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

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

Conduct of Business by the Company. During Pending the Closing. The Company covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, unless the Investors otherwise agree in writing, the Company shall, and the Closing (the “Interim Period”), shall cause each of its Significant Subsidiaries to, (i) conduct its business only in the Company ordinary course and the Company’s Subsidiaries shallconsistent with past practice; (ii) use reasonable best efforts to preserve and maintain its assets and properties and its relationships with its customers, except suppliers, advertisers, distributors, agents, officers and employees and other Persons with which it has significant business relationships; (iii) use reasonable best efforts to the extent that BRPA shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or as set forth in Schedule 4.1 maintain all of the Company Schedules material assets it owns or as contemplated by this Agreement, carry on uses in the ordinary course of business consistent with past practice; (iv) use reasonable best efforts to preserve the goodwill and ongoing operations of its business business; (v) maintain its books and records in the usual, regular and ordinary course manner, on a basis consistent with past practicespractice; and (vi) comply in all material respects with applicable Laws; provided, however, that during such period the Company and its Significant Subsidiaries shall be permitted to take all actions as set forth in substantially Section 2.06 of the same manner as heretofore conducted and Governance Agreement which would not require the approval of a majority of the directors appointed by the Investors to the Board; provided, however, that the Company shall not issue any shares of Common Stock unless the Investors consent in compliance with all applicable Legal Requirements (except writing to the offering price for such shares of Common Stock. Except as expressly contemplated by Schedule 4.1 of the Company Schedules) and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present key officers and employees, and (iii) preserve its relationships with key customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings; provided, that, in the case of each of the preceding clauses (i)-(iii), during any period of full or partial suspension of operations related to COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), the Company may, in connection with the COVID-19 pandemic (or any mutation or variation thereof), take such actions as are reasonably necessary (A) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or its Subsidiaries or (B) to reasonably respond to third-party supply or service disruptions caused by the COVID-19 pandemic, COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), shall provide prompt notice to BRPA of the taking of any action permitted by this proviso. In addition, except as required or permitted or contemplated by the terms of this Agreement or as set forth in on Schedule 4.1 4.1, between the date of this Agreement and the Closing, the Company shall not, and shall cause each of its Significant Subsidiaries not to, do any of the Company Schedules, following without the prior written consent of BRPAthe Investors, which consent shall not be unreasonably withheld, conditioned withheld or delayed, during the Interim Period, the Company and the Company’s Subsidiaries shall not do any of the following:

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

Conduct of Business by the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Closing Except (the “Interim Period”), each A) for matters set forth in Section 5.01(a) of the Company Disclosure Letter or otherwise expressly contemplated or required by this Agreement, (B) as required by a Governmental Entity or by applicable Law, (C) as contemplated by (i) with respect to 2024, the 2024 annual operating budget set forth on Section 5.01(a)(C)(i) of the Company Disclosure Letter and (ii) with respect to 2025, the Company’s Subsidiaries shall2025 Company forecast set forth on Section 5.01(a)(C)(ii) of the Company Disclosure Letter (the foregoing clauses (i) and (ii), except to collectively, the extent that BRPA shall otherwise “Budget”) or (D) with the prior written consent in writing of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or as set forth in Schedule 4.1 ), from the date of this Agreement until the Effective Time, the Company Schedules or as contemplated by this Agreementshall, carry on and shall cause each Company Subsidiary to, use commercially reasonable efforts to, (u) conduct its business in the usual, regular and ordinary course of business in all material respects (which shall be deemed to include taking or refraining to take actions as and to the extent the Company or the Company Subsidiaries reasonably believe necessary or appropriate in response to any epidemic, pandemic or disease outbreak (including the COVID-19 virus)); provided that prior to taking any such action in response to the foregoing, to the extent reasonably practicable, the Company reasonably consults with Parent and considers in good faith any recommendations of Parent in respect thereto, (v) operate the Company in accordance with the Budget in all material respects, (w) preserve intact, in all material respects and consistent with past practicespractice, in substantially the same manner as heretofore conducted and in compliance with all applicable Legal Requirements (except as expressly contemplated by Schedule 4.1 of the Company Schedules) and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present key officers goodwill and employees, and (iii) preserve its existing relationships with key employees (including the Specified Employees), customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings; provided, that, in the case of each of the preceding clauses suppliers (i)-(iiiincluding any power providers), during joint venture partners, lenders, landlords and any period of full or partial suspension of operations related to COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), the Company may, in connection with the COVID-19 pandemic (or any mutation or variation thereof), take such actions as are reasonably necessary (A) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals Person having a business dealings relationship with the Company or its Subsidiaries or (B) to reasonably respond to third-party supply or service disruptions caused by the COVID-19 pandemic, COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), shall provide prompt notice to BRPA of the taking of any action permitted by this proviso. In addition, except as required or permitted or contemplated by the terms of this Agreement or as set forth in Schedule 4.1 of the Company Schedules, without the prior written consent of BRPA, which consent shall not be unreasonably withheld, conditioned or delayed, during the Interim Period, the Company and Subsidiaries that is material to the Company’s Subsidiaries shall not do any , and Governmental Entities, (x) maintain in effect all material existing Permits necessary for the conduct of the following:its business and to timely submit renewal applications (as applicable), and (y) satisfy obligations as necessary to maintain in good standing material development projects and opportunities (such as paying deposits, timely submitting required information, and otherwise continuing to pursue generation and transmission development opportunities), subject to Section 5.01(b).

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

Conduct of Business by the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of Closing or the date, if any, on which this Agreement is earlier terminated pursuant to its terms and the Closing Section 9.1 (the “Interim Pre-Closing Period”), each except (i) as required by applicable Law (including for this purpose any COVID-19 Measures), (ii) with the prior written consent of the Company and the Company’s Subsidiaries shall, except to the extent that BRPA shall otherwise consent in writing Parent (which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed) , and for the avoidance of doubt, such consent of Parent shall be deemed given if approved by the Sponsor or its Affiliates or Representatives, as set forth applicable, in Schedule 4.1 their respective capacity as a director or officer of the Company Schedules or otherwise), or (iii) as otherwise permitted or contemplated by this Agreementthe Transaction Agreements, carry on the Company shall, and shall cause each of its business Subsidiaries to, conduct its businesses in the usual, regular and ordinary course of business and in a manner consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable Legal Requirements (except as expressly contemplated by Schedule 4.1 of the Company Schedules) and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present the business organizationorganization of the Group Companies, (ii) comply with all applicable Laws, keep available the services of its their present key officers and employees, key employees and (iii) preserve its relationships with key customers, suppliers, distributors, licensors, licensees, licensors and others with which it whom the Company or any Subsidiary has significant material business dealings; provided, that, in the case of each relations as of the preceding clauses (i)-(iii)date hereof. For the avoidance of doubt, during any period COVID-19 Measures shall not constitute a breach of full or partial suspension this Section 6.1. Without limiting the generality of operations related to COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof)the foregoing, the Company may, in connection with the COVID-19 pandemic (or any mutation or variation thereof), take such actions as are reasonably necessary except (A) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or its Subsidiaries or as may be required by applicable Law, (B) to reasonably respond to third-party supply or service disruptions caused by the COVID-19 pandemic, COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), shall provide prompt notice to BRPA of the taking of any action permitted by this proviso. In addition, except as required or permitted or contemplated by the terms of this Agreement or as set forth in Schedule 4.1 of the Company Schedules, without with the prior written consent of BRPA, Parent (which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed, and for the avoidance of doubt, such consent shall be deemed given if approved by the Sponsor or its Affiliates or Representatives, as applicable, in their respective capacity as a director or officer of the Company or otherwise), or (C) as otherwise permitted or contemplated by the Transaction Agreements, during the Interim Pre-Closing Period, the Company shall not, and the Company’s Subsidiaries shall not do permit any of the followingother Group Companies to:

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

Conduct of Business by the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of Closing or the date, if any, on which this Agreement is earlier terminated pursuant to its terms and the Closing Section 9.1 (the “Interim Pre-Closing Period”), each except (i) as required by applicable Law (including for this purpose any COVID-19 Measures), (ii) with the prior written consent of the Company and the Company’s Subsidiaries shall, except to the extent that BRPA shall otherwise consent in writing Parent (which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed) , and for the avoidance of doubt, such consent of Parent shall be deemed given if approved by the Sponsor or its Affiliates or Representatives, as set forth applicable, in Schedule 4.1 their respective capacity as a director or officer of the Company Schedules or otherwise), or (iii) as otherwise permitted or contemplated by this Agreementthe Transaction Agreements, carry on the Company shall, and shall cause each of its business Subsidiaries to, conduct its businesses in the usual, regular and ordinary course of business and in a manner consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable Legal Requirements (except as expressly contemplated by Schedule 4.1 of the Company Schedules) and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present the business organizationorganization of the Group Companies, (ii) comply with all applicable Laws, keep available the services of its their present key officers and employees, key employees and (iii) preserve its relationships with key customers, suppliers, distributors, licensors, licensees, licensors and others with which it whom the Company or any Subsidiary has significant material business dealings; provided, that, in the case of each relations as of the preceding clauses (i)-(iii)date hereof. For the avoidance of doubt, during any period COVID-19 Measures shall not constitute a breach of full or partial suspension this ‎Section 6.1. Without limiting the generality of operations related to COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof)the foregoing, the Company may, in connection with the COVID-19 pandemic (or any mutation or variation thereof), take such actions as are reasonably necessary except (A) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or its Subsidiaries or as may be required by applicable Law, (B) to reasonably respond to third-party supply or service disruptions caused by the COVID-19 pandemic, COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), shall provide prompt notice to BRPA of the taking of any action permitted by this proviso. In addition, except as required or permitted or contemplated by the terms of this Agreement or as set forth in Schedule 4.1 of the Company Schedules, without with the prior written consent of BRPA, Parent (which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed, and for the avoidance of doubt, such consent shall be deemed given if approved by the Sponsor or its Affiliates or Representatives, as applicable, in their respective capacity as a director or officer of the Company or otherwise), or (C) as otherwise permitted or contemplated by the Transaction Agreements, during the Interim Pre-Closing Period, the Company shall not, and the Company’s Subsidiaries shall not do permit any of the followingother Group Companies to:

Conduct of Business by the Company. During the period from (a) From the date of this Agreement and continuing until the earlier of the termination of Effective Time or the date, if any, on which this Agreement pursuant to its terms and the Closing is validly terminated in accordance with Section 7.1, except (the “Interim Period”)x) as prohibited or required by applicable Law or by any Governmental Entity, each (y) as set forth in Section 4.1(a) of the Company and the Company’s Subsidiaries shallDisclosure Schedule or (z) as otherwise contemplated, except to the extent that BRPA required or permitted by this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or , except as otherwise set forth in Schedule 4.1 of this Agreement), the Company Schedules or as contemplated by this Agreementshall, carry on and shall cause each of its Subsidiaries to, conduct its business in the usual, regular and ordinary course consistent with past practices, Ordinary Course of Business in substantially the same manner as heretofore conducted and in compliance with all applicable Legal Requirements (except as expressly contemplated by Schedule 4.1 of the Company Schedules) material respects and use its commercially reasonable reasonably efforts consistent to comply in all material respects with past practices applicable Law and policies to (i) the Company Permits, preserve substantially intact its present business organization, (ii) keep available the services of preserve its present key officers assets, rights and employees, properties in good repair and (iii) condition and preserve its goodwill and its relationships with key customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings; provided, that, in the case of each of the preceding clauses (i)-(iii), during any period of full or partial suspension of operations related to COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), the Company may, in connection with the COVID-19 pandemic (or any mutation or variation thereof), take such actions as are reasonably necessary (A) to protect the health and safety of the Company’s or its Subsidiaries’ employees Governmental Entities and other individuals third parties having business dealings with the Company or its Subsidiaries or (B) to reasonably respond to third-party supply or service disruptions caused Subsidiaries; provided, however, that the failure by the COVID-19 pandemic, COVID-19 or SARS-CoV-2 virus (Company or any mutation or variation thereofof its Subsidiaries to take an action because such action is prohibited by any provision of Section 4.1(b) without Parent’s consent shall not constitute a breach under this Section 4.1(a), shall provide prompt notice . Notwithstanding anything to BRPA of the taking of any action permitted by this proviso. In addition, except as required or permitted or contemplated by the terms of this Agreement or as contrary set forth in Schedule 4.1 this Section 4.1(a), the Company and its Subsidiaries may take any actions in response to COVID-19 Measures that the Company reasonably determines are necessary or prudent for it to take and that are substantially consistent with actions taken by similarly situated Persons operating in the upscale casual dining segment of the restaurant industry in the geographic regions in which the affected businesses of the Company Schedulesor any of its Subsidiaries operate; provided, without that, to the extent practicable, the Company shall provide prior notice to and reasonably consult with Parent before taking such actions and, to the extent such actions would otherwise require the prior written consent of BRPAthe Parent under Section 4.1(b), such actions shall require Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed, during the Interim Period, the Company and the Company’s Subsidiaries shall not do any of the following:).

Conduct of Business by the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Closing Except (the “Interim Period”), each i) as expressly set forth in Section ‎5.01 of the Company and Disclosure Letter; (ii) as expressly permitted or expressly required by this Agreement; (iii) as required by applicable Law; or (iv) with the Company’s Subsidiaries shall, except to the extent that BRPA shall otherwise prior written consent in writing of Parent (which consent shall will not be unreasonably withheld, conditioned or delayed) or as set forth in Schedule 4.1 from the Agreement Date to the earlier of the Effective Time and the termination of this Agreement, the Company will, and will cause each Company Subsidiary to, (A) conduct the business of the Company Schedules or as contemplated by this Agreement, carry on its and the Company Subsidiaries in the ordinary course of business in the usual, regular all material respects and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable Legal Requirements (except as expressly contemplated by Schedule 4.1 of the Company SchedulesB) and use its commercially reasonable best efforts consistent with past practices and policies to (i) preserve substantially intact the assets and the business organization of the Company and its present business organizationSubsidiaries, (ii) to keep available the services of its present key the current officers and employees, key employees of the Company and (iii) preserve its Subsidiaries and to maintain in all material respects in the ordinary course of business the current relationships of the Company and its Subsidiaries with key existing customers, suppliers, distributors, licensors, licensees, suppliers and others other persons with which it the Company or any of its Subsidiaries has significant material business dealings; provided, that, in the case of each relations as of the preceding clauses (i)-(iii)Agreement Date, during any period of full or partial suspension of operations related to COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), the Company may, in connection with the COVID-19 pandemic (or any mutation or variation thereof), take such actions as are reasonably necessary (A) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with provided that no action by the Company or its Subsidiaries or (B) with respect to reasonably respond to third-party supply or service disruptions caused the matters specifically addressed by the COVID-19 pandemicany provision of this Section ‎5.01 shall be deemed a breach of this sentence, COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), shall provide prompt notice to BRPA unless such action would constitute a breach of the taking of any action permitted by this provisosuch relevant provision. In addition, and without limiting the generality of the foregoing, except (i) as required or permitted or contemplated by the terms of this Agreement or as expressly set forth in Schedule 4.1 Section ‎5.01 of the Company Schedules, without Disclosure Letter; (ii) as expressly permitted or expressly required by this Agreement; (iii) as required by applicable Law; or (iv) with the prior written consent of BRPA, Parent (which consent shall will not be unreasonably withheld, conditioned or delayed, during ) from the Interim PeriodAgreement Date to the earlier of the Effective Time and the termination of this Agreement in accordance with Section ‎8.01, the Company will not, and the Company’s Subsidiaries shall will not cause or permit any Company Subsidiary to, directly or indirectly, whether by merger, consolidation or otherwise, do any of the following:

Conduct of Business by the Company. During Pending the period from Closing. The Company agrees that, between the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Closing (the “Interim Period”), each of the Company and the Company’s Subsidiaries shallEffective Time, except to the extent that BRPA shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or as set forth in Schedule 4.1 Section 6.1 of the Company Schedules Disclosure Schedule, as required by Section 6.13 of this Agreement or as contemplated specifically permitted by any other provision of this Agreement, carry on unless Parent shall otherwise agree in writing, the Company will, and will cause each Company Subsidiary to, (A) conduct its business operations only in the usual, regular and ordinary course of business consistent with past practicespractice, in substantially the same manner as heretofore conducted and in compliance shall not take any action inconsistent therewith or with all applicable Legal Requirements (except as expressly contemplated by Schedule 4.1 of the Company Schedules) and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organizationthis Agreement, (iiB) use all reasonable best efforts to keep available the services of its present the current officers, key officers employees and employees, consultants of the Company and (iii) each Company Subsidiary and to preserve its the current relationships of the Company and each Company Subsidiary with key such of the customers, suppliers, distributors, licensors, licensees, business partners and others other persons with which it the Company or any Company Subsidiary has significant business dealings; providedrelations, that(C) have in effect and maintain at all times insurance of the kinds, in the case of each of the preceding clauses (i)-(iii), during any period of full or partial suspension of operations related to COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), the Company may, in connection amounts and with the COVID-19 pandemic insurers as is presently in effect, (or any mutation or variation thereof)D) keep in working condition and good order and repair all of its material assets and properties, normal wear and tear excepted and (E) take such actions as are reasonably necessary (A) reasonable and customary action to protect the health Company's Intellectual Property to the end that the Company's and safety each Company Subsidiary's goodwill and ongoing business shall not be impaired in any material respects as of the Company’s or its Subsidiaries’ employees Closing Date. Without limiting the foregoing, and other individuals having business dealings with the Company or its Subsidiaries or (B) to reasonably respond to third-party supply or service disruptions caused by the COVID-19 pandemic, COVID-19 or SARS-CoV-2 virus (or any mutation or variation as an extension thereof), shall provide prompt notice to BRPA of the taking of any action permitted by this proviso. In addition, except as required or permitted or contemplated by the terms of this Agreement or as set forth in Schedule 4.1 Section 6.1 of the Company SchedulesDisclosure Schedule or as specifically permitted by any other provision of this Agreement, the Company shall not (unless required by applicable Law or the regulations or requirements of Nasdaq), and shall not permit any Company Subsidiary to, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of BRPA, which consent shall not be unreasonably withheld, conditioned or delayed, during the Interim Period, the Company and the Company’s Subsidiaries shall not do any of the following:Parent (as described above):

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

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

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

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