Common use of Restricted Actions Clause in Contracts

Restricted Actions. In addition to the preceding general obligations in Clause 11.1, the Sellers have expressly instructed TCG Group management that during the Interim Period no TCG Group company shall, except with the Purchaser’s prior written consent, or except to the extent that any of the following actions or matters are in the Ordinary Course of Business or the action or matter is otherwise expressly required by this Agreement: (a) merge or consolidate with any other legal entity, enter into any recapitalization, reorganization, corporate restructuring, liquidation or dissolution or acquire any shares, business or division of a business (including pursuant to an acquisition of assets); (b) grant, create or voluntarily allow to arise any Encumbrance over any of its undertakings or assets (excluding any Encumbrance provided under the TCG Facility), other than Encumbrances arising by operation of law in the Ordinary Course of Business or otherwise; (c) sell, lease, license or otherwise dispose of or acquire any assets or property (other than Intellectual Property Rights, which are covered by Clause 11.3(d)), whether pursuant to a single transaction or series of transactions having an aggregate market value in excess of 100,000 Euros; (d) sell, lease, license or otherwise dispose of any of the Intellectual Property Rights which the TCG Group owns or is licensed to use; (e) employ (or cause to be elected) any new member of Key Senior Management or key employee (except for employment engagements which are made to replace employees or otherwise necessary or appropriate in order to continue the Business in the Ordinary Course of Business and which are consented in writing by the Purchaser, such consent not to be unreasonably withheld) or terminate, at the initiative of the employer, the employment or relationship of any such member of Key Senior Management or key employee (other than due to resignation, retirement, death or disability, or with the consent of the Purchaser, such consent not to be unreasonably withheld), or change the compensation or other benefits, including by way of creating any benefit or incentive plan or amending the terms of, or awards under, any existing plan (other than in a manner consistent with past practice to adjust salary amounts to inflation or to remunerate performance) payable to, or the obligation or rights of (i) any such member of Key Senior Management or key employee or (ii) any part of the work force of the TCG Group companies; (f) enter into, amend in any material respect or terminate any Material Contract; (g) make any capital expenditures, or commit to make any capital expenditures not consistent with the Budget Plan; (h) enter into any currency exchange, interest rate or commodity swap agreement, any currency exchange or interest rate or commodity cap, floor or ceiling agreements, or any currency exchange rate, interest rate or commodity collar agreements, or any other agreements or arrangements designed to manage or protect against fluctuations in currency exchange rates, interest rates or commodity prices, other than the renewal or replacement of the swap agreements currently in force to the extent contemplated by the Budget Plan and the renewal, replacement or settlement of those certain two interest rate swap agreements expiring on September 30, 2013 in the notional amounts of €15 million and €16 million; provided, however, that in no event shall any speculative hedging transaction be entered into; (i) incur or assume any borrowing, debt or fees under any debt arrangements, other than (i) drawdowns under the TCG Facility solely for the purposes of effecting a Potential Announced Leakage under Clause 10.8 and (ii) factoring, assignment, discount and other disposal of receivables and other credit rights in exchange for cash, under economic terms agreed at arm’s length pursuant to the Ordinary Course of Business; (j) enter into any transaction or agreement with any Seller or any Related Person; (k) make any changes in its accounting policies other than as required by law or any relevant accounting body; (l) make any alterations to its constitutive documents, memorandum or articles of association or by-laws, except as required under the TCG Facility in order to create the collateral committed in favor of the Lender (e.g., voting and economic rights attached to the encumbered shares to be transferred to the Lender, if so requested by Lender, in an event of default of the TCG Facility scenario) (it being agreed that any such alteration, and any collateral commitment or other transfer of rights contemplated by such alteration, must by its terms be automatically fully released upon repayment of the TCG Facility at or prior to the Closing); (m) acquire any shares in any other company; (n) dispose of any shares in any member of the TCG Group, grant any option over, or other right to subscribe or purchase, or redeem or purchase, any share or securities of any member of the TCG Group or securities convertible into any of the foregoing other than as between TCG Group companies; (o) enter into, settle or waive any litigation or claim, or discharge any liability, (i) in any intellectual property case the amount of which exceeds 50,000 Euros or (ii) in any other litigation, claim or liability where the aggregate amount of such litigation, claim or liability in this clause (ii) which is not reserved for on the June 30, 2013 balance sheet of the TCG Group exceeds 50,000 Euros (it being agreed that in all cases Purchaser’s consent shall be required for any litigation, claim or liability involving non-monetary remedies); (p) permit any of the insurance maintained by any TCG Group company to lapse or do anything which would make any such insurance void or voidable or fail to give notice of any material insurance claim of which a TCG Group company or its officers, employees or directors becomes aware in accordance with the provisions of the relevant policy or settle any such claim materially below the claimed amount; (q) grant any guarantee or indemnity for the obligations of any person (other than as required under the TCG Facility or in favor of any wholly owned member of the TCG Group); (r) amend, fail to comply with or fail to perform its obligations under the TCG Facility; (s) make, revoke or change any material election in respect of Taxes or settle or compromise any claim, notice, refund, liability, audit report or assessment in respect of Taxes; (t) fail to withhold and pay to the appropriate governmental authority any Tax that may be due in connection with any payment described in Clause 10 (Leakages) hereof (it being agreed that the Sellers and Purchaser shall cooperate in good faith to determine any withholding required in connection with any dividends or equity distributions to Sellers); (u) consent to any transfer of the direct contractual position of any creditor under the TCG Facility; (v) take any action which is inconsistent with the Ordinary Course of Business or the provisions of this Agreement or the consummation of the transactions contemplated by the Transaction Documents; or (w) agree or commit to do any of the foregoing. Nothing in this Clause shall restrict, however, the TCG Group from making any Payment that qualifies as a Permitted Leakage.

Restricted Actions. In addition to Unless specifically provided in this Agreement or disclosed in the preceding general obligations in Clause 11.1Disclosure Letter, Sellers shall not, and shall procure that the Sellers have expressly instructed TCG Group management that during the Interim Period no TCG Group company shallDiaMed Companies shall not, except with the Purchaser’s without prior written consentconsent of Buyer (or, if applicable administrative or except regulatory laws do not so permit, prior consultation of Buyer) knowingly do or agree to the extent that do any of the following actions or matters are in from the Ordinary Course date of Business or this Agreement through to the action or matter is otherwise expressly required by this AgreementClosing Date: (a) merge or consolidate with any other legal entity, enter into any recapitalization, reorganization, corporate restructuring, liquidation or dissolution or acquire any shares, business or division of a business (including pursuant to an acquisition of assets); (b) grant, create or voluntarily allow to arise any Encumbrance over any of its undertakings or assets (excluding any Encumbrance provided under the TCG Facility), other than Encumbrances arising by operation of law in the Ordinary Course of Business or otherwise; (c) sell, lease, license or otherwise dispose of or acquire any assets or property (other than Intellectual Property Rights, which are covered by Clause 11.3(d)), whether pursuant to a single transaction or series of transactions having an aggregate market value in excess of 100,000 Euros; (d) sell, lease, license or otherwise dispose of any of the Intellectual Property Rights which the TCG Group owns or is licensed to use; (e) employ (or cause to be elected) any new member of Key Senior Management or key employee (except for employment engagements which are made to replace employees or otherwise necessary or appropriate in order to continue the Business in the Ordinary Course of Business and which are consented in writing by the Purchaser, such consent not to be unreasonably withheld) or terminate, at the initiative of the employer, the employment or relationship of any such member of Key Senior Management or key employee (other than due to resignation, retirement, death or disability, or with the consent of the Purchaser, such consent not to be unreasonably withheld), or change the compensation or other benefits, including by way of creating any benefit or incentive plan or amending the terms of, or awards under, any existing plan (other than in a manner consistent with past practice to adjust salary amounts to inflation or to remunerate performance) payable to, or the obligation or rights of (i) any such member of Key Senior Management or key employee or (ii) any part of the work force of the TCG Group companies; (f) enter into, amend in any material respect or terminate any Material Contract; (g) make any capital expenditures, or commit to make any capital expenditures not consistent with the Budget Plan; (h) enter into any currency exchange, interest rate or commodity swap agreement, any currency exchange or interest rate or commodity cap, floor or ceiling agreements, or any currency exchange rate, interest rate or commodity collar agreements, or any other agreements or arrangements designed to manage or protect against fluctuations in currency exchange rates, interest rates or commodity prices, other than the renewal or replacement of the swap agreements currently in force to the extent contemplated by the Budget Plan and the renewal, replacement or settlement of those certain two interest rate swap agreements expiring on September 30, 2013 in the notional amounts of €15 million and €16 million; provided, however, that in no event shall any speculative hedging transaction be entered into; (i) incur or assume any borrowing, debt or fees under any debt arrangements, other than (i) drawdowns under the TCG Facility solely for the purposes of effecting a Potential Announced Leakage under Clause 10.8 and (ii) factoring, assignment, discount and other disposal of receivables and other credit rights in exchange for cash, under economic terms agreed at arm’s length pursuant to the Ordinary Course of Business; (j) enter into any transaction or agreement with any Seller or any Related Person; (k) make any changes in its accounting policies other than as required by law or any relevant accounting body; (l) make any alterations to its constitutive documents, memorandum or articles of association or by-laws, except as required under the TCG Facility in order to create the collateral committed in favor of the Lender (e.g., voting and economic rights attached to the encumbered shares to be transferred to the Lender, if so requested by Lender, in an event of default of the TCG Facility scenario) (it being agreed that any such alteration, and any collateral commitment or other transfer of rights contemplated by such alteration, must by its terms be automatically fully released upon repayment of the TCG Facility at or prior to the Closing); (m) acquire any shares in any other company; (n) dispose of any shares in any member of the TCG Group, grant any option over, or other right to subscribe or purchase, or redeem or purchase, any share or securities of any member of the TCG Group or securities convertible into any of the foregoing other than as between TCG Group companies; (o) enter into, settle or waive any litigation or claim, or discharge any liability, (i) in any intellectual property case the amount of which exceeds 50,000 Euros or (ii) in any other litigation, claim or liability where the aggregate amount of such litigation, claim or liability in this clause (ii) which is not reserved for on the June 30, 2013 balance sheet of the TCG Group exceeds 50,000 Euros (it being agreed that in all cases Purchaser’s consent shall be required for any litigation, claim or liability involving non-monetary remedies); (p) permit any of the insurance maintained by any TCG Group company to lapse or do anything which or omit to do anything that would make any such insurance void or voidable or fail to give notice of any material insurance claim of which a TCG Group company or its officers, employees or directors becomes aware in accordance materially interfere with the provisions of the relevant policy or settle any such claim materially below the claimed amount; (q) grant any guarantee or indemnity for the obligations of any person (other than as required under the TCG Facility or in favor of any wholly owned member of the TCG Group); (r) amend, fail to comply with or fail to perform its obligations under the TCG Facility; (s) make, revoke or change any material election in respect of Taxes or settle or compromise any claim, notice, refund, liability, audit report or assessment in respect of Taxes; (t) fail to withhold and pay to the appropriate governmental authority any Tax that may be due in connection with any payment described in Clause 10 (Leakages) hereof (it being agreed that the Sellers and Purchaser shall cooperate in good faith to determine any withholding required in connection with any dividends or equity distributions to Sellers); (u) consent to any transfer of the direct contractual position of any creditor under the TCG Facility; (v) take any action which is inconsistent with the Ordinary Course of Business or the provisions of this Agreement or the consummation of the transactions contemplated by the Transaction Documents; orthis Agreement; (wb) agree do or commit omit to do anything which would have a Material Adverse Effect; (c) do or omit to do anything outside the ordinary course of business; (d) make any hiring other than in the ordinary course of business or make or material change to the terms of employment of any di­rector, officer or employee of the foregoing. Nothing DiaMed Companies other than in this Clause shall restrictaccordance with existing written or oral agreements as summarized in Exhibit 7.2.17, howeveror other than in the ordinary course of business with regard to other employees than key employees; (e) form, enter into, materially change, terminate or withdraw from any mate­rial partnership, consortium, joint venture or other incorporated associa­tion; (f) [**] ; (g) delay payment, change invoicing and payment terms other than consis­tent with prior business practice; (h) alter or amend in any manner the articles of incorporation or organiza­tional regulations of any DiaMed Company; (i) make any declaration or setting aside or payment of any dividend or any other distribution of profit or any redemption, purchase or other acquisition of any equity securities of DiaMed; (j) increase, reduce or otherwise change the share capital, or grant any option or conversion rights on the equity of the DiaMed Companies, (k) make any loan or loans [**] (excluding the loans to be repaid at Closing pursuant to the agreement mentioned in Section 4.2.2(h)), the TCG Group from making total of which exceeds the cap of [**] , it being understood that the loans made in connection with the purchase in 2007 of [**] is excluded for the purposes of the calculation of the above mentioned cap per month, (l) make any Payment that qualifies transactions, acts or omissions which were not at arm’s length (m) sell DiaMed’s own shares (eigene Aktien) as a Permitted Leakageper Section A of the Preamble.

Restricted Actions. In addition to Between the preceding general obligations in Clause 11.1date hereof and the Closing, the Sellers have expressly instructed TCG Group management that during Company shall operate the Interim Period no TCG Group company shall, except with the Purchaser’s prior written consent, or except to the extent that any of the following actions or matters are Business in the Ordinary Course of Business or the action or matter is otherwise expressly required by this Agreementordinary course and shall not: (a) merge amend its Certificate of Incorporation or consolidate with any other legal entity, enter into any recapitalization, reorganization, corporate restructuring, liquidation or dissolution or acquire any shares, business or division of a business (including pursuant to an acquisition of assets)Bylaws; (b) grantmerge or consolidate with, create or voluntarily allow to arise purchase substantially all of the assets of, or otherwise acquire any Encumbrance over business of, any of its undertakings corporation, partnership or assets (excluding any Encumbrance provided under the TCG Facility), other than Encumbrances arising by operation of law in the Ordinary Course of Business business organization or otherwisebusiness division thereof; (c) sellsplit, leasecombine or reclassify its outstanding capital stock; declare, license set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock or redeem or otherwise dispose of or acquire any assets or property (other than Intellectual Property Rights, which are covered by Clause 11.3(d)), whether pursuant to a single transaction or series of transactions having an aggregate market value in excess of 100,000 Eurosits securities; (d) transfer, sell, lease, license lease or otherwise dispose of any Assets outside the ordinary course of the Intellectual Property Rights which the TCG Group owns or is licensed to usebusiness; (e) employ (or cause to be elected) enter into any new member of Key Senior Management or key employee (except for employment engagements which are made to replace employees Contract or otherwise necessary or appropriate incur any Liability under which the Company's obligation in order to continue the Business any such individual case is more than $10,000, unless such action is in the Ordinary Course ordinary course of Business and which are consented in writing by the Purchaser, such consent not to be unreasonably withheld) or terminate, at the initiative of the employer, the employment or relationship of any such member of Key Senior Management or key employee (other than due to resignation, retirement, death or disability, or with the consent of the Purchaser, such consent not to be unreasonably withheld), or change the compensation or other benefits, including by way of creating any benefit or incentive plan or amending the terms of, or awards under, any existing plan (other than in a manner consistent with past practice to adjust salary amounts to inflation or to remunerate performance) payable to, or the obligation or rights of (i) any such member of Key Senior Management or key employee or (ii) any part of the work force of the TCG Group companiesbusiness; (f) enter intodischarge, amend in except as contemplated hereby, or satisfy any material respect Encumbrance or terminate pay or satisfy any Material Contractmaterial Liability except pursuant to the terms thereof or compromise, settle or otherwise adjust any material claim or litigation; (g) make any capital expenditures, or commit to make expenditure involving in any capital expenditures not consistent with the Budget Planindividual case more than $25,000; (h) enter into without the written consent of Buyer, create any currency exchange, interest rate additional Seller Plan nor modify or commodity swap agreement, change any currency exchange or interest rate or commodity cap, floor or ceiling agreements, or any currency exchange rate, interest rate or commodity collar agreements, or any other agreements or arrangements designed to manage or protect against fluctuations in currency exchange rates, interest rates or commodity prices, other than existing Seller Plan that would materially affect the renewal or replacement benefits of the swap agreements currently in force to the extent contemplated by the Budget Plan and the renewal, replacement or settlement of those certain two interest rate swap agreements expiring on September 30, 2013 in the notional amounts of €15 million and €16 millionCompany employees; provided, however, that in no event shall any speculative hedging transaction be entered into;or (i) incur take or assume agree in writing or otherwise to take, any borrowingof the foregoing actions. In addition, debt the Company shall not transfer or fees under terminate, nor shall the Seller cause or allow the Company to transfer or terminate, any debt arrangements, other than Company employee except that (i) drawdowns under the TCG Facility solely any Company employee may be terminated for the purposes of effecting a Potential Announced Leakage under Clause 10.8 cause, and (ii) factoring(x) the Seller, assignment, discount and other disposal of receivables and other credit rights in exchange for cash, under economic terms agreed at arm’s length pursuant to the Ordinary Course of Business; (j) enter into any transaction or agreement with any Seller or any Related Person; (k) make any changes in its accounting policies other than as required by law or any relevant accounting body; (l) make any alterations to its constitutive documents, memorandum or articles of association or by-laws, except as required under the TCG Facility in order to create the collateral committed in favor of the Lender (e.g., voting and economic rights attached to the encumbered shares to be transferred to the Lender, if so requested by Lender, in an event of default of the TCG Facility scenario) (it being agreed that any such alteration, and any collateral commitment or other transfer of rights contemplated by such alteration, must by its terms be automatically fully released upon repayment of the TCG Facility at on or prior to the ClosingClosing Date, may transfer or terminate, in its sole discretion, those Company employees listed on Exhibit 6.1(a); , and (my) acquire any shares in any other company; (n) dispose of any shares in any member the Seller, on or prior to the Closing Date, shall transfer or terminate those employees of the TCG GroupCompany that the Buyer identifies, grant any option overwithin 30 days after the date of this Agreement, from the employees set forth on Exhibit 6.1(b). Any employee transferred or other right to subscribe or purchase, or redeem or purchase, any share or securities of any member of the TCG Group or securities convertible into any of the foregoing other than as between TCG Group companies; (o) enter into, settle or waive any litigation or claim, or discharge any liability, (i) in any intellectual property case the amount of which exceeds 50,000 Euros or (ii) in any other litigation, claim or liability where the aggregate amount of such litigation, claim or liability in this clause (ii) which is not reserved for on the June 30, 2013 balance sheet of the TCG Group exceeds 50,000 Euros (it being agreed that in all cases Purchaser’s consent shall be required for any litigation, claim or liability involving non-monetary remedies); (p) permit any of the insurance maintained by any TCG Group company to lapse or do anything which would make any such insurance void or voidable or fail to give notice of any material insurance claim of which a TCG Group company or its officers, employees or directors becomes aware terminated in accordance with the provisions foregoing sentence, shall be the sole responsibility of the relevant policy or settle Seller, including any such claim materially below the claimed amount; (q) grant any guarantee or indemnity for the obligations Liabilities related to periods of any person (other than as required under the TCG Facility or in favor of any wholly owned member of the TCG Group); (r) amend, fail to comply with or fail to perform its obligations under the TCG Facility; (s) make, revoke or change any material election in respect of Taxes or settle or compromise any claim, notice, refund, liability, audit report or assessment in respect of Taxes; (t) fail to withhold and pay to the appropriate governmental authority any Tax that may be due in connection with any payment described in Clause 10 (Leakages) hereof (it being agreed that the Sellers and Purchaser shall cooperate in good faith to determine any withholding required in connection with any dividends or equity distributions to Sellers); (u) consent to any transfer of the direct contractual position of any creditor under the TCG Facility; (v) take any action which is inconsistent past service with the Ordinary Course of Business or the provisions of this Agreement or the consummation of the transactions contemplated by the Transaction Documents; or (w) agree or commit to do any of the foregoing. Nothing in this Clause shall restrict, however, the TCG Group from making any Payment that qualifies as a Permitted LeakageCompany.

Restricted Actions. In addition to Unless: (x) otherwise specifically provided for in this Agreement, (y) disclosed in the preceding general obligations Disclosure Letter, or (z) contemplated in Clause 11.1the business plan as approved by the competent corporate body of the Group Companies which was included in the Data Room Documents, during the Pre-Closing Period, the Sellers have expressly instructed TCG Seller shall not, and shall procure that each Group management that during the Interim Period no TCG Group company shallCompany shall not, except with the Purchaser’s without prior written consent, or except to the extent that any consent of the following actions or matters are in the Ordinary Course of Business or the action or matter is otherwise expressly required by this AgreementBuyer: (a) merge take or consolidate fail to take any action which could materially interfere with any other legal entity, enter into any recapitalization, reorganization, corporate restructuring, liquidation or dissolution or acquire any shares, business or division the consummation of a business (including pursuant to an acquisition of assets)the transactions contemplated under this Agreement; (b) grant, create accelerate any order or voluntarily allow do any other act that is intended to arise any Encumbrance over any increase the revenues for the purpose of its undertakings increasing revenue during certain period or assets (excluding any Encumbrance provided under the TCG Facility), other than Encumbrances arising by operation of law quarter that would not be done otherwise in the Ordinary Course ordinary course of Business business (for example by soliciting customers (by providing financial incentives or otherwise) to make their orders earlier than they intended or by increasing the distributor inventory); (c) selltake any action that increases the inventory held by distributors of the Group Companies as compared with the inventory held by distributors of the Group Companies as of December 31, lease, license or otherwise dispose of or acquire any assets or property (other than Intellectual Property Rights, which are covered by Clause 11.3(d)), whether pursuant to a single transaction or series of transactions having an aggregate market value in excess of 100,000 Euros2011; (d) sell, lease, license or otherwise dispose make any material change in the terms (including granting severance) of employment (including termination) of any of its directors, officers or employees other than in the Intellectual Property Rights which ordinary course of business and consistent with past practice, existing commitments or existing as of the TCG Group owns date of this Agreement collective bargaining arrangements or is licensed hire any employees with an annual gross salary exceeding CHF 100,000.00, or with a notice period (with respect to usetermination) exceeding statutory notice periods or providing for severance payments, other than to fill open positions existing as of the date of this Agreement, provided that such newly filled positions can be terminated with a notice period not to exceed statutory notice period and with no severance payments; (e) employ (adopt or cause to be elected) amend any new member of Key Senior Management employee compensation or key employee (except for employment engagements which are benefit plan or amend any compensation, benefit, entitlement, grant or award previously made to replace employees or otherwise necessary or appropriate in order to continue the Business in the Ordinary Course of Business and which are consented in writing by the Purchaser, such consent not to be unreasonably withheld) or terminate, at the initiative of the employer, the employment or relationship of under any such member of Key Senior Management or key employee (other than due to resignationplan, retirement, death or disability, or with the consent of the Purchaser, such consent not to be unreasonably withheld), or change the compensation or other benefits, including except as required by way of creating any benefit or incentive plan or amending the terms of, or awards under, any existing plan (other than in a manner consistent with past practice to adjust salary amounts to inflation or to remunerate performance) payable to, or the obligation or rights of (i) any such member of Key Senior Management or key employee or (ii) any part of the work force of the TCG Group companieslaw; (f) form, enter into, amend in vary, terminate or withdraw from any material respect partnership, consortium, joint venture or terminate any Material Contractsimilar business organization or agreement; (g) make any capital expenditures, or commit to make any capital expenditures not consistent with the Budget Plan; (h) enter into any currency exchange, interest rate or commodity swap agreement, any currency exchange or interest rate or commodity cap, floor or ceiling agreements, or any currency exchange rate, interest rate or commodity collar agreements, or any other agreements or arrangements designed to manage or protect against fluctuations in currency exchange rates, interest rates or commodity prices, other than the renewal or replacement of the swap agreements currently in force to the extent contemplated by the Budget Plan and the renewal, replacement or settlement of those certain two interest rate swap agreements expiring on September 30, 2013 in the notional amounts of €15 million and €16 million; provided, however, that in no event shall any speculative hedging transaction be entered into; (i) incur or assume any borrowing, debt or fees under any debt arrangements, other than (i) drawdowns under the TCG Facility solely for the purposes of effecting a Potential Announced Leakage under Clause 10.8 and (ii) factoring, assignment, discount and other disposal of receivables and other credit rights in exchange for cash, under economic terms agreed at arm’s length pursuant to the Ordinary Course of Business; (j) enter into any transaction or agreement with any Seller or any Related Person; (k) make any changes in its accounting policies other than as required by law or any relevant accounting body; (l) make any alterations amendments to its constitutive documents, memorandum or articles of association incorporation or by-laws, except as required under the TCG Facility in order to create the collateral committed in favor of the Lender (e.g., voting and economic rights attached to the encumbered shares to be transferred to the Lender, if so requested by Lender, in an event of default of the TCG Facility scenario) (it being agreed that any such alteration, and any collateral commitment or other transfer of rights contemplated by such alteration, must by its terms be automatically fully released upon repayment of the TCG Facility at or prior to the Closing)organizational regulations; (m) acquire any shares in any other company; (n) dispose of any shares in any member of the TCG Group, grant any option over, or other right to subscribe or purchase, or redeem or purchase, any share or securities of any member of the TCG Group or securities convertible into any of the foregoing other than as between TCG Group companies; (o) enter into, settle or waive any litigation or claim, or discharge any liability, (i) in any intellectual property case the amount of which exceeds 50,000 Euros or (ii) in any other litigation, claim or liability where the aggregate amount of such litigation, claim or liability in this clause (ii) which is not reserved for on the June 30, 2013 balance sheet of the TCG Group exceeds 50,000 Euros (it being agreed that in all cases Purchaser’s consent shall be required for any litigation, claim or liability involving non-monetary remedies); (p) permit any of the insurance maintained by any TCG Group company to lapse or do anything which would make any such insurance void or voidable or fail to give notice of any material insurance claim of which a TCG Group company or its officers, employees or directors becomes aware in accordance with the provisions of the relevant policy or settle any such claim materially below the claimed amount; (q) grant any guarantee or indemnity for the obligations of any person (other than as required under the TCG Facility or in favor of any wholly owned member of the TCG Group); (r) amend, fail to comply with or fail to perform its obligations under the TCG Facility; (s) make, revoke or change any material election in respect of Taxes or settle or compromise any claim, notice, refund, liability, audit report or assessment in respect of Taxes; (t) fail to withhold and pay to the appropriate governmental authority any Tax that may be due in connection with any payment described in Clause 10 (Leakages) hereof (it being agreed that the Sellers and Purchaser shall cooperate in good faith to determine any withholding required in connection with any dividends or equity distributions to Sellers); (u) consent to any transfer of the direct contractual position of any creditor under the TCG Facility; (v) take any action which is inconsistent with the Ordinary Course of Business or the provisions of this Agreement or the consummation of the transactions contemplated by the Transaction Documents; or (w) agree or commit to do any of the foregoing. Nothing in this Clause shall restrict, however, the TCG Group from making any Payment that qualifies as a Permitted Leakage.

Restricted Actions. In addition to Without limiting clause 10.1, from the preceding general obligations in Clause 11.1date of this Agreement until Completion, the Sellers have expressly instructed TCG Group management Seller must, and must procure, that during the Interim Period no TCG Group company shall, except with the Purchaser’s prior written consent, or except to the extent that any of the following actions or matters are in the Ordinary Course of Business unless contemplated by this Agreement or the action Buyer otherwise consents in writing (such consent not to be unreasonably withheld or matter is otherwise expressly required by this Agreement:delayed): (a) no Group Member will increase, decrease or otherwise alter its share capital or issue or grant any securities or agree to do so; (b) no Group Member will, in respect of the Hospital Business, and the Seller will not in respect of the Sale Shares, create or grant any Encumbrance over the assets of the Group Member or the Hospital Business or Sale Shares or incur any indebtedness or liability in the nature of borrowings or agree to do so, other than in the ordinary course of business; (c) no Group Member will acquire, transfer or dispose of any asset of the Hospital Business with a written down book value in excess of Rp 5.56 billion; (d) no Group Member will amend its Articles of Association; (e) no Group Member will enter into, terminate or materially vary any agreement, arrangement or understanding which involves the incurring of a total liability over the life of the agreement, arrangement or understanding in excess of Rp 5.56 billion other than in the ordinary course of the Hospital Business in procuring or replenishing stock; (f) no Group Member will make any material change to its practice as to payment of creditors and collection of trade debtors; (g) no Group Member will enter into, terminate or increase annual remuneration by more than 10% under any agreement, arrangement or understanding concerning an employee or contractor where the annual remuneration payable to such employee or contractor will exceed Rp 556 million. However, this clause will not exclude a Group Member from terminating any agreement, arrangement or understanding concerning an Employee - Group in circumstances where, in the reasonable opinion of a Group Member, the employee or independent contractor concerned has: (i) engaged in conduct justifying summary dismissal at common law or under an applicable policy of the Group; or (ii) engaged in repeated poor performance justifying termination under an applicable policy of the Group; (h) no Group Member will acquire shares or other securities in any body corporate other than any other Group Member or agree to do so; (i) no Group Member will initiate any proceedings for the winding up, liquidation or other external administration of that Group Member; and (j) no Group Member will merge or consolidate with any other legal entitybody corporate, enter into any recapitalization, reorganization, corporate restructuring, liquidation or dissolution or acquire any shares, business or division of a business (including pursuant to an acquisition of assets); (b) grant, create or voluntarily allow to arise any Encumbrance over any of its undertakings or assets (excluding any Encumbrance provided under the TCG Facility), other than Encumbrances arising by operation of law in the Ordinary Course of Business or otherwise; (c) sell, lease, license or otherwise dispose of or acquire any assets or property (other than Intellectual Property Rights, which are covered by Clause 11.3(d)), whether pursuant to a single transaction or series of transactions having an aggregate market value in excess of 100,000 Euros; (d) sell, lease, license or otherwise dispose of any of the Intellectual Property Rights which the TCG Group owns or is licensed to use; (e) employ (or cause to be elected) any new member of Key Senior Management or key employee (except for employment engagements which are made to replace employees or otherwise necessary or appropriate in order to continue the Business in the Ordinary Course of Business and which are consented in writing by the Purchaser, such consent not to be unreasonably withheld) or terminate, at the initiative of the employer, the employment or relationship of any such member of Key Senior Management or key employee (other than due to resignation, retirement, death or disability, or with the consent of the Purchaser, such consent not to be unreasonably withheld), or change the compensation or other benefits, including by way of creating any benefit or incentive plan or amending the terms of, or awards under, any existing plan (other than in a manner consistent with past practice to adjust salary amounts to inflation or to remunerate performance) payable to, or the obligation or rights of (i) any such member of Key Senior Management or key employee or (ii) any part of the work force of the TCG Group companies; (f) enter into, amend in any material respect or terminate any Material Contract; (g) make any capital expenditures, or commit to make any capital expenditures not consistent with the Budget Plan; (h) enter into any currency exchange, interest rate or commodity swap agreement, any currency exchange or interest rate or commodity cap, floor or ceiling agreements, or any currency exchange rate, interest rate or commodity collar agreements, or any other agreements or arrangements designed to manage or protect against fluctuations in currency exchange rates, interest rates or commodity prices, other than the renewal or replacement of the swap agreements currently in force to the extent contemplated by the Budget Plan and the renewal, replacement or settlement of those certain two interest rate swap agreements expiring on September 30, 2013 in the notional amounts of €15 million and €16 million; provided, however, that in no event shall any speculative hedging transaction be entered into; (i) incur or assume any borrowing, debt or fees under any debt arrangements, other than (i) drawdowns under the TCG Facility solely for the purposes of effecting a Potential Announced Leakage under Clause 10.8 and (ii) factoring, assignment, discount and other disposal of receivables and other credit rights in exchange for cash, under economic terms agreed at arm’s length pursuant to the Ordinary Course of Business; (j) enter into any transaction or agreement with any Seller or any Related Person; (k) make any changes in its accounting policies other than as required by law or any relevant accounting body; (l) make any alterations to its constitutive documents, memorandum or articles of association or by-laws, except as required under the TCG Facility in order to create the collateral committed in favor of the Lender (e.g., voting and economic rights attached to the encumbered shares to be transferred to the Lender, if so requested by Lender, in an event of default of the TCG Facility scenario) (it being agreed that any such alteration, and any collateral commitment or other transfer of rights contemplated by such alteration, must by its terms be automatically fully released upon repayment of the TCG Facility at or prior to the Closing); (m) acquire any shares in any other company; (n) dispose of any shares in any member of the TCG Group, grant any option over, or other right to subscribe or purchase, or redeem or purchase, any share or securities of any member of the TCG Group or securities convertible into unless any of the foregoing other than as between TCG Group companies; (o) enter into, settle or waive any litigation or claimis contemplated by Law, or discharge any liability, (i) in any intellectual property case the amount of which exceeds 50,000 Euros or (ii) in any other litigation, claim or liability where the aggregate amount of such litigation, claim or liability in this clause (ii) which Seller’s reasonable opinion is not reserved for on the June 30, 2013 balance sheet of the TCG Group exceeds 50,000 Euros (it being agreed that in all cases Purchaser’s consent shall be required for any litigation, claim or liability involving non-monetary remedies); (p) permit any of the insurance maintained by any TCG Group company to lapse or do anything which would make any such insurance void or voidable or fail to give notice effect to the terms of any material insurance claim of which a TCG Group company or its officers, employees or directors becomes aware in accordance with the provisions of the relevant policy or settle any such claim materially below the claimed amount; (q) grant any guarantee or indemnity for the obligations of any person (other than as required under the TCG Facility or in favor of any wholly owned member of the TCG Group); (r) amend, fail to comply with or fail to perform its obligations under the TCG Facility; (s) make, revoke or change any material election in respect of Taxes or settle or compromise any claim, notice, refund, liability, audit report or assessment in respect of Taxes; (t) fail to withhold and pay to the appropriate governmental authority any Tax that may be due in connection with any payment described in Clause 10 (Leakages) hereof (it being agreed that the Sellers and Purchaser shall cooperate in good faith to determine any withholding required in connection with any dividends or equity distributions to Sellers); (u) consent to any transfer of the direct contractual position of any creditor under the TCG Facility; (v) take any action which is inconsistent with the Ordinary Course of Business or the provisions of this Agreement or the consummation of the transactions contemplated by the Transaction Documents; or (w) agree or commit to do any of the foregoing. Nothing in this Clause shall restrict, however, the TCG Group from making any Payment that qualifies as a Permitted LeakageLaw.

Restricted Actions. In addition to Unless specifically provided in this Agreement or as set forth in Schedule 7.1, Seller and its Affiliates shall not, and shall procure that the preceding general obligations in Clause 11.1TE Business (including each TE Company and, for purposes of this clause, the Sellers have expressly instructed TCG Group management that during the Interim Period no TCG Group company shallExcluded Plants) shall not, except with the Purchaser’s without prior written consentconsent of Buyer (or, if applicable laws, in particular merger control laws, do not so permit, without prior consultation of Buyer) do, or except agree to the extent that do, any of the following actions or matters are in from the Ordinary Course date of Business or this Agreement through to the action or matter is otherwise expressly required by this AgreementClosing Date: (a) merge execute any contracts or consolidate with any other legal entity, enter into any recapitalization, reorganization, corporate restructuring, liquidation negotiations with any third party that would materially inhibit or dissolution or acquire any shares, business or division impair the consummation of a business (including pursuant to an acquisition of assets)the transactions contemplated under this Agreement; (b) grant, create do anything which is reasonably likely to have a Material Adverse Effect or voluntarily allow to arise any Encumbrance over intentionally cause any of its undertakings the representations and warranties set forth in Schedule 5.1 to be breached, untrue or assets (excluding any Encumbrance provided under inaccurate when given as of the TCG Facility), other than Encumbrances arising by operation of law in the Ordinary Course of Business or otherwiseClosing Date; (c) sellmake any material change in the terms of employment of any director, lease, license officer or otherwise dispose employee of or acquire any assets or property (the TE Business other than Intellectual Property Rightsin accordance with existing agreements, which are covered by Clause 11.3(d))collective bargaining arrangements or normal practice or enter into, whether pursuant make any material variation to a single transaction or series of transactions having an aggregate market value in excess of 100,000 Eurosterminate any collective bargaining arrangements; (d) sellform, leaseenter into, license vary, terminate or otherwise dispose of withdraw from any of material partnership, consortium, joint venture (including any joint venture to be entered into by the Intellectual Property Rights which the TCG Group owns TE Business in India) or is licensed to useother incorporated association; (e) employ (alter or cause to be elected) any new member amend the articles of Key Senior Management incorporation or key employee (except for employment engagements which are made to replace employees or otherwise necessary or appropriate in order to continue the Business in the Ordinary Course of Business and which are consented in writing by the Purchaser, such consent not to be unreasonably withheld) or terminate, at the initiative of the employer, the employment or relationship of any such member of Key Senior Management or key employee (other than due to resignation, retirement, death or disability, or with the consent of the Purchaser, such consent not to be unreasonably withheld), or change the compensation or other benefits, including by way of creating any benefit or incentive plan or amending the terms organizational regulations of, or awards underany shareholders’ agreement or joint venture agreement relating to, any existing plan (the TE Companies other than in a manner consistent with past practice to adjust salary amounts to inflation or to remunerate performance) payable to, or the obligation or rights of (i) any such member of Key Senior Management or key employee or (ii) any part of the work force of the TCG Group companiesas required by applicable law; (f) enter into, amend in any material respect pay or terminate any Material Contractpre-pay invoices or delay the payment of invoices other than consistent with prior business practice; (g) make any capital expendituresexpenditures in an amount exceeding CHF 1 million individually or CHF 5 million in aggregate, except those expressly provided for in the TE Business Plan, in Article 8.5 and in Article 9.4.1.4, and no expenditures which are so provided for shall be withheld or commit to make any capital expenditures not consistent with the Budget Plandelayed; (h) enter into issue or create any currency exchangeobligation to issue, interest rate grant or commodity swap agreementsell any shares, equity-linked securities or other securities of any currency exchange or interest rate or commodity cap, floor or ceiling agreements, or kind in any currency exchange rate, interest rate or commodity collar agreements, or any other agreements or arrangements designed to manage or protect against fluctuations in currency exchange rates, interest rates or commodity prices, other than the renewal or replacement of the swap agreements currently in force to the extent contemplated by the Budget Plan and the renewal, replacement or settlement of those certain two interest rate swap agreements expiring on September 30, 2013 in the notional amounts of €15 million and €16 million; provided, however, that in no event shall any speculative hedging transaction be entered intoTE Companies; (i) incur increase or assume reduce or otherwise change the share capital or capital structure, or grant any borrowing, debt option or fees under conversion rights on the equity of any debt arrangements, other than (i) drawdowns under the TCG Facility solely for the purposes of effecting a Potential Announced Leakage under Clause 10.8 and (ii) factoring, assignment, discount and other disposal of receivables and other credit rights in exchange for cash, under economic terms agreed at arm’s length pursuant to the Ordinary Course of BusinessTE Company; (j) enter into transfer any transaction shares or agreement with other securities that are directly or indirectly held by any Seller TE Company to a third party, transfer any shares in any TE Company to a third party, or transfer any Related Personassets material, individually or in the aggregate, to the TE Business to a third party, or agree to make any such transfer, other than in the ordinary course of business; (k) make allow any changes in its accounting policies other than as required by law or any relevant accounting bodyregistration of Intellectual Property Rights material to the TE Business to expire; (l) make grant, create or allow to be created any alterations to its constitutive documents, memorandum or articles of association or by-laws, except as required under the TCG Facility in order to create the collateral committed in favor Lien (excluding Permitted Liens) over any of the Lender (e.g., voting and economic rights attached to the encumbered shares to be transferred to the Lender, if so requested by Lender, in an event of default assets of the TCG Facility scenario) (it being agreed that any such alteration, and any collateral commitment TE Companies or the TE Assets other transfer than charges arising by operation of rights contemplated by such alteration, must by its terms be automatically fully released upon repayment of the TCG Facility at or prior to the Closing)law; (m) acquire borrow any shares money or incur any interest-bearing indebtedness or other liability owed to a third party in excess of CHF 1,000,000 per item or in any other companyevent in excess of CHF 10,000,000 in the aggregate or any indebtedness which provides for payment of penalties or repayment or prepayment or which is on terms which are of an onerous nature; (n) dispose of liquidate any shares in TE Company or effect any member of the TCG Group, grant any option over, or other right material legal reorganization with respect to subscribe or purchase, or redeem or purchase, any share or securities of any member of the TCG Group or securities convertible into any of the foregoing other than such TE Company except as between TCG Group companiesrequired by mandatory laws; (o) enter intoinitiate, discontinue or settle or waive any litigation or claim, or discharge any liability, (i) in any intellectual property case the amount of which exceeds 50,000 Euros or (ii) in any other litigation, claim or liability where the aggregate amount of such litigation, claim or liability in this clause (ii) which is not reserved for on the June 30, 2013 balance sheet of the TCG Group exceeds 50,000 Euros (it being agreed that in all cases Purchaser’s consent shall be required for any litigation, claim arbitration, expert determination or liability involving non-monetary remedies)other dispute resolution proceedings where the amount claimed together with any costs incurred or likely to be incurred exceeds CHF 1,500,000; (p) permit declare, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of the insurance maintained by any TCG Group company to lapse or do anything which would make any such insurance void or voidable or fail to give notice of any material insurance claim of which a TCG Group company or its officers, employees or directors becomes aware in accordance with the provisions of the relevant policy or settle any such claim materially below the claimed amountTE Companies’ capital stock; (q) grant any guarantee enter into, amend, modify or indemnity for terminate or consent to the obligations termination of any person (license, distribution and supply agreements or any Material Contracts, or amend, waive, modify, terminate or consent to the termination of any of the TE Companies’ rights thereunder, other than as required under in the TCG Facility ordinary course of business or in favor of any wholly owned member for purposes of the TCG Group)IT Service Agreement; (r) amendclose, fail to comply with transfer, or fail to perform its obligations under grant an interest in, any Transferred TE Real Property, any other material property, installation or equipment used for the TCG FacilityTE Business; (s) makechange the accounting procedures, revoke principles or change any material election practices of the TE Business unless required under applicable law or regulations or in respect accordance with the ordinary course of Taxes or settle or compromise any claim, notice, refund, liability, audit report or assessment in respect of Taxesbusiness; (t) fail change, stop or otherwise materially modify projects which the TE Business has commenced to withhold implement other than pursuant the High Level Implementation Plan and pay to the appropriate governmental authority any Tax that may be due in connection with any payment described in Clause 10 (Leakages) TE Business Plan as at the date hereof (it being agreed that or for purposes of the Sellers and Purchaser shall cooperate in good faith to determine any withholding required in connection with any dividends or equity distributions to Sellers)IT Service Agreement; (u) consent increase or reduce the number of employees engaged in any part of the TE Business to any transfer of material degree other than in accordance with the direct contractual position of any creditor under TE Business Plan and the TCG FacilityHigh Level Implementation Plan; (v) take cancel, suspend or cease to pay premiums in respect of any action policy of insurance which is inconsistent with in effect at the Ordinary Course of Business date hereof in relation to the TE Business, or fail to maintain in force any insurance coverage which it would be reasonable and prudent to maintain in relation to the provisions of this Agreement or the consummation of the transactions contemplated by the Transaction DocumentsTE Business; or (w) give or agree to give any guarantee, indemnity or commit other support in respect of the obligations or liabilities of any other Person. Notwithstanding anything to do the contrary in this Article 7.3 or any other provision in this Agreement, Seller shall have the right to use cash and cash equivalents held by Panyu, Shenzhen and Qingdao, respectively, to repay any of the foregoing. Nothing in this Clause shall restrict, however, the TCG Group from making any Payment that qualifies as a Permitted Leakagerespective third party debt owed by such TE Companies.

Restricted Actions. In addition 9.2.1 During the Pre-Closing Period, the Convertible Bonds Holders shall not, and shall not agree that other parties to the preceding general obligations Convertible Bonds (i) sell, assign or transfer any of the Convertible Bonds or any rights thereunder, or (ii) permit the creation of any rights under any of the Convertible Bonds or (iii) enter into any transaction that would render the statements in Clause 11.1Section 2.4.2 to be incorrect or incomplete, in each case other than as expressly provided for in this Agreement. 9.2.2 During the Pre-Closing Period and without limiting the generality of the foregoing, the Management Sellers have expressly instructed TCG Group management that during (as several and partial debtors (teilschuldnerisch) on a pro rata basis, reflecting the Interim Period no TCG Group company shallportion of the Sold Shares sold by the respective Management Seller relative to all Sold Shares of Management Sellers)) shall procure that, except with without the Purchaser’s prior written consent, or except to the extent that any of the following actions or matters are in the Ordinary Course of Business or the action or matter is otherwise expressly required by this Agreement: Text Form consent (a) merge or consolidate with any other legal entity, enter into any recapitalization, reorganization, corporate restructuring, liquidation or dissolution or acquire any shares, business or division of a business (including pursuant to an acquisition of assets); (b) grant, create or voluntarily allow to arise any Encumbrance over any of its undertakings or assets (excluding any Encumbrance provided under the TCG Facility), other than Encumbrances arising by operation of law in the Ordinary Course of Business or otherwise; (c) sell, lease, license or otherwise dispose of or acquire any assets or property (other than Intellectual Property Rights, which are covered by Clause 11.3(d)), whether pursuant to a single transaction or series of transactions having an aggregate market value in excess of 100,000 Euros; (d) sell, lease, license or otherwise dispose of any of the Intellectual Property Rights which the TCG Group owns or is licensed to use; (e) employ (or cause to be elected) any new member of Key Senior Management or key employee (except for employment engagements which are made to replace employees or otherwise necessary or appropriate in order to continue the Business in the Ordinary Course of Business and which are consented in writing by the Purchaser, such consent not to be unreasonably withheld) or terminate, at the initiative of the employer, the employment or relationship of any such member of Key Senior Management or key employee (other than due to resignation, retirement, death or disability, or with the consent of the Purchaser, such consent not to be unreasonably withheld), neither Group Company will undertake: (a) any action taken by a Group Company or change transaction entered into by a Group Company which is provided for under Section 8.11.2; (b) any changes to the compensation or other benefits, including by way of creating any benefit or incentive plan or amending the terms of, or awards under, any existing plan (Corporate Documents other than as a direct result of the conversion of any Convertible Bonds; (c) any recapitalization, reorganization, corporate restructuring, merger or acquisition or similar business combination involving a Group Company; (d) formation, creation or acquisition of any subsidiary or interests in another entity other than the Subsidiaries; (e) any incurrence by a manner consistent with past practice to adjust salary amounts to inflation Group Company of Financial Indebtedness or to remunerate performance) payable any granting of loans, advances or capital contributions to, or investments in any other Person, in each case except in the obligation or rights of (i) any such member of Key Senior Management or key employee or (ii) any part of the work force of the TCG Group companiesordinary course; (f) enter intoany sale, amend assignment, transfer, license or other form of disposition, abandonment or failure to defend of, or permission or creation of any Encumbrance over, any Intellectual Property Assets or other intangible assets, other than non-exclusive licenses to customers in any material respect or terminate any Material Contractthe ordinary course of business; (g) make any capital expenditures, variation of the employment terms or commit severance terms of any Key Employee other than in the context of a restatement of the EDPP to make agree on fixed amounts (rather than amounts depending on any capital expenditures not consistent with the Budget Plan;exit proceeds) payable thereunder to EDPP Beneficiaries; EXECUTION VERSION SHARE PURCHASE AND TRANSFER AGREEMENT - 360KOMPANY AG PAGE 62 OF 93 (h) enter into any currency exchangehiring, interest rate promotion or commodity swap agreement, termination of any currency exchange or interest rate or commodity cap, floor or ceiling agreements, or any currency exchange rate, interest rate or commodity collar agreements, or any other agreements or arrangements designed to manage or protect against fluctuations in currency exchange rates, interest rates or commodity prices, Key Employee other than the renewal or replacement of the swap agreements currently in force to the extent contemplated by the Budget Plan and the renewal, replacement or settlement of those certain two interest rate swap agreements expiring on September 30, 2013 in the notional amounts of €15 million and €16 million; provided, however, that in no event shall any speculative hedging transaction be entered intotermination for cause (aus wichtigem ▇▇▇▇▇); (i) incur changes to the employment terms or assume severance terms of employees or Contingent Workers (including, without limitation, any borrowingestablishment, debt adoption, entry into, amendment or fees under promise of entry into or amendment, of any debt arrangementsbonus, profit sharing or other arrangement for the benefit of any employee or Contingent Worker), other than (i) drawdowns under in the TCG Facility solely for context of a restatement of the purposes of effecting a Potential Announced Leakage under Clause 10.8 and EDPP to agree on fixed amounts (rather than amounts depending on any exit proceeds) payable thereunder to EDPP Beneficiaries and/or (ii) factoringnormal salary increases (not in excess of the range set forth in Schedule 9.2.2(i)) made in the ordinary course of business, assignmentmaterially consistent with past practice, discount and other disposal of receivables and other credit rights in exchange for cash, under economic terms agreed at arm’s length pursuant except to the Ordinary Course of Businessextent required by applicable Laws; (j) enter into any transaction or agreement hiring of an employee with any Seller or any Related Personan annual compensation in excess of EUR 200,000; (k) make any changes in its accounting policies entering into, termination of or amendment to any Material Contract (other than as required the entering into any customer contracts or amendments of existing customer contracts, in each case in the ordinary course of business), Pension Scheme, Incentive Scheme or Related Party Agreement by law or affecting a Group Company and any relevant accounting bodywaiver, release or assignment of rights or claims thereunder (other than (i) any waiver, release, assignment of rights or claims under any Material Contract in the ordinary course of business and/or (ii) in the context of a restatement of the EDPP to agree on fixed amounts (rather than amounts depending on any exit proceeds) payable thereunder to EDPP Beneficiaries); (l) make any alterations to its constitutive documents, memorandum or articles reduction of association or by-laws, except as required under the TCG Facility in order to create the collateral committed in favor of the Lender (e.g., voting and economic rights attached to the encumbered shares to be transferred to the Lender, if so requested insurance coverage by Lender, in an event of default of the TCG Facility scenario) (it being agreed that any such alteration, and any collateral commitment or other transfer of rights contemplated by such alteration, must by its terms be automatically fully released upon repayment of the TCG Facility at or prior to the Closing);a Group Company; or (m) acquire any shares in waiver, release, assignment, compromise, commencement, settlement or agreement to settle any other company; (n) dispose of any shares in any member of the TCG Group, grant any option over, or other right to subscribe or purchase, or redeem or purchase, any share or securities of any member of the TCG Group or securities convertible into any of the foregoing legal proceeding other than as between TCG Group companies; (o) enter into, settle the commencement of legal proceedings for unpaid receivables or waive any litigation or claim, or discharge any liability, (i) in any intellectual property case the amount of which exceeds 50,000 Euros or (ii) in any other litigation, claim or liability where the aggregate amount of such litigation, claim or liability in this clause (ii) which is not reserved for on the June 30, 2013 balance sheet of the TCG Group exceeds 50,000 Euros (it being agreed that in all cases Purchaser’s consent shall be required for any litigation, claim or liability involving non-monetary remedies); (p) permit any of the insurance maintained by any TCG Group company to lapse or do anything which would make any such insurance void or voidable or fail to give notice of any material insurance claim of which a TCG Group company or its officers, employees or directors becomes aware in accordance with the provisions of the relevant policy or settle any such claim materially below the claimed amount; (q) grant any guarantee or indemnity for the obligations of any person (other than as required under the TCG Facility or in favor of any wholly owned member of the TCG Group); (r) amend, fail to comply with or fail to perform its obligations under the TCG Facility; (s) make, revoke or change any material election in respect of Taxes or settle or compromise any claim, notice, refund, liability, audit report or assessment in respect of Taxes; (t) fail to withhold and pay to the appropriate governmental authority any Tax that may be due in connection with any payment described in Clause 10 (Leakages) hereof (it being agreed that the Sellers and Purchaser shall cooperate in good faith to determine any withholding required in connection with any dividends or equity distributions to Sellers); (u) consent to any transfer of the direct contractual position of any creditor under the TCG Facility; (v) take any action which is inconsistent with the Ordinary Course of Business or the provisions of this Agreement or the consummation of the transactions contemplated by the Transaction Documents; or (w) agree or commit failure to do any of the foregoing. Nothing in this Clause shall restrict, however, the TCG so would have a material adverse effect on a Group from making any Payment that qualifies as a Permitted LeakageCompany.

Restricted Actions. In addition to Sellers shall not, and shall procure that from the preceding general obligations in Clause 11.1, date hereof until the Sellers have expressly instructed TCG Group management that during the Interim Period no TCG Group company shall, except with the Purchaser’s Closing Date without prior written consent, approval of Purchasers (such approval not to be unreasonably withheld) or except to unless permitted under this Agreement or unless set forth in the extent that Marker Group Companies budgets as included in Schedule IV.G.1,the Marker Group Companies will not do any of the following actions or matters are in the Ordinary Course of Business or the action or matter is otherwise expressly required by this Agreementfollowing: (a) merge or consolidate take any action that would materially interfere with the consummation of any other legal entity, enter into any recapitalization, reorganization, corporate restructuring, liquidation or dissolution or acquire any shares, business or division of a business (including pursuant to an acquisition of assets)the transactions contemplated by this Agreement; (b) grantenter into, create amend or voluntarily allow to arise terminate any Encumbrance over contracts, or enter into any negotiations with any third party, that would materially inhibit or impair the consummation of any of its undertakings or assets (excluding any Encumbrance provided under the TCG Facility), other than Encumbrances arising transactions contemplated by operation of law in the Ordinary Course of Business or otherwisethis Agreement; (c) selltake any action or decision regarding the employment of persons which could have a material effect on CTS or the Marker Group Companies’ business or financial situation (including with respect to hiring, leasetermination, license changes in compensation, changes in fringe benefits, severance benefits or otherwise dispose of employee benefit plans or acquire other material actions with respect to any assets or property (other than Intellectual Property Rights, which are covered by Clause 11.3(d)such persons), whether pursuant to a single transaction or series of transactions having an aggregate market value including without limitation any salary increases in excess of EUR 100,000 Eurosp.a. in the aggregate; (d) make any new investments in fixed assets as far as such investments on an individual basis exceed the amount of EUR 50,000 (fifty thousand euros); (e) sell or dispose of or grant a lease of more than an aggregate of EUR 50,000 (fifty thousand euros) on any of the Marker Group Companies’ assets; (f) sell, leasetransfer, license or otherwise dispose of any of the Intellectual Property Rights which the TCG Group owns or is licensed to use; (e) employ (or cause to be elected) any new member of Key Senior Management or key employee (except for employment engagements which are made to replace employees or otherwise necessary or appropriate in order to continue the Business in the Ordinary Course of Business and which are consented in writing by the Purchaser, such consent not to be unreasonably withheld) or terminate, at the initiative of the employer, the employment or relationship of any such member of Key Senior Management or key employee (other than due to resignation, retirement, death or disability, or with the consent of the Purchaser, such consent not to be unreasonably withheld), or change the compensation or other benefits, including by way of creating any benefit or incentive plan or amending the terms of, or awards under, any existing plan (other than in a manner consistent with past practice to adjust salary amounts to inflation or to remunerate performance) payable to, or the obligation or rights of (i) any such member of Key Senior Management or key employee or (ii) any part of the work force of the TCG Group companies; (f) enter into, amend in any material respect or terminate any Material ContractIP Rights; (g) make change the level of Financial Debt in any capital expenditures, or commit to make any capital expenditures not manner other than in the ordinary course of business consistent with the Budget Planprior practice; (h) with effect prior to the Closing Date, terminate the coverage of any insurance policies covering the operations of the Marker Group Companies; (i) settle any lawsuit or claim if such settlement imposes a material continuing obligation on the Business or on any of the Marker Group Companies; (j) change the terms and conditions of any material agreement they are a party to, or enter into any currency exchangenew material agreement other than in the ordinary course of business consistent with prior practice; (k) issue or grant any rights, interest rate options or commodity swap agreement, encumbrances over any currency exchange shares or interest rate other equity instruments in the capital of any of the Marker Group Companies; (l) declare or commodity cap, floor pay any dividends in any form or ceiling agreementsway, or make any currency exchange rate, interest rate or commodity collar agreements, or distribution of capital by any other agreements or arrangements designed to manage or protect against fluctuations in currency exchange rates, interest rates or commodity prices, other than the renewal or replacement of the swap agreements currently in force to the extent contemplated by the Budget Plan and the renewalMarker Group Companies, replacement or settlement of those certain two interest rate swap agreements expiring on September 30, 2013 in the notional amounts of €15 million and €16 million; provided, however, that in no event shall any speculative hedging transaction be entered into; prior to the Closing Date, (i) incur or assume any borrowing, debt or fees under any debt arrangements, other than (i) drawdowns under the TCG Facility solely for the purposes of effecting a Potential Announced Leakage under Clause 10.8 certain Subsidiaries will pay dividends to CTS and (ii) factoringthe Marker Group Companies will pay interest on the Loans to ▇▇▇▇▇▇ and Norfin until the Closing Date, assignment, discount and other disposal of receivables and other credit rights in exchange for cash, under economic terms agreed at arm’s length pursuant such payments not having any impact on or causing any adjustment to the Ordinary Course of Business; (j) enter into any transaction or agreement with any Seller or any Related Person; (k) make any changes in its accounting policies other than as required by law or any relevant accounting body; (l) make any alterations to its constitutive documents, memorandum or articles of association or by-laws, except as required under the TCG Facility in order to create the collateral committed in favor of the Lender (e.g., voting and economic rights attached to the encumbered shares to be transferred to the Lender, if so requested by Lender, in an event of default of the TCG Facility scenario) (it being agreed that any such alteration, and any collateral commitment or other transfer of rights contemplated by such alteration, must by its terms be automatically fully released upon repayment of the TCG Facility at or prior to the Closing)Purchase Price; (m) acquire any shares alter or amend in any manner the articles of incorporation or other companyconstituting documents of any of the Marker Group Companies; (n) dispose of any shares in any member of the TCG Group, grant any option over, pay or other right to subscribe or purchase, or redeem or purchase, any share or securities of any member of the TCG Group or securities convertible into any of the foregoing pre-pay invoices other than as between TCG Group companiesconsistent with prior practice (including without limitation with respect to employee benefit plans); (o) enter intoform, settle vary or waive terminate any litigation partnership, consortium, joint venture or claim, or discharge any liability, (i) in any intellectual property case other incorporated business association materially effecting the amount of which exceeds 50,000 Euros or (ii) in any other litigation, claim or liability where the aggregate amount of such litigation, claim or liability in this clause (ii) which is not reserved for on the June 30, 2013 balance sheet of the TCG Group exceeds 50,000 Euros (it being agreed that in all cases Purchaser’s consent shall be required for any litigation, claim or liability involving non-monetary remedies)Business; (p) permit (i) file an amended Tax Return or claim for refund of Taxes, (ii) enter into any of the insurance maintained by any TCG Group company agreement with respect to lapse or do anything which would make any such insurance void or voidable or fail to give notice of any material insurance claim of which a TCG Group company or its officersTaxes, employees or directors becomes aware in accordance with the provisions of the relevant policy or (iii) settle any such claim materially below the claimed amount; (q) grant any guarantee or indemnity for the obligations of any person (other than as required under the TCG Facility or in favor of any wholly owned member of the TCG Group); (r) amend, fail to comply with or fail to perform its obligations under the TCG Facility; (s) make, revoke or change any material election in respect of Taxes or settle or compromise any claim, notice, refund, liability, audit report or assessment in respect of Taxes; , (t) fail to withhold and pay to the appropriate governmental authority any Tax that may be due in connection with any payment described in Clause 10 (Leakages) hereof (it being agreed that the Sellers and Purchaser shall cooperate in good faith to determine any withholding required in connection with any dividends or equity distributions to Sellers); (uiv) consent to any transfer extension or waiver of the direct contractual position limitation period applicable to any claim or assessment in respect of any creditor under the TCG Facility; Taxes; (v) take prepare any action which Tax Return in manner that is inconsistent with past practice in preparing similar Tax Returns in prior periods, (vi) claim the Ordinary Course benefit of Business any net operating losses or Tax Credits on any Tax Returns that are filed after the provisions date hereof, except on Tax Returns for the Current Period, but only for purposes of this Agreement or offsetting Taxes resulting from income generated by the consummation Marker Group Companies in the ordinary course of business diligently and prudently conducted during such period. For purposes of clause (vi) of the transactions contemplated preceding sentence, Taxes resulting from income generated by the Transaction DocumentsMarker Group Companies in the ordinary course of business shall exclude, without limitation, the following items: (a) any income arising from non-arm’s length dealings, and (b) any income arising from the breach of representation of warranties; or (wq) agree or commit to do any of the foregoing. Nothing in this Clause shall restrict, however, the TCG Group from making any Payment that qualifies as a Permitted Leakagethings referred to above.

Restricted Actions. In addition to By way of amplification of Section 7.1 and not limitation, between the preceding general obligations in Clause 11.1date of this Agreement and the Closing Date, the Sellers have expressly instructed TCG Group management Equillium shall not, and shall cause that during the Interim Period no TCG Group company none of its Subsidiaries shall, except with the Purchaser’s prior written consentdo or propose to do, directly or except to the extent that indirectly, any of the following actions in connection with the Program or matters are the Business except in an Excepted Circumstance: (a) issue, sell, pledge, dispose of or otherwise subject to any Encumbrance (other than Permitted Encumbrances) any Purchased Assets; (b) amend, waive, modify, grant any material consent under or terminate any Core Contract, or amend, waive, modify, consent to the termination of or terminate Equillium’s rights thereunder, in each case other than in the ordinary course of business consistent with past practice; (c) cancel, compromise, settle, waive or release any material right, claim or Action relating to the Program or the Business, other than in the ordinary course of business; (d) terminate any Biocon Agreement; (e) commence any Action relating to the Program or the Business, other than in good faith and in the Ordinary Course of Business or the action or matter Business, provided that if any Action is otherwise expressly required by this Agreement: (a) merge or consolidate with proposed to be commenced in respect of any other legal entity, enter into any recapitalization, reorganization, corporate restructuring, liquidation or dissolution or acquire any shares, business or division of a business (including pursuant to an acquisition of assets); (b) grant, create or voluntarily allow to arise any Encumbrance over any of its undertakings or assets (excluding any Encumbrance provided under the TCG Facility), other than Encumbrances arising by operation of law in the Ordinary Course of Business or otherwise; (c) sell, lease, license Biocon Agreement or otherwise dispose of or acquire any assets or property (other than Intellectual Property Rightsagainst Biocon, which are covered by Clause 11.3(d)), whether pursuant to a single transaction or series of transactions having an aggregate market value in excess of 100,000 Euros; (d) sell, lease, license or otherwise dispose of any of the Intellectual Property Rights which the TCG Group owns or is licensed to use; (e) employ (or cause to be elected) any new member of Key Senior Management or key employee (except for employment engagements which are made to replace employees or otherwise necessary or appropriate in order to continue the Business in the Ordinary Course of Business and which are consented in writing by the Purchaser, such consent not to be unreasonably withheld) or terminate, at the initiative of the employer, the employment or relationship of any such member of Key Senior Management or key employee (other than due to resignation, retirement, death or disability, or with the consent of the Purchaser, such consent not to be unreasonably withheld), or change the compensation or other benefits, including by way of creating any benefit or incentive plan or amending the terms of, or awards under, any existing plan (other than in a manner consistent with past practice to adjust salary amounts to inflation or to remunerate performance) payable to, or the obligation or rights of Equillium shall (i) any provide ▇▇▇ with reasonable prior written notice, which notice shall not be less than 30 days prior to commencing such member of Key Senior Management or key employee or Action, (ii) any part of provide ▇▇▇ with a reasonable opportunity to discuss the work force of the TCG Group companiesmatter with ▇▇▇▇▇▇▇▇▇ and (iii) consider in good ▇▇▇▇▇ ▇▇▇’▇ views in respect thereof; (f) enter into, amend in permit the lapse of any material respect existing policy of insurance relating to the Program or terminate any Material Contract;the Business without the purchase of a substantially similar policy; 281923888 v10 (g) make permit the lapse of, abandon or cease prosecution or maintenance of any capital expendituresmaterial right relating to Transferred Intellectual Property, provided that the foregoing shall not be construed to prohibit ordinary course prosecution actions with respect to Program Patents, including amending, or commit agreeing to make any capital expenditures not consistent amend, the scope of a claim of a pending patent application within such Program Patents, or filing a terminal disclaimer with the Budget Planrespect to or abandoning a claim of a pending patent application within such Program Patents in favor of a related claim contained in another patent application filed by or on behalf of Equillium that would constitute a Program Patent; (h) enter into permit the lapse of, abandon or cease prosecution or maintenance of any currency exchangeBiocon Patent in the Equillium Territory or any Joint Patent, interest rate provided that the foregoing shall not be construed to prohibit ordinary course prosecution actions with respect to any Biocon Patent in the Equillium Territory or commodity swap agreementany Joint Patent, any currency exchange or interest rate or commodity cap, floor or ceiling agreementsincluding amending, or agreeing to amend, the scope of a claim of a pending patent application within any currency exchange rate, interest rate Biocon Patent in the Equillium Territory or commodity collar agreementsany Joint Patent, or filing a terminal disclaimer with respect to or abandoning a claim of a pending patent application within any other agreements or arrangements designed to manage or protect against fluctuations in currency exchange rates, interest rates or commodity prices, other than the renewal or replacement of the swap agreements currently in force to the extent contemplated by the Budget Plan and the renewal, replacement or settlement of those certain two interest rate swap agreements expiring on September 30, 2013 Biocon Patent in the notional amounts Equillium Territory or any Joint Patent in favor of €15 million and €16 million; provided, however, a related claim contained in another patent application filed by or on behalf of Equillium in the Equillium Territory that in no event shall any speculative hedging transaction be entered intowould constitute a Biocon Patent or another patent application filed by or on behalf of Equillium that would constitute a Joint Patent; (i) incur except as expressly permitted by Section 7.2(g) or assume Section 7.2(h), cancel, compromise, settle, waive or release any borrowingmaterial right, debt claim or fees under any debt arrangements, other than (i) drawdowns under the TCG Facility solely for the purposes of effecting a Potential Announced Leakage under Clause 10.8 and (ii) factoring, assignment, discount and other disposal of receivables and other credit rights in exchange for cash, under economic terms agreed at arm’s length pursuant Action relating to the Ordinary Course of Business;Transferred Intellectual Property, any Biocon Patent in the Equillium Territory or any Joint Patent; or (j) announce an intention, enter into any transaction formal or agreement with any Seller informal agreement, authorize or any Related Person; (k) otherwise make any changes in its accounting policies other than as required by law or any relevant accounting body; (l) make any alterations to its constitutive documents, memorandum or articles of association or by-laws, except as required under the TCG Facility in order to create the collateral committed in favor of the Lender (e.g., voting and economic rights attached to the encumbered shares to be transferred to the Lender, if so requested by Lender, in an event of default of the TCG Facility scenario) (it being agreed that any such alteration, and any collateral a commitment or other transfer of rights contemplated by such alteration, must by its terms be automatically fully released upon repayment of the TCG Facility at or prior to the Closing); (m) acquire any shares in any other company; (n) dispose of any shares in any member of the TCG Group, grant any option over, or other right to subscribe or purchase, or redeem or purchase, any share or securities of any member of the TCG Group or securities convertible into any of the foregoing other than as between TCG Group companies; (o) enter into, settle or waive any litigation or claim, or discharge any liability, (i) in any intellectual property case the amount of which exceeds 50,000 Euros or (ii) in any other litigation, claim or liability where the aggregate amount of such litigation, claim or liability in this clause (ii) which is not reserved for on the June 30, 2013 balance sheet of the TCG Group exceeds 50,000 Euros (it being agreed that in all cases Purchaser’s consent shall be required for any litigation, claim or liability involving non-monetary remedies); (p) permit any of the insurance maintained by any TCG Group company to lapse or do anything which would make any such insurance void or voidable or fail to give notice of any material insurance claim of which a TCG Group company or its officers, employees or directors becomes aware in accordance with the provisions of the relevant policy or settle any such claim materially below the claimed amount; (q) grant any guarantee or indemnity for the obligations of any person (other than as required under the TCG Facility or in favor of any wholly owned member of the TCG Group); (r) amend, fail to comply with or fail to perform its obligations under the TCG Facility; (s) make, revoke or change any material election in respect of Taxes or settle or compromise any claim, notice, refund, liability, audit report or assessment in respect of Taxes; (t) fail to withhold and pay to the appropriate governmental authority any Tax that may be due in connection with any payment described in Clause 10 (Leakages) hereof (it being agreed that the Sellers and Purchaser shall cooperate in good faith to determine any withholding required in connection with any dividends or equity distributions to Sellers); (u) consent to any transfer of the direct contractual position of any creditor under the TCG Facility; (v) take any action which is inconsistent with the Ordinary Course of Business or the provisions of this Agreement or the consummation of the transactions contemplated by the Transaction Documents; or (w) agree or commit to do any of the foregoing. Nothing in this Clause shall restrict, however, the TCG Group from making any Payment ; provided that qualifies as a Permitted LeakageEquillium may [***].

Restricted Actions. In addition to the preceding general obligations Unless either specifically provided for in Clause 11.1, the Sellers have expressly instructed TCG Group management that during the Interim Period no TCG Group company shall, except with the Purchaser’s prior written consentthis Agreement, or except Fairly Disclosed in the Disclosure Information, or contemplated in the 2007 budget as approved by the competent corporate body of the Group and contained in the Disclosed Information, or otherwise within the ordinary course of the Group’s business, Sellers shall not, and shall procure that the PO Companies shall not, without prior consent of Buyer (or, if applicable Merger Control Laws do not so permit, prior consultation of Buyer) do or agree to the extent that do any of the following actions or matters are in from the Ordinary Course date of Business or this Agreement through to the action or matter is otherwise expressly required by this AgreementClosing Date: (a) merge do anything or consolidate omit to do anything that could materially interfere with any other legal entity, enter into any recapitalization, reorganization, corporate restructuring, liquidation or dissolution or acquire any shares, business or division the consummation of a business (including pursuant to an acquisition of assets)the transactions contemplated under this Agreement; (b) grant, create do or voluntarily allow omit to arise any Encumbrance over any of its undertakings or assets (excluding any Encumbrance provided under the TCG Facility), other than Encumbrances arising by operation of law in the Ordinary Course of Business or otherwisedo anything which would have a Material Adverse Effect; (c) sellmake any material change in the terms of employment of any director, lease, license officer or otherwise dispose employee of or acquire any assets or property (the PO Companies other than Intellectual Property Rights, which are covered by Clause 11.3(d)), whether pursuant in accordance with past practice or existing commitments (in relation to a single transaction or series of transactions having an aggregate market value in excess of 100,000 Eurosexecutive employees as Fairly Disclosed) as well as existing collective bargaining arrangements as Fairly Disclosed; (d) sellform, leaseenter into, license vary, terminate or otherwise dispose of withdraw from any of the Intellectual Property Rights which the TCG Group owns material partnership, consortium, joint venture or is licensed to useother incorporated association; (e) employ (make material amendments to the articles of incorporation or cause to be elected) any new member organizational regulations of Key Senior Management or key employee (except for employment engagements the PO Companies which are made to replace employees or otherwise necessary or appropriate in order to continue the Business not in the Ordinary Course of Business and which are consented in writing by the Purchaser, such consent not to be unreasonably withheld) or terminate, at the initiative interest of the employer, the employment or relationship of any such member of Key Senior Management or key employee (other than due to resignation, retirement, death or disability, or with the consent of the Purchaser, such consent not to be unreasonably withheld), or change the compensation or other benefits, including by way of creating any benefit or incentive plan or amending the terms of, or awards under, any existing plan (other than in a manner consistent with past practice to adjust salary amounts to inflation or to remunerate performance) payable to, or the obligation or rights of (i) any such member of Key Senior Management or key employee or (ii) any part of the work force of the TCG Group companiesCompany; (f) enter into, amend in transfer any shares that are directly or indirectly held by any PO Company to a third party or transfer any material respect or terminate any Material Contractassets of the Group to a third party; (g) make any capital expendituresincrease or reduce or otherwise change the share capital, or commit to make grant any capital expenditures not consistent with option or conversion rights on the Budget Planequity of any PO Company; (h) enter into into, increase or extend any currency exchange, interest rate liability under any guarantee or commodity swap agreement, indemnity in favor of any currency exchange or interest rate or commodity cap, floor or ceiling agreements, or any currency exchange rate, interest rate or commodity collar agreements, or any other agreements or arrangements designed to manage or protect against fluctuations third party in currency exchange rates, interest rates or commodity prices, other than the renewal or replacement excess of the swap agreements currently in force to the extent contemplated by the Budget Plan and the renewal, replacement or settlement of those certain two interest rate swap agreements expiring on September 30, 2013 in the notional amounts of €15 million and €16 million; provided, however, that in no event shall any speculative hedging transaction be entered intoCHF * per item; (i) incur make, increase or assume extend any borrowing, debt loan or fees under advance or grant any debt arrangements, other than (i) drawdowns under the TCG Facility solely for the purposes credit to any third party in excess of effecting a Potential Announced Leakage under Clause 10.8 and (ii) factoring, assignment, discount and other disposal of receivables and other credit rights in exchange for cash, under economic terms agreed at arm’s length pursuant to the Ordinary Course of BusinessCHF * per item; (j) enter into grant, create or allow to be created any transaction or agreement with Lien over any Seller or any Related Personof its assets other than charges arising by operation of law; (k) make borrow any changes money or incur any indebtedness or other liability as against a third party in its accounting policies other than as required by law or any relevant accounting bodyexcess of CHF * in the aggregate; (l) declare, make or pay any alterations dividend or other distribution, payable in cash, stock, property or otherwise, with respect to its constitutive documents, memorandum any of the Shares or articles to any of association or by-lawsthe PO Companies’ capital stock, except as required under the TCG Facility in order for dividends to create the collateral committed in favor of the Lender (e.g., voting and economic rights attached to the encumbered shares to be transferred to the Lender, if so requested by Lender, in an event of default of the TCG Facility scenario) (it being agreed that any such alteration, and any collateral commitment or other transfer of rights contemplated by such alteration, must by its terms be automatically fully released upon repayment of the TCG Facility at or prior to the Closing)another wholly owned PO Company; (m) acquire enter into, amend, modify or give notice of, or consent to the, termination of any shares in material license, distribution or supply agreement, or amend, waive, modify, terminate or consent to the termination of any other companyof the PO Companies’ rights thereunder; (n) dispose of any shares in any member change the accounting procedures, principles or practice of the TCG Group, grant any option over, or other right to subscribe or purchase, or redeem or purchase, any share or securities PO Companies in effect at the date of any member of the TCG Group or securities convertible into any of the foregoing other than as between TCG Group companiesthis Agreement; (o) enter into, settle or waive any litigation or claimincur, or discharge any liabilityagree to incur, (i) a commitment or commitments involving individual items of capital expenditure exceeding in any intellectual property case the amount of which exceeds 50,000 Euros or (ii) in any other litigation, claim or liability where the aggregate amount of such litigation, claim or liability in this clause (ii) which is not reserved for on the June 30, 2013 balance sheet of the TCG Group exceeds 50,000 Euros (it being agreed that in all cases Purchaser’s consent shall be required for any litigation, claim or liability involving non-monetary remedies)total CHF *; (p) permit enter into any transaction between Sellers and their Affiliates (other than PO Companies (on the one hand) and any of the insurance maintained by any TCG Group company to lapse or do anything which would make any such insurance void or voidable or fail to give notice of any material insurance claim of which a TCG Group company or its officers, employees or directors becomes aware in accordance with PO Companies on the provisions of the relevant policy or settle any such claim materially below the claimed amountother; (q) grant institute or settle any guarantee litigation where the amount claimed together with any costs incurred or indemnity for the obligations of any person (other than as required under the TCG Facility or in favor of any wholly owned member of the TCG Group);likely to be incurred exceeds CHF *; and/or (r) amend, fail to comply with or fail to perform its obligations under materially change the TCG Facility; (s) make, revoke or change any material election in respect of Taxes or settle or compromise any claim, notice, refund, liability, audit report or assessment in respect of Taxes; (t) fail to withhold payment and pay collection policy as to the appropriate governmental authority any Tax that may be due in connection with any payment described in Clause 10 (Leakages) hereof (it being agreed that the Sellers accounts payable and Purchaser shall cooperate in good faith to determine any withholding required in connection with any dividends or equity distributions to Sellers); (u) consent to any transfer of the direct contractual position of any creditor under the TCG Facility; (v) take any action which is inconsistent with the Ordinary Course of Business or the provisions of this Agreement or the consummation of the transactions contemplated by the Transaction Documents; or (w) agree or commit to do any of the foregoing. Nothing in this Clause shall restrict, however, the TCG Group from making any Payment that qualifies as a Permitted Leakageaccounts receivable respectively.

Restricted Actions. In addition to the preceding general obligations in Clause 11.1Seller shall not, the Sellers have expressly instructed TCG Group management and shall procure that during the Interim Period no TCG Group company shallnone of its Affiliates shall cause without prior consent of Buyer (or, except with the Purchaser’s if applicable Merger Control Laws do not so permit, prior written consentconsultation of Buyer), or except to the extent that any of the following actions or matters are in Cablecom Companies to do any of the Ordinary Course following, from the date of Business or this Agreement through to the action or matter is otherwise expressly required by this AgreementClosing Date: (a) merge or consolidate do anything that would materially interfere with any other legal entity, enter into any recapitalization, reorganization, corporate restructuring, liquidation or dissolution or acquire any shares, business or division the consummation of the transactions contemplated by this Agreement taken as a business (including pursuant to an acquisition of assets)whole; (b) execute any contracts or enter into any negotiations with any third party that would materially inhibit or impair the consummation of the transactions contemplated by this Agreement taken as a whole; (c) do anything which would have a Material Adverse Effect on the value of the Cablecom Business taken as a whole, unless specifically provided in this Agreement; (d) make any change in the terms of employment of any director, officer or employee of any of the Cablecom Business other than (i) in accordance with existing agreements, collective bargaining arrangements or normal prior practice or (ii) as disclosed in the Disclosed Documents; (e) issue or create any obligation to issue any shares or equity-linked securities; (f) buy or commit to buy any assets (i) outside the ordinary course of business or (ii) at terms other than at arm's length, or (iii) other than in accordance with the budgeted capital expenditures of the Cablecom Group: (iv) for a consideration in excess of CHF 10,000,000 (ten million Swiss Francs); notwithstanding the foregoing, it is understood and agreed that Seller may continue to complete its network through acquisition of local cable television networks the net purchase price of which shall not exceed CHF 20,000,000 (twenty million Swiss Francs); (g) sell, encumber or transfer any assets outside of the ordinary and normal course of business except as contemplated in this Agreement; (h) alter or amend in any manner the articles of incorporation or organizational regulations of any of the Cablecom Subsidiaries; (i) pay or pre-pay invoices other than consistent with prior business practice; (j) transfer any shares in any of the Cablecom Companies to a third party outside of the Cablecom Group; (k) increase or reduce or otherwise change the share capital or capital structure, or grant any option or conversion rights on the equity of any of the Cablecom Subsidiaries; (l) form, enter into, vary, terminate or withdraw from any partnership, consortium, joint venture or other incorporated association; (m) enter into, or increase or extend any liability under, any guarantee or indemnity other than in the ordinary and normal course of business; (n) make, increase or extend any loan or advance or grant any credit to any person outside of the Cablecom Group other than in the ordinary and normal course of business; (o) grant, create or voluntarily allow to arise be created any Encumbrance charge, security, mortgage, lien or encumbrance over any of its undertakings or assets in a value exceeding CHF 5,000,000 (excluding any Encumbrance provided under the TCG Facilityfive million Swiss Francs), other than Encumbrances charges arising by operation of law in the Ordinary Course ordinary and normal course of Business or otherwise; (c) sell, lease, license or otherwise dispose of or acquire any assets or property (other than Intellectual Property Rights, which are covered by Clause 11.3(d)), whether pursuant to a single transaction or series of transactions having an aggregate market value in excess of 100,000 Euros; (d) sell, lease, license or otherwise dispose of any of the Intellectual Property Rights which the TCG Group owns or is licensed to use; (e) employ (or cause to be elected) any new member of Key Senior Management or key employee (except for employment engagements which are made to replace employees or otherwise necessary or appropriate in order to continue the Business in the Ordinary Course of Business and which are consented in writing by the Purchaser, such consent not to be unreasonably withheld) or terminate, at the initiative of the employer, the employment or relationship of any such member of Key Senior Management or key employee (other than due to resignation, retirement, death or disability, or with the consent of the Purchaser, such consent not to be unreasonably withheld), or change the compensation or other benefits, including by way of creating any benefit or incentive plan or amending the terms of, or awards under, any existing plan (other than in a manner consistent with past practice to adjust salary amounts to inflation or to remunerate performance) payable to, or the obligation or rights of (i) any such member of Key Senior Management or key employee or (ii) any part of the work force of the TCG Group companies; (f) enter into, amend in any material respect or terminate any Material Contract; (g) make any capital expenditures, or commit to make any capital expenditures not consistent with the Budget Plan; (h) enter into any currency exchange, interest rate or commodity swap agreement, any currency exchange or interest rate or commodity cap, floor or ceiling agreements, or any currency exchange rate, interest rate or commodity collar agreements, or any other agreements or arrangements designed to manage or protect against fluctuations in currency exchange rates, interest rates or commodity prices, other than the renewal or replacement of the swap agreements currently in force to the extent contemplated by the Budget Plan and the renewal, replacement or settlement of those certain two interest rate swap agreements expiring on September 30, 2013 in the notional amounts of €15 million and €16 million; provided, however, that in no event shall any speculative hedging transaction be entered into; (i) incur or assume any borrowing, debt or fees under any debt arrangements, other than (i) drawdowns under the TCG Facility solely for the purposes of effecting a Potential Announced Leakage under Clause 10.8 and (ii) factoring, assignment, discount and other disposal of receivables and other credit rights in exchange for cash, under economic terms agreed at arm’s length pursuant to the Ordinary Course of Business; (j) enter into any transaction or agreement with any Seller or any Related Person; (k) make any changes in its accounting policies other than as required by law or any relevant accounting body; (l) make any alterations to its constitutive documents, memorandum or articles of association or by-laws, except as required under the TCG Facility in order to create the collateral committed in favor of the Lender (e.g., voting and economic rights attached to the encumbered shares to be transferred to the Lender, if so requested by Lender, in an event of default of the TCG Facility scenario) (it being agreed that any such alteration, and any collateral commitment or other transfer of rights contemplated by such alteration, must by its terms be automatically fully released upon repayment of the TCG Facility at or prior to the Closing); (m) acquire any shares in any other company; (n) dispose of any shares in any member of the TCG Group, grant any option over, or other right to subscribe or purchase, or redeem or purchase, any share or securities of any member of the TCG Group or securities convertible into any of the foregoing other than as between TCG Group companies; (o) enter into, settle or waive any litigation or claim, or discharge any liability, (i) in any intellectual property case the amount of which exceeds 50,000 Euros or (ii) in any other litigation, claim or liability where the aggregate amount of such litigation, claim or liability in this clause (ii) which is not reserved for on the June 30, 2013 balance sheet of the TCG Group exceeds 50,000 Euros (it being agreed that in all cases Purchaser’s consent shall be required for any litigation, claim or liability involving non-monetary remedies)business; (p) permit borrow any money or incur any indebtedness or other liability other than trade credit or borrowings in the ordinary and normal course of the insurance maintained by any TCG Group company to lapse or do anything which would make any such insurance void or voidable or fail to give notice of any material insurance claim of which a TCG Group company or its officers, employees or directors becomes aware in accordance with the provisions of the relevant policy or settle any such claim materially below the claimed amountbusiness; (q) grant incorporate or liquidate any guarantee subsidiary undertaking or indemnity for the obligations of effect any person reorganization with respect to such subsidiary (other than as required under the TCG Facility or in favor of any wholly owned member ongoing reorganization of the TCG Swiss-German companies of the Cablecom Group); (r) amendinitiate, fail discontinue or settle any litigation or arbitration proceedings where the amount claimed together with any costs incurred or likely to comply with or fail to perform its obligations under the TCG Facilitybe incurred exceeds CHF 3,000,000 (three million Swiss Francs), not including value added taxes; (s) makegrant or enter into any license, revoke agreement or change arrangement concerning any material election part of its name or trade names or any other part of the intellectual property of the Cablecom Business other than in respect the ordinary and normal course of Taxes or settle or compromise any claim, notice, refund, liability, audit report or assessment in respect of Taxesbusiness; (t) fail to withhold and pay amend or vary the rates of interest applicable to the appropriate governmental authority any Tax that may be due in connection with any payment described in Clause 10 (Leakages) hereof (it being agreed that Parent Intercompany Debt or the Sellers and Purchaser shall cooperate in good faith Subsidiary Intercompany Debt other than pursuant to determine any withholding required in connection with any dividends or equity distributions to Sellers)pre-existing contractual arrangements; (u) consent to enter into, vary, supplement, amend or terminate any transfer agreement or arrangement with the Seller or any of the direct contractual position Controlling Shareholders or their respective Affiliates, other than in the ordinary and normal course of any creditor under the TCG Facilitybusiness; (v) take make any action which is inconsistent with the Ordinary Course of Business payment or the provisions of this Agreement transfer any assets to Seller or the consummation any of the transactions contemplated by Controlling Shareholders on their respective Affiliates other than (i) payments in the Transaction Documents; orordinary and normal course of business Or (ii) payment of dividends as set out in Exhibit 13. It is understood and agreed, however, that Seller shall remain entitled to all dividends of the Cablecom Companies for the financial year 1999; (w) amend, vary or supplement any of the regulatory licenses of the Cablecom Subsidiaries other than as contemplated in this Agreement; (x) do, allow or procure any act or omission before the Effective Date which is likely to constitute a misrepresentation or breach of warranty upon their being deemed to be given as at the Effective Date; (y) enter into any interconnection or open network access agreement with any Controlling Shareholder or any third party prior to the Closing Date (other than in accordance with pre-existing arrangements); (z) agree or commit to do any of the foregoingthings referred to above. Nothing Seller hereby undertakes fully and promptly to inform Buyer whenever it contemplates to do, or cause to be done, or propose to be done, a transaction that is or may be effected by the restrictions set forth in this Clause shall restrict, however, the TCG Group from making any Payment that qualifies as a Permitted Leakagesubsection.

Restricted Actions. In addition Sellers shall not, and shall procure that from the date hereof until the Closing Date without prior written approval of Purchasers (such approval not to be unreasonably withheld) or unless permitted under this Agreement or unless set forth in the preceding general obligations Völkl Group Companies budgets as included in Clause 11.1Schedule IV.G.1, the Sellers have expressly instructed TCG Völkl Group management that during the Interim Period no TCG Group company shall, except with the Purchaser’s prior written consent, or except to the extent that Companies will not do any of the following actions or matters are in the Ordinary Course of Business or the action or matter is otherwise expressly required by this Agreementfollowing: (a) merge or consolidate take any action that would materially interfere with the consummation of any other legal entity, enter into any recapitalization, reorganization, corporate restructuring, liquidation or dissolution or acquire any shares, business or division of a business (including pursuant to an acquisition of assets)the transactions contemplated by this Agreement; (b) grantenter into, create amend or voluntarily allow to arise terminate any Encumbrance over contracts, or enter into any negotiations with any third party, that would materially inhibit or impair the consummation of any of its undertakings or assets (excluding any Encumbrance provided under the TCG Facility), other than Encumbrances arising transactions contemplated by operation of law in the Ordinary Course of Business or otherwisethis Agreement; (c) selltake any action or decision regarding the employment of persons which could have a material effect on VSH or the Völkl Group Companies’ business or financial situation (including with respect to hiring, leasetermination, license changes in compensation, changes in fringe benefits, severance benefits or otherwise dispose of employee benefit plans or acquire other material actions with respect to any assets or property (other than Intellectual Property Rights, which are covered by Clause 11.3(d)such persons), whether pursuant to a single transaction or series of transactions having an aggregate market value including without limitation any salary increases in excess of EUR 100,000 Eurosp.a. in the aggregate; (d) make any new investments in fixed assets as far as such investments on an individual basis exceed the amount of EUR 50,000 (fifty thousand euros); (e) sell or dispose of or grant a lease of more than an aggregate of EUR 50,000 (fifty thousand euros) on any of the Völkl Group Companies’ assets; (f) sell, leasetransfer, license or otherwise dispose of any of the Intellectual Property Rights which the TCG Group owns or is licensed to use; (e) employ (or cause to be elected) any new member of Key Senior Management or key employee (except for employment engagements which are made to replace employees or otherwise necessary or appropriate in order to continue the Business in the Ordinary Course of Business and which are consented in writing by the Purchaser, such consent not to be unreasonably withheld) or terminate, at the initiative of the employer, the employment or relationship of any such member of Key Senior Management or key employee (other than due to resignation, retirement, death or disability, or with the consent of the Purchaser, such consent not to be unreasonably withheld), or change the compensation or other benefits, including by way of creating any benefit or incentive plan or amending the terms of, or awards under, any existing plan (other than in a manner consistent with past practice to adjust salary amounts to inflation or to remunerate performance) payable to, or the obligation or rights of (i) any such member of Key Senior Management or key employee or (ii) any part of the work force of the TCG Group companies; (f) enter into, amend in any material respect or terminate any Material ContractIP Rights; (g) make change the level of Financial Debt in any capital expenditures, or commit to make any capital expenditures not manner other than in the ordinary course of business consistent with the Budget Planprior practice; (h) with effect prior to the Closing Date, terminate the coverage of any insurance policies covering the operations of the Völkl Group Companies; (i) settle any lawsuit or claim if such settlement imposes a material continuing obligation on the Business or on any of the Völkl Group Companies; (j) change the terms and conditions of any material agreement they are a party to, or enter into any currency exchangenew material agreement other than in the ordinary course of business consistent with prior practice; (k) issue or grant any rights, interest rate options or commodity swap agreement, encumbrances over any currency exchange shares or interest rate other equity instruments in the capital of any of the Völkl Group Companies; (l) declare or commodity cap, floor pay any dividends in any form or ceiling agreementsway, or make any currency exchange rate, interest rate or commodity collar agreements, or distribution of capital by any other agreements or arrangements designed to manage or protect against fluctuations in currency exchange rates, interest rates or commodity prices, other than the renewal or replacement of the swap agreements currently in force to the extent contemplated by the Budget Plan and the renewalVölkl Group Companies, replacement or settlement of those certain two interest rate swap agreements expiring on September 30, 2013 in the notional amounts of €15 million and €16 million; provided, however, that in no event shall any speculative hedging transaction be entered into; prior to the Closing Date, (i) incur or assume any borrowing, debt or fees under any debt arrangements, other than (i) drawdowns under the TCG Facility solely for the purposes of effecting a Potential Announced Leakage under Clause 10.8 certain Subsidiaries will pay dividends to VSH and (ii) factoringthe Völkl Group Companies will pay interest on the Loans to ▇▇▇▇▇▇ until the Closing Date, assignment, discount and other disposal of receivables and other credit rights in exchange for cash, under economic terms agreed at arm’s length pursuant such payments not having any impact on or causing any adjustment to the Ordinary Course Purchase Price, it being understood that the dividend in the gross amount of Business; (j) enter into any transaction or agreement with any Seller or any Related Person; (k) make any changes in its accounting policies other than as required EUR 1,500,000 to be distributed by law or any relevant accounting body; (l) make any alterations to its constitutive documents, memorandum or articles of association or by-laws, except as required under the TCG Facility in order to create the collateral committed in favor VSH shall require no consent of the Lender (e.g., voting and economic rights attached to the encumbered shares to be transferred to the Lender, if so requested by Lender, in an event of default of the TCG Facility scenario) (it being agreed that any such alteration, and any collateral commitment or other transfer of rights contemplated by such alteration, must by its terms be automatically fully released upon repayment of the TCG Facility at or prior to the Closing)Purchasers; (m) acquire any shares alter or amend in any manner the articles of incorporation or other companyconstituting documents of any of the Völkl Group Companies; (n) dispose of any shares in any member of the TCG Group, grant any option over, pay or other right to subscribe or purchase, or redeem or purchase, any share or securities of any member of the TCG Group or securities convertible into any of the foregoing pre-pay invoices other than as between TCG Group companiesconsistent with prior practice (including without limitation with respect to employee benefit plans); (o) enter intoform, settle vary or waive terminate any litigation partnership, consortium, joint venture or claim, or discharge any liability, (i) in any intellectual property case other incorporated business association materially effecting the amount of which exceeds 50,000 Euros or (ii) in any other litigation, claim or liability where the aggregate amount of such litigation, claim or liability in this clause (ii) which is not reserved for on the June 30, 2013 balance sheet of the TCG Group exceeds 50,000 Euros (it being agreed that in all cases Purchaser’s consent shall be required for any litigation, claim or liability involving non-monetary remedies)Business; (p) permit (i) file an amended Tax Return or claim for refund of Taxes, (ii) enter into any of the insurance maintained by any TCG Group company agreement with respect to lapse or do anything which would make any such insurance void or voidable or fail to give notice of any material insurance claim of which a TCG Group company or its officersTaxes, employees or directors becomes aware in accordance with the provisions of the relevant policy or (iii) settle any such claim materially below the claimed amount; (q) grant any guarantee or indemnity for the obligations of any person (other than as required under the TCG Facility or in favor of any wholly owned member of the TCG Group); (r) amend, fail to comply with or fail to perform its obligations under the TCG Facility; (s) make, revoke or change any material election in respect of Taxes or settle or compromise any claim, notice, refund, liability, audit report or assessment in respect of Taxes; , (t) fail to withhold and pay to the appropriate governmental authority any Tax that may be due in connection with any payment described in Clause 10 (Leakages) hereof (it being agreed that the Sellers and Purchaser shall cooperate in good faith to determine any withholding required in connection with any dividends or equity distributions to Sellers); (uiv) consent to any transfer extension or waiver of the direct contractual position limitation period applicable to any claim or assessment in respect of any creditor under the TCG Facility; Taxes; (v) take prepare any action which Tax Return in manner that is inconsistent with past practice in preparing similar Tax Returns in prior periods, (vi) claim the Ordinary Course benefit of Business any net operating losses or Tax Credits on any Tax Returns that are filed after the provisions date hereof, except on Tax Returns for the Current Period, but only for purposes of this Agreement or offsetting Taxes resulting from income generated by the consummation Völkl Group Companies in the ordinary course of business diligently and prudently conducted during such period. For purposes of clause (vi) of the transactions contemplated preceding sentence, Taxes resulting from income generated by the Transaction DocumentsVölkl Group Companies in the ordinary course of business shall exclude, without limitation, the following items: (a) any income arising from non-arm’s length dealings, and (b) any income arising from the breach of representation of warranties; or (wq) agree or commit to do any of the foregoing. Nothing in this Clause shall restrict, however, the TCG Group from making any Payment that qualifies as a Permitted Leakagethings referred to above.

Restricted Actions. In addition to the preceding general obligations in Clause 11.1, the Sellers have expressly instructed TCG Group management that during the Interim Period no TCG Group company shall, except 8.3.1 Except (i) with the Purchaser’s prior written consentconsent of Purchaser (which consent shall not be unreasonably withheld, delayed or except conditioned), (ii) in accordance with the terms of this Agreement, Seller shall not, and shall procure that none of its Subsidiaries shall cause to the extent that do any of the following actions following, with respect to the Product Lines and/or the Assets: a) enter into or matters are execute any contracts or enter into any negotiations with any third party that would materially inhibit or impair the consummation of this Agreement; b) make any change in the terms of employment of any of the Transferred Employees or Additional Transferred Employees other than in accordance with applicable Law, existing agreements or regulations, or Ordinary Course of Business or the action or matter is otherwise expressly required by this Agreement: (a) merge or consolidate with any other legal entity, enter into any recapitalization, reorganization, corporate restructuring, liquidation or dissolution or acquire any shares, business or division of a business (including pursuant to an acquisition of assets)Business; (bc) grant, create or voluntarily allow to arise be created any Encumbrance charge, security, mortgage, lien or encumbrance over any of its undertakings the assets owned by any Transferred Company or assets Asset Seller Company (excluding any Encumbrance provided under in respect of the TCG Facility), Product Lines) other than Encumbrances charges arising by operation of law in the Ordinary Course of Business or otherwise; (c) sell, lease, license or otherwise dispose of or acquire any assets or property (other than Intellectual Property Rights, which are covered by Clause 11.3(d)), whether pursuant to a single transaction or series of transactions having an aggregate market value in excess of 100,000 Euros; (d) sell, lease, license or otherwise dispose of any of the Intellectual Property Rights which the TCG Group owns or is licensed to use; (e) employ (or cause to be elected) any new member of Key Senior Management or key employee (except for employment engagements which are made to replace employees or otherwise necessary or appropriate in order to continue the Business in the Ordinary Course of Business and which are consented in writing by the Purchaser, such consent not to be unreasonably withheld) or terminate, at the initiative of the employer, the employment or relationship of any such member of Key Senior Management or key employee (other than due to resignation, retirement, death or disability, or with the consent of the Purchaser, such consent not to be unreasonably withheld), or change the compensation or other benefits, including by way of creating any benefit or incentive plan or amending the terms of, or awards under, any existing plan (other than in a manner consistent with past practice to adjust salary amounts to inflation or to remunerate performance) payable to, or the obligation or rights of (i) any such member of Key Senior Management or key employee or (ii) any part of the work force of the TCG Group companies; (f) enter into, amend in any material respect or terminate any Material Contract; (g) make any capital expenditures, or commit to make any capital expenditures not consistent with the Budget Plan; (h) enter into any currency exchange, interest rate or commodity swap agreement, any currency exchange or interest rate or commodity cap, floor or ceiling agreements, or any currency exchange rate, interest rate or commodity collar agreements, or any other agreements or arrangements designed to manage or protect against fluctuations in currency exchange rates, interest rates or commodity prices, other than the renewal or replacement of the swap agreements currently in force to the extent contemplated by the Budget Plan and the renewal, replacement or settlement of those certain two interest rate swap agreements expiring on September 30, 2013 in the notional amounts of €15 million and €16 million; provided, however, that in no event shall any speculative hedging transaction be entered into; (i) incur or assume any borrowing, debt or fees under any debt arrangements, other than (i) drawdowns under the TCG Facility solely for the purposes of effecting a Potential Announced Leakage under Clause 10.8 and (ii) factoring, assignment, discount and other disposal of receivables and other credit rights in exchange for cash, under economic terms agreed at arm’s length pursuant to within the Ordinary Course of Business; (jd) form, enter into into, vary, terminate or withdraw from any transaction material partnership, consortium, joint venture or agreement with any Seller or any Related Personother incorporated association; (k) make any changes in its accounting policies other than as required by law or any relevant accounting body; (l) make any alterations to its constitutive documents, memorandum or articles of association or by-laws, except as required under the TCG Facility in order to create the collateral committed in favor of the Lender (e.g., voting and economic rights attached to the encumbered shares to be transferred to the Lender, if so requested by Lender, in an event of default of the TCG Facility scenario) (it being agreed that any such alteration, and any collateral commitment or other transfer of rights contemplated by such alteration, must by its terms be automatically fully released upon repayment of the TCG Facility at or prior to the Closing); (m) acquire any shares in any other company; (n) dispose of any shares in any member of the TCG Group, grant any option over, or other right to subscribe or purchase, or redeem or purchase, any share or securities of any member of the TCG Group or securities convertible into any of the foregoing other than as between TCG Group companies; (oe) enter into, settle or waive increase or extend any litigation or claimfinancial Liability, or discharge any liability, (i) in any intellectual property case the amount of which exceeds 50,000 Euros or (ii) in any other litigation, claim or liability where the aggregate amount of such litigation, claim or liability in this clause (ii) which is not reserved for on the June 30, 2013 balance sheet of the TCG Group exceeds 50,000 Euros (it being agreed that in all cases Purchaser’s consent shall be required for any litigation, claim or liability involving non-monetary remedies); (p) permit any of the insurance maintained by any TCG Group company to lapse or do anything which would make any such insurance void or voidable or fail to give notice of any material insurance claim of which a TCG Group company or its officers, employees or directors becomes aware in accordance with the provisions of the relevant policy or settle any such claim materially below the claimed amount; (q) grant any guarantee or indemnity for the obligations of any person (other than as required under trade credit or borrowings in the TCG Facility or in favor Ordinary Course of any wholly owned member of the TCG Group)Business; (r) amend, fail to comply with or fail to perform its obligations under the TCG Facility; (sf) make, revoke increase or change extend any loan or advance or grant any credit to any person other than trade credit or borrowings in the Ordinary Course of Business; g) terminate the coverage of any existing policies of title, Liability, fire, worker’s compensation, property and any other form of insurance covering the operations of the Product Lines except where the termination is not material to Purchaser; h) hire for employment a material number of employees engaged in the Product Lines; i) enter into, amend, vary or supplement any material election contract with a value exceeding CHF 250’000; j) pay or pre-pay invoices other than in respect the Ordinary Course of Taxes Business; k) initiate, discontinue or settle any litigation or compromise arbitration proceedings where the amount claimed together with any claimcosts incurred or likely to be incurred exceeds CHF 50’000, notice, refund, liability, audit report or assessment in respect of Taxesnot including value added taxes; (tl) fail to withhold and pay grant or enter into any license, agreement or arrangement concerning any part of the Intellectual Property relating to the appropriate governmental authority Product Lines other than in the Ordinary Course of Business; m) enter into, vary, supplement, amend or terminate any Tax that may be due agreement or arrangement with Seller or any Affiliates, other than in connection with the Ordinary Course of Business; and n) make any payment described or transfer any assets to Seller or any of its subsidiaries or their respective Affiliates other than in Clause 10 (Leakages) hereof (it being agreed that the Sellers and Purchaser shall cooperate in good faith to determine any withholding required in connection with any dividends or equity distributions to Sellers); (u) consent to any transfer of the direct contractual position of any creditor under the TCG Facility; (v) take any action which is inconsistent with the Ordinary Course of Business (e.g. interest payments made pursuant to existing intercompany loans). Seller hereby undertakes fully and promptly to inform Purchaser whenever it contemplates to do, or cause to be done, or propose to be done such an action that is or may be effected by the provisions of restrictions set forth in this Agreement subsection and Purchaser promptly respond to such information. 8.3.2 Seller will not, and it will use its best efforts to assure that its officers, directors, employees, agents and affiliates do not on its behalf: a) take any action to solicit, initiate, seek, or the consummation affirmatively support any inquiry, proposal or offer from, any corporation, partnership, person or other entity or group (other than Purchaser) relating to any acquisition of the transactions contemplated by the Transaction Documents; or (w) agree Product Lines or commit to do any of the foregoingAssets (any such proposed transaction being a Third Party Acquisition); b) participate in any discussions or negotiations with, or provide any non-public information to, any corporation, partnership, person or other entity or group (other than Purchaser) relating to any proposed Third Party Acquisition. Nothing Seller shall immediately terminate any such negotiations in progress as of the Signing Date. In no event will Seller accept or enter into an agreement concerning any such Third Party Acquisition prior to the termination of the Agreement pursuant to Section 4.4. Notwithstanding this Clause provision, nothing herein shall restrictbe deemed to in any way restrict or limit the right of Seller to engage in discussions, howevernegotiations, furnishing of information or any other activities relating to or in support of transactions involving the TCG Group from making acquisition or sale of any Payment that qualifies other product lines or businesses of Seller other than the Product Lines or the Assets, so long as a Permitted Leakagethis Agreement shall remain in full force and effect and shall remain binding on the parties hereto.

Restricted Actions. In addition (a) Unless either specifically provided for in this Agreement or contemplated in the Company's budget or business plan, as previously provided to Buyer, subject to changes necessary or advisable in connection with developments in the preceding general obligations industry and/or material economic changes, each Seller shall (in Clause 11.1, the Sellers have expressly instructed TCG Group management that during the Interim Period no TCG Group company shall, except with the Purchaser’s prior written consent, or except each case to the extent possible through the exercise of his, her or its voting rights and subject to all applicable legal and regulatory requirements) ensure that the Company operates its business as a going concern, in the ordinary course of business and consistent with prior practice from the date of this Agreement through to and including the Closing Date. (b) Notwithstanding the foregoing, each Seller shall not, and shall ensure (in each case to the extent possible through the exercise of his, her or its voting rights and subject to all applicable legal and regulatory requirements) that the Company does not take, or does not agree to take, any of the following actions or matters are in (the Ordinary Course Restricted Actions) from the date of Business or this Agreement through to and including the action or matter is otherwise expressly required by this AgreementClosing Date: (ai) merge do anything or consolidate omit to do anything that could interfere with any other legal entity, enter into any recapitalization, reorganization, corporate restructuring, liquidation or dissolution or acquire any shares, business or division the consummation of a business (including pursuant to an acquisition of assets)the transactions contemplated under this Agreement; (bii) grantalter, amend or change the Articles of Association, the Shareholders' Agreement or any other similar governance documents of the Company, except as contemplated under this Agreement in connection with the exercise of the Options; (iii) increase or decrease the share capital of the Company, except as contemplated under this Agreement in connection with the exercise of the Options; (iv) authorize or create (by reclassification or voluntarily allow otherwise) any new class or series of shares of the Company; (v) issue, authorize or create any shares or related securities of the Company to arise any Encumbrance over third party engaged in the development and commercialization of diabetes devices, including any manufacturer of its undertakings continuous insulin infusion pumps or assets continuous glucose monitors; (excluding vi) redeem or repurchase any Encumbrance provided under shares of the TCG Facility)Company; (vii) declare or pay any dividend or otherwise make a distribution to holders of any shares of the Company, other than Encumbrances arising by operation of law in the Ordinary Course of Business or otherwisepre-closing distribution pursuant to Section 3.2.3; (cviii) increase the number of shares subject to issuance under any share plan or arrangement for the benefit of any service providers to the Company; (ix) create, or hold capital stock in, any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by the Company, or sell, transfer or otherwise dispose of any capital stock of any direct or indirect subsidiary of the Company, or permit any direct or indirect subsidiary to sell, lease, transfer, exclusively license or otherwise dispose of or acquire any assets or property (other than Intellectual Property Rights, which are covered by Clause 11.3(d)), whether pursuant to in a single transaction or series of transactions having an aggregate market value related transactions) of all or substantially all of the assets of such subsidiary; (x) liquidate, dissolve or wind-up the business and affairs of the Company, effect any deemed liquidation event (which shall include a merger or the sale, lease, transfer, exclusive license, or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary or subsidiaries of the Company, of all or substantially all the assets of the Company and its subsidiaries taken as a whole), or consent, agree or commit to any of the foregoing without conditioning such consent, agreement or commitment upon obtaining the approval required by this section; (xi) grant, modify, dispose of or terminate any rights or enter into any agreement (including any license, assignment, Lien) relating to Intellectual Property Rights or otherwise permit any of its rights relating to Intellectual Property Rights to lapse; (xii) grant, modify, dispose of or terminate any rights or enter into any agreement (including any license, assignment, Lien) relating to the Sigi Patch Pump or otherwise permit any of its rights relating to the Sigi Patch Pump to lapse; (xiii) enter into any joint venture or partnership or profit-sharing arrangement; (xiv) create, or authorize the creation of, or issue, or authorize the issuance of any debt security or create any lien or security interest, other than capital equipment leases in the ordinary course of business; (xv) create, assume or increase any Debt other than short term trading indebtedness incurred or arising in the ordinary course of business; (xvi) authorize or effect the acquisition or purchase of another entity, business line or assets of another entity or business line; (xvii) sell, transfer or create any Lien (other than charges arising by operation of Law) on any assets of the Company (including any Intellectual Property of the Company) to or to the benefit of a third party (including a Seller); (xviii) grant, create or allow to be created any Lien over any of his, her or its Shares; (xix) make, increase or extend any financial loan or credit to any third party; (xx) enter into, increase or extend any liability under any guarantee or indemnity in favor of any third party guaranteeing obligations of the Company in excess of 100,000 EurosCHF 25,000 per item; (dxxi) sellchange accounting policies or procedures (including for Tax purposes), lease, license or otherwise dispose of any of the Intellectual Property Rights which the TCG Group owns or is licensed to useexcept as required by applicable Law; (exxii) employ (initiate, discontinue or cause to be elected) settle any new member of Key Senior Management litigation or key employee (except for employment engagements which are made to replace employees or otherwise necessary or appropriate in order to continue the Business in the Ordinary Course of Business and which are consented in writing by the Purchaser, such consent not to be unreasonably withheld) or terminate, at the initiative of the employer, the employment or relationship of any such member of Key Senior Management or key employee (other than due to resignation, retirement, death or disability, or with the consent of the Purchaser, such consent not to be unreasonably withheld), or change the compensation or other benefits, including by way of creating any benefit or incentive plan or amending the terms of, or awards under, any existing plan (other than in a manner consistent with past practice to adjust salary amounts to inflation or to remunerate performance) payable to, or the obligation or rights of arbitration proceedings (i) where the amount claimed together with any such member of Key Senior Management costs incurred or key employee likely to be incurred exceeds CHF 25,000 per item, or (ii) any part of that would reasonably be expected to impose material nonmonetary obligations on the work force of the TCG Group companiesCompany; (fxxiii) enter into, amend in any material respect or terminate give notice of termination of any Material ContractContracts with a total annual income or expenditure of more than CHF 100,000, or amend, waive, terminate or consent to the termination of any of the Company's rights thereunder; (gxxiv) enter into any other Material Contract that cannot be terminated in accordance with its terms (without any compensation being payable) on less than three (3) months' notice or terminate or vary the terms of any such existing Material Contract or material commitment; (xxv) make or initiate any material changes to employee packages or compensation, other than the Transaction Bonus and the introduction of a supplemental executive pension plan; (xxvi) make any capital expenditures, expenditures or commit commitment thereof in excess of CHF 100,000 in the aggregate or fail to make any capital expenditures not consistent with set forth in the Budget PlanCompany's capital expenditure budget as in existence on the date hereof and made available to Buyer; (hxxvii) enter into any currency exchange, interest rate or commodity swap agreement, any currency exchange or interest rate or commodity cap, floor or ceiling agreements, or any currency exchange rate, interest rate or commodity collar agreements, or any other agreements or arrangements designed to manage or protect against fluctuations do anything that results in currency exchange rates, interest rates or commodity prices, other than the renewal or replacement of the swap agreements currently in force to the extent contemplated by the Budget Plan and the renewal, replacement or settlement of those certain two interest rate swap agreements expiring on September 30, 2013 in the notional amounts of €15 million and €16 million; provided, however, that in no event shall any speculative hedging transaction be entered intoa Material Adverse Effect; (ixxviii) incur or assume engage in any borrowingtransaction with any Sellers and any of their Related Persons (excluding reasonable employment compensation, debt or fees under any debt arrangements, other than (i) drawdowns under equity incentives and benefits approved by the TCG Facility solely for board of directors of the purposes Company prior to the date of effecting a Potential Announced Leakage under Clause 10.8 and (ii) factoring, assignment, discount and other disposal of receivables and other credit rights this Agreement in exchange for cash, under economic terms agreed at arm’s length pursuant to the Ordinary Course of Business; (j) enter into any transaction or agreement with any Seller or any Related Person; (k) make any changes in its accounting policies other than as required by law or any relevant accounting body; (l) make any alterations to its constitutive documents, memorandum or articles of association or by-laws, except as required under the TCG Facility in order to create the collateral committed in favor of the Lender (e.g., voting and economic rights attached to the encumbered shares to be transferred to the Lender, if so requested by Lender, in an event of default of the TCG Facility scenario) (it being agreed that any such alteration, and any collateral commitment or other transfer of rights contemplated by such alteration, must by its terms be automatically fully released upon repayment of the TCG Facility at or prior to the Closingservices); (m) acquire any shares in any other company; (n) dispose of any shares in any member of the TCG Group, grant any option over, or other right to subscribe or purchase, or redeem or purchase, any share or securities of any member of the TCG Group or securities convertible into any of the foregoing other than as between TCG Group companies; (o) enter into, settle or waive any litigation or claim, or discharge any liability, (i) in any intellectual property case the amount of which exceeds 50,000 Euros or (ii) in any other litigation, claim or liability where the aggregate amount of such litigation, claim or liability in this clause (ii) which is not reserved for on the June 30, 2013 balance sheet of the TCG Group exceeds 50,000 Euros (it being agreed that in all cases Purchaser’s consent shall be required for any litigation, claim or liability involving non-monetary remedies); (p) permit any of the insurance maintained by any TCG Group company to lapse or do anything which would make any such insurance void or voidable or fail to give notice of any material insurance claim of which a TCG Group company or its officers, employees or directors becomes aware in accordance with the provisions of the relevant policy or settle any such claim materially below the claimed amount; (q) grant any guarantee or indemnity for the obligations of any person (other than as required under the TCG Facility or in favor of any wholly owned member of the TCG Group); (r) amend, fail to comply with or fail to perform its obligations under the TCG Facility; (s) make, revoke or change any material election in respect of Taxes or settle or compromise any claim, notice, refund, liability, audit report or assessment in respect of Taxes; (t) fail to withhold and pay to the appropriate governmental authority any Tax that may be due in connection with any payment described in Clause 10 (Leakages) hereof (it being agreed that the Sellers and Purchaser shall cooperate in good faith to determine any withholding required in connection with any dividends or equity distributions to Sellers); (u) consent to any transfer of the direct contractual position of any creditor under the TCG Facility; (v) take any action which is inconsistent with the Ordinary Course of Business or the provisions of this Agreement or the consummation of the transactions contemplated by the Transaction Documents; or (wxxix) agree or commit to do any of the foregoing. Nothing in this Clause shall restrict, however, the TCG Group from making any Payment that qualifies as a Permitted Leakage.

Restricted Actions. In addition to Unless specifically provided in this Agreement or disclosed in the preceding general obligations in Clause 11.1Disclosure Letter, Sellers shall not, and shall procure that the Sellers have expressly instructed TCG Group management that during the Interim Period no TCG Group company shallDiaMed Companies shall not, except with the Purchaser’s without prior written consentconsent of Buyer (or, if applicable administrative or except regulatory laws do not so permit, prior consultation of Buyer) knowingly do or Stock Purchase Agreement Share Purchase Agreement DiaMed Holding AG 39/54 agree to the extent that do any of the following actions or matters are in from the Ordinary Course date of Business or this Agreement through to the action or matter is otherwise expressly required by this AgreementClosing Date: (a) merge or consolidate with any other legal entity, enter into any recapitalization, reorganization, corporate restructuring, liquidation or dissolution or acquire any shares, business or division of a business (including pursuant to an acquisition of assets); (b) grant, create or voluntarily allow to arise any Encumbrance over any of its undertakings or assets (excluding any Encumbrance provided under the TCG Facility), other than Encumbrances arising by operation of law in the Ordinary Course of Business or otherwise; (c) sell, lease, license or otherwise dispose of or acquire any assets or property (other than Intellectual Property Rights, which are covered by Clause 11.3(d)), whether pursuant to a single transaction or series of transactions having an aggregate market value in excess of 100,000 Euros; (d) sell, lease, license or otherwise dispose of any of the Intellectual Property Rights which the TCG Group owns or is licensed to use; (e) employ (or cause to be elected) any new member of Key Senior Management or key employee (except for employment engagements which are made to replace employees or otherwise necessary or appropriate in order to continue the Business in the Ordinary Course of Business and which are consented in writing by the Purchaser, such consent not to be unreasonably withheld) or terminate, at the initiative of the employer, the employment or relationship of any such member of Key Senior Management or key employee (other than due to resignation, retirement, death or disability, or with the consent of the Purchaser, such consent not to be unreasonably withheld), or change the compensation or other benefits, including by way of creating any benefit or incentive plan or amending the terms of, or awards under, any existing plan (other than in a manner consistent with past practice to adjust salary amounts to inflation or to remunerate performance) payable to, or the obligation or rights of (i) any such member of Key Senior Management or key employee or (ii) any part of the work force of the TCG Group companies; (f) enter into, amend in any material respect or terminate any Material Contract; (g) make any capital expenditures, or commit to make any capital expenditures not consistent with the Budget Plan; (h) enter into any currency exchange, interest rate or commodity swap agreement, any currency exchange or interest rate or commodity cap, floor or ceiling agreements, or any currency exchange rate, interest rate or commodity collar agreements, or any other agreements or arrangements designed to manage or protect against fluctuations in currency exchange rates, interest rates or commodity prices, other than the renewal or replacement of the swap agreements currently in force to the extent contemplated by the Budget Plan and the renewal, replacement or settlement of those certain two interest rate swap agreements expiring on September 30, 2013 in the notional amounts of €15 million and €16 million; provided, however, that in no event shall any speculative hedging transaction be entered into; (i) incur or assume any borrowing, debt or fees under any debt arrangements, other than (i) drawdowns under the TCG Facility solely for the purposes of effecting a Potential Announced Leakage under Clause 10.8 and (ii) factoring, assignment, discount and other disposal of receivables and other credit rights in exchange for cash, under economic terms agreed at arm’s length pursuant to the Ordinary Course of Business; (j) enter into any transaction or agreement with any Seller or any Related Person; (k) make any changes in its accounting policies other than as required by law or any relevant accounting body; (l) make any alterations to its constitutive documents, memorandum or articles of association or by-laws, except as required under the TCG Facility in order to create the collateral committed in favor of the Lender (e.g., voting and economic rights attached to the encumbered shares to be transferred to the Lender, if so requested by Lender, in an event of default of the TCG Facility scenario) (it being agreed that any such alteration, and any collateral commitment or other transfer of rights contemplated by such alteration, must by its terms be automatically fully released upon repayment of the TCG Facility at or prior to the Closing); (m) acquire any shares in any other company; (n) dispose of any shares in any member of the TCG Group, grant any option over, or other right to subscribe or purchase, or redeem or purchase, any share or securities of any member of the TCG Group or securities convertible into any of the foregoing other than as between TCG Group companies; (o) enter into, settle or waive any litigation or claim, or discharge any liability, (i) in any intellectual property case the amount of which exceeds 50,000 Euros or (ii) in any other litigation, claim or liability where the aggregate amount of such litigation, claim or liability in this clause (ii) which is not reserved for on the June 30, 2013 balance sheet of the TCG Group exceeds 50,000 Euros (it being agreed that in all cases Purchaser’s consent shall be required for any litigation, claim or liability involving non-monetary remedies); (p) permit any of the insurance maintained by any TCG Group company to lapse or do anything which or omit to do anything that would make any such insurance void or voidable or fail to give notice of any material insurance claim of which a TCG Group company or its officers, employees or directors becomes aware in accordance materially interfere with the provisions of the relevant policy or settle any such claim materially below the claimed amount; (q) grant any guarantee or indemnity for the obligations of any person (other than as required under the TCG Facility or in favor of any wholly owned member of the TCG Group); (r) amend, fail to comply with or fail to perform its obligations under the TCG Facility; (s) make, revoke or change any material election in respect of Taxes or settle or compromise any claim, notice, refund, liability, audit report or assessment in respect of Taxes; (t) fail to withhold and pay to the appropriate governmental authority any Tax that may be due in connection with any payment described in Clause 10 (Leakages) hereof (it being agreed that the Sellers and Purchaser shall cooperate in good faith to determine any withholding required in connection with any dividends or equity distributions to Sellers); (u) consent to any transfer of the direct contractual position of any creditor under the TCG Facility; (v) take any action which is inconsistent with the Ordinary Course of Business or the provisions of this Agreement or the consummation of the transactions contemplated by the Transaction Documents; orthis Agreement; (wb) agree do or commit omit to do anything which would have a Material Adverse Effect; (c) do or omit to do anything outside the ordinary course of business; (d) make any hiring other than in the ordinary course of business or make or material change to the terms of employment of any di­rector, officer or employee of the foregoing. Nothing DiaMed Companies other than in this Clause shall restrictaccordance with existing written or oral agreements as summarized in Exhibit 7.2.17, howeveror other than in the ordinary course of business with regard to other employees than key employees; (e) form, enter into, materially change, terminate or withdraw from any mate­rial partnership, consortium, joint venture or other incorporated associa­tion; (f) [**] ; (g) delay payment, change invoicing and payment terms other than consis­tent with prior business practice; (h) alter or amend in any manner the articles of incorporation or organiza­tional regulations of any DiaMed Company; (i) make any declaration or setting aside or payment of any dividend or any other distribution of profit or any redemption, purchase or other acquisition of any equity securities of DiaMed; (j) increase, reduce or otherwise change the share capital, or grant any option or conversion rights on the equity of the DiaMed Companies, (k) make any loan or loans [**] (excluding the loans to be repaid at Closing pursuant to the agreement mentioned in Section 4.2.2(h)), the TCG Group from making total of which exceeds the cap of [**] , it being understood that the loans made in connection with the purchase in 2007 of [**] is Stock Purchase Agreement Share Purchase Agreement DiaMed Holding AG 40/54 excluded for the purposes of the calculation of the above mentioned cap per month, (l) make any Payment that qualifies transactions, acts or omissions which were not at arm’s length (m) sell DiaMed’s own shares (eigene Aktien) as a Permitted Leakageper Section A of the Preamble.