the Company Schedule of Exceptions, amend the Company Charter Charter, Company Bylaws or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transactiontransaction except as related to the Contemplated Transactions or the Company Private Placement; (iviii) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv4.4(b)(iii) of the Company Schedule Disclosure Schedule, sell, issue or grant, or authorize the issuance of, or make any commitments to do any of Exceptionsthe foregoing, and other than as contemplated by the Contemplated Transactions, : (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (xi) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants)security; (yii) any option, warrant or right to acquire any capital stock or any other security of the Companysecurity; or (ziii) any instrument convertible into, exercisable into or exchangeable for any capital stock or other security of the Companysecurity; (viv) form any Subsidiary or acquire any equity interest or other interest in any other Person; (viv) other than in the Ordinary Course of Business, lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor in excess of $250,000, in each case, other than pursuant to commitments and similar arrangements which are in existence as of the date hereof100,000; (viivi) other than in the Ordinary Course of Business, and in observance of common practice for a similarly-situated company: (i) adopt, establish or enter into any Company Employee Program; (ii) cause or permit any Company Employee Program to be amended other than as required by Law: (A) terminate any key employee (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis); or (Biii) grant, make or pay any bonus or made any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees officers or consultants; in each caseemployees; (vii) acquire any material asset nor sell, lease or otherwise irrevocably dispose of any of its assets or properties, nor grant any Encumbrance with respect to such assets or properties, except in the Ordinary Course of Business; (viii) make any material Tax election in a manner inconsistent with the Company’s past practicesmake, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business and the primary purpose of which does not relate to Taxes; enter into any closing agreement with respect to any material Tax Liability; settle or compromise any claim, notice, audit report or assessment in respect of Taxesany material Tax Liability; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling)Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Taxrefund of a material amount of Taxes; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (ix) enter into, amend or terminate any Company Material Contract other than in the Ordinary Course of BusinessContract; (x) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, commence a lawsuit other than (A) for routine collection of bills, (B) in such cases as the Company in good faith determines that failure to commence such lawsuit would result in the material impairment of a valuable aspect of the Company’s business or (C) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20Agreement; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xii) enter into a new line of business; (xiii) terminate or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xv) fail to make any material payment with respect to any of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices;; or (xvixii) agree to take, take or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xvxi) of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Business.

Negative Obligations. (a) Except (iA) as expressly contemplated required by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, (iiB) as set forth in Section Schedule 4.4(a) of the Innovate Schedule of Exceptions), (iiiC) as required by applicable Law, or (ivD) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), at all times during the Pre-Closing Period, neither Innovate Parent shall not, nor Merger Sub shall, or shall it cause or permit any Subsidiary of Innovate or Merger Sub Parent to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of Innovate or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Innovate Parent Common Stock from terminated employees of Innovate Parent); (ii) except for contractual commitments in place at actual costthe time of this Agreement and set forth in Schedule 4.4(a)(ii), and other than as contemplated by the Contemplated Transactions, sell, issue or grant, or authorize the issuance of, or make any commitments to do any of the foregoing: (i) any capital stock or other security (except for Parent Common Stock issued upon the valid exercise of outstanding Parent Stock Options), (ii) any option, warrant or right to acquire any capital stock or any other security, or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (iii) amend the charter, certificate of incorporation, bylaws, articles of association bylaws or other charter or organizational documents of Innovate, Merger Sub Parent or any Subsidiary of InnovateParent, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transactiontransaction except as related to the Contemplated Transactions; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (A) any capital stock or other security of Innovate (except for Innovate Common Stock issued upon the valid exercise of outstanding Innovate Stock Options); (B) any option, warrant, right or other award to acquire any capital stock or any other security of Innovate; or (C) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of Innovate; (v) form any new Subsidiary or acquire any equity interest or other interest in any other Person; (viv) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; or guarantee any debt securities of others; or ; (vi) make any capital expenditure, expenditure or commitment therefor in excess of $250,00010,000; (vii) adjust or otherwise accelerate the vesting, exercisability or payment of, any Innovate Stock Options or Innovate restricted stock awards outstanding under Innovate Stock Option Plans as of the date hereof, and, other than as required by Law: in the Ordinary Course of Business, (A) adopt, establish or enter into or terminate any Innovate Parent Employee Program; , (B) cause or permit any Innovate Parent Employee Program to be amended, terminated or rights thereunder to be accelerated, amended other than as required by Law; Law or in order to make amendments for the purposes of Section 409A of the Code, subject to prior review and approval (with such approval not to be unreasonably withheld) by the Company, (C) hire any new employee or consultant or terminate any key employee (in each caseconsultant, other than employees or consultants with a base salary or fee in an amount not exceeding $100,000 on an annual basis), or (D) grant, make or pay (or agree to pay) any severance, retention, change in control, bonus or profit-sharing or similar payment (including any special or transaction payments) to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, except in or (E) accelerate the Ordinary Course time of Businesspayment or vesting of any benefits or compensation to any of its directors, employees or consultants; (viii) acquire any material asset or nor sell, lease or otherwise irrevocably dispose of any of its material assetsassets or properties, properties or rights, or nor grant any Encumbrance with respect to such assets, properties assets or rights; in each caseproperties, except in the Ordinary Course of Business; (ix) make any material Tax election in a manner inconsistent with the Innovate’s past practicesmake, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any material accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business and the primary purpose of which does not relate to Taxes; enter into any closing agreement with respect to any material Tax Liability; settle or compromise any claim, notice, audit report or assessment in respect of Taxesany material Tax Liability; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Taxrefund of a material amount of Taxes; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (x) enter into, amend or terminate any Innovate Parent Material Contract other than in Contract, or amend or terminate any material Parent Permit, or apply for any new material Permit under applicable Health Care Laws with respect to the Ordinary Course of BusinessParent Product Candidates; (xi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, commence a lawsuit other than (A) for routine collection of bills bills, (B) in such cases as Parent in good faith determines that failure to commence such lawsuit would result in the material impairment of a valuable aspect of Parent’s and/or any Subsidiary of Parent’s business, or (BC) for a breach of this Agreement; (xii) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) apply for, negotiate or obtain a Governmental Grant; (xiv) enter into a new line of business; (xv) take any action to delist, deregister or any other action the effect of which would reasonably be expected to result in Innovate ceasing to be a reporting company; (xvi) terminate or cancel any insurance coverage policy maintained by Innovate or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xvii) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xviii) fail to make any material payment with respect to any of InnovateParent’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practicespractices (provided that all third party expenses, including legal and accounting expenses, incurred in connection with the entry into this Agreement, the preparation and audit of the financial statements of Parent as may be necessary to consummate the transactions contemplated hereby and the Private Placement, the Parent Stockholder Meeting, solicitation of proxies to approve the Parent Stockholder Proposals, and the consummation of the transactions contemplated hereby, which shall not exceed $300,000 (the “Specified Expenses”) will be paid by Parent after the Closing); (xixxiii) takehire any employees or engage any independent contractors, consultants or other Parent Contingent Workers; (xiv) incur any Liability not expressly permitted pursuant to clauses (i) through (xiii) of this Section 4.4(a), other than in the Ordinary Course of Business; or (xv) agree (in writing) to take, take or permit any Subsidiary of Innovate Parent to take or agree to take, any of the actions specified in clauses (i) through (xviiixiv) of this Section 4.4(a); or (xx) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Innovate Intellectual Property or allow any material rights to Innovate Intellectual Property to lapse or terminate, except in the Ordinary Course of Business. (b) Except (iA) as expressly contemplated required by this Agreement, including with respect to the Innovate Post-Closing Financing, (iiB) as set forth in Section Schedule 4.4(b) of the Company Schedule of Exceptions), (iiiC) as required by applicable Law, or (ivD) with the prior written consent of Innovate Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any Subsidiary of the Company to, not do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of the Company or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares of capital stock or such convertible or exchangeable securities except for issuing shares of Company Ordinary Shares upon exercise of Company Options outstanding under the Company Option Plan as of the date hereof or shares of the Company upon exercise of a Company Warrant; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities securities; (ii) except for shares contractual commitments in place at the time of Company Ordinary Shares from terminated employees this Agreement and set forth in Schedule 4.4(b)(ii), and other than as contemplated by the Contemplated Transactions, sell, issue or grant, or authorize the issuance of, or make any commitments to do any of the Company at actual cost)foregoing: (i) any capital stock or other security, (ii) any option, warrant or right to acquire any capital stock or any other security, or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (iii) except as set forth in Section 4.4(b)(iii) of the Company Schedule of Exceptions, amend the Company Charter Charter, Company Bylaws or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transactiontransaction except as related to the Contemplated Transactions or the Private Placement; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(b)(iv) of the Company Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions, (A) sell, issue, grant or authorize, or agree to sell, issue, grant or authorize, or (B) amend or modify, or agree to amend or modify, the terms of (including by changing any option expiration date, exercise period or vesting schedule): (x) any capital stock or other security in the Company (except for outstanding Company Share Capital issued upon the valid exercise of Company Options and/or Company Warrants); (y) any option, warrant or right to acquire any capital stock or any other security of the Company; or (z) any instrument convertible into, exercisable or exchangeable for any capital stock or other security of the Company; (v) form any Subsidiary or acquire any equity interest or other interest in any other Person; (viv) lend money to any Person; incur or guarantee any Indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment therefor in excess of $250,000, 10,000; (vi) make any capital expenditure or commitment in each case, other than pursuant to commitments and similar arrangements which are in existence as excess of the date hereof$10,000; (vii) other than as required by Law: in the Ordinary Course of Business, (A) terminate adopt, establish or enter into any key employee (other than employees with a base salary in an amount not exceeding $100,000 on an annual basis); or Employee Program, (B) hire any new employee or consultant, (C) grant, make or pay (or agree to pay) any severance, retention, change in control, bonus or profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation, compensation or remuneration or benefits (including accelerated equity vesting) payable to, any of its directors, employees or consultants; in each case, or (D) accelerate the time of payment or vesting of any benefits or compensation to any of its directors, employees or consultants; (viii) acquire any material asset nor sell, lease or otherwise irrevocably dispose of any of its material assets or properties, nor grant any Encumbrance with respect to such assets or properties, except in the Ordinary Course of Business; (viiiix) make any material Tax election in a manner inconsistent with the Company’s past practicesmake, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any material accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Ordinary Course of Business and the primary purpose of which does not relate to Taxes; enter into any closing agreement with respect to any material Tax Liability; settle or compromise any claim, notice, audit report or assessment in respect of Taxesany material Tax Liability; apply for or enter into any ruling from any Tax authority with respect to Taxes (other than the Options Tax Ruling and the Withholding Tax Ruling)Taxes; surrender any right to claim a Tax refund; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any closing agreement with respect to any Taxrefund of a material amount of Taxes; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (ixx) enter into, amend or terminate any Company Material Contract other than in the Ordinary Course of BusinessContract; (xxi) initiate or settle any lawsuit, claim, action, suit, proceeding, investigation or other Legal Proceeding, whether civil, criminal, administrative or investigative, commence a lawsuit other than (A) for routine collection of bills, (B) in such cases as the Company in good faith determines that failure to commence such lawsuit would result in the material impairment of a valuable aspect of the Company’s and/or any Subsidiary of the Company’s business, or (C) for a breach of this Agreement or (C) in connection with Legal Proceedings disclosed in Schedule 2.20; (xi) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, merger, consolidation, restructuring, recapitalization or other reorganizationAgreement; (xii) enter into a new line of business; (xiii) terminate or cancel any insurance coverage policy maintained by the Company or any of its Subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; (xiv) take any action, other than as required by applicable Law or GAAP, to change accounting policies or procedures; (xv) fail to make any material payment with respect to any of the Company’s accounts payable or Indebtedness in a timely manner in accordance with the terms thereof and consistent with past practices; (xvixiii) incur any Liability not expressly permitted pursuant to clauses (i) through (xii) of this Section 4.4(b), other than in the Ordinary Course of Business; or (xiv) agree to take, take or permit any Subsidiary of the Company to take or agree to take, any of the actions specified in clauses (i) through (xvxi) of this Section 4.4(b); or (xvii) fail to timely tender any fees or make any required prosecution or maintenance payments relating to any Company Intellectual Property or allow any material rights to Company Intellectual Property to lapse or terminate, except in the Ordinary Course of Business.