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

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, which consent shall not be unreasonably withheld, the Company shall, and shall cause each member of the Company Group to (i) conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or pursuant to its terms and the ClosingEffective Time, the Company (which for the purposes of this Section 4.1 shall include the Company and each of its subsidiaries) agrees, except to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheldwithheld or delayed), the Company shall, and shall cause each member of the Company Group to (i) conduct carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) to timely pay its debts and Taxes when dueTaxes, subject to good-good faith disputes over such debts or Taxestaxes, (iii) and on the same payment terms such debts and taxes have historically been paid, to collect its receivables in the same manner and on the same terms such receivables have historically been collected, to timely pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions ofdue, and perform in to use all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its the Company's present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to employees and preserve the its relationships with its material customers, suppliers, distributors, licensors, licensees licensees, and others having material business dealings with themthe Company, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with end that the goal of preserving unimpaired the Company's goodwill and ongoing business of the Company Group businesses be unimpaired at the ClosingEffective Time. The Company shall promptly notify Investors upon becoming aware Parent of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of Company. Except as expressly provided for by this Agreement or as set forth on the Closing. FurthermoreCompany Schedules, the Company shall promptly notify Investors in writing of any notice not, prior to the Effective Time or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance earlier termination of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 its terms, without the prior written consent of Parent (which consent shall not be in writing and delivered in accordance with Section 10.7 hereof.unreasonably withheld or delayed):

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, subject to the limitations set forth below, the MGM Entities agree, except to the extent Purchaser shall consent in writing or as expressly contemplated by this Agreement, to cause the Company to (i) carry on its business and operations diligently (including without limitation the modification or amendment of, or execution of new, Tenant Leases, provided that the Seller shall cause the Company to reasonably cooperate with Purchaser regarding negotiation of such matters and shall obtain Purchaser’s prior written consent to such modifications, amendments or new Tenant Leases, which consent shall not be unreasonably withheld), the Company shall, and shall cause each member of the Company Group to (i) conduct its business only in the usual, regular and ordinary course in substantially the same manner as heretofore conductedOrdinary Course of Business, (ii) pay its debts when due (or within any applicable grace periods) and to pay its Taxes when due, due subject to good-faith disputes over the right of the Company to timely contest the payment of any such debts or Taxesdebt and/or Tax in good faith, (iii) pay or perform its other material obligations when due (including accounts payableor within any applicable grace periods), subject to good-faith disputes over such obligations, (iv) observe maintain the Leased Real Property and Tangible Personal Property owned, leased or otherwise used by it substantially in all material respects all provisions ofits present repair, order and condition (subject to normal wear and tear) consistent with the current needs of its business, replace in accordance with prior practice its inoperable, worn out or obsolete assets with assets of quality consistent with past practice to the extent the failure to so repair or replace would reasonably be expected to have a Material Adverse Effect and, in the event of a casualty, loss or damage to any property prior to the Closing Date, either repair such damaged property to its original condition, replace such damaged property with property equivalent to the original property or otherwise make the Company whole for such damaged property, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts Commercially Reasonable Efforts consistent with past practices and policies to preserve intact its present business organizationsorganization, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to employees and preserve the its relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereofit.

Conduct of Business of the Company. Except (a) as expressly contemplated by this Agreement, or described in Section 5.1 of the Company Disclosure ScheduleLetter, (b) as required by applicable Law (including any COVID-19 Measures or such reasonable actions after notice has been provided to Parent or Parent’s counsel as may be taken in response to acts of war or sanctions, including in connection with the extent that current dispute involving the Investors Russian Federation and Ukraine), (c) as consented to in writing by Parent (which consent shall otherwise consent in writingnot be unreasonably withheld, conditioned or delayed) or (d) as required or expressly provided for by this Agreement, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the ClosingEffective Time, which consent shall not be unreasonably withheld, (x) the Company shall, and shall cause each member of the Company Group its Subsidiaries will use its reasonable best efforts to (i) conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe operations in all material respects all provisions of, according to its ordinary and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts usual course of business consistent with past practices practice, and policies the Company and each of its Subsidiaries will use its reasonable best efforts to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers organization and key employees, (vii) use commercially reasonable efforts to preserve the present relationships with those Persons having significant business relationships with the Company or its material customersSubsidiaries; provided, suppliersthat during any period of full or partial suspension of operations related to COVID-19 or any COVID-19 Measures, distributorsthe Company and its Subsidiaries may, licensorsin connection with COVID-19 or any COVID-19 Measures, licensees take such actions as are reasonably necessary (i) to protect the health and others safety of the Company’s and its Subsidiaries’ employees and other individuals having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has or any material business dealingsof its Subsidiaries or (ii) to respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19 Measures; provided, all with the goal of preserving unimpaired the goodwill and ongoing business of further, that the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement its Subsidiaries may take such reasonable actions after notice has been provided to Parent or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or Parent’s counsel as may be required taken in response to acts of war or sanctions, including in connection with the executioncurrent dispute involving the Russian Federation and Ukraine, delivery or performance of this Agreement or any Related Agreement or and (y) without limiting the consummation generality of the transactions contemplated hereby foregoing, the Company will not, and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.will not permit any of its Subsidiaries to:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during the period from From and after the date of this Agreement and continuing until prior to the earlier of the Effective Time or the termination of this Agreement pursuant to Article VII, except as provided in this Agreement, as set forth in Section 5.1 of the Company Disclosure Letter, as disclosed in the Company SEC Reports (other than in any Forward-Looking Information), or as required by applicable Law, Order or to comply with any notice from a Governmental Authority, without the Closingprior written consent of Parent, which such consent shall not to be unreasonably withheld, delayed or conditioned, the Company shall, and shall cause each member of its Subsidiaries to, (a) conduct its operations only in the ordinary course of business consistent with past practice and (b) use its reasonable best efforts to preserve substantially intact the business organization of the Company Group to (i) conduct and its business in the usualSubsidiaries, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers the current officers, employees and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member consultants of the Company Group has any and its Subsidiaries, and to preserve, in all material business dealingsrespects, all with the goal of preserving unimpaired the goodwill and ongoing business current relationships of the Company Group at and its Subsidiaries with customers, licensees, suppliers and other Persons with which the ClosingCompany and its Subsidiaries have material business relations. The Company shall promptly notify Investors upon becoming aware Without limiting the generality of any event or occurrence or emergency which is material the foregoing, and not except as otherwise provided in the ordinary course of business of any member this Agreement, as set forth in Section 5.1 of the Company Group or any event having a Material Adverse Effect involving any member of Disclosure Letter, as disclosed in the Company Group that arises during the period SEC Reports (other than in any Forward-Looking Information) or as otherwise required by applicable Law, from and after the date of this Agreement and continuing until prior to the earlier of the Effective Time or the termination date of this Agreement or the Closing. Furthermorepursuant to Article VII, the Company shall promptly notify Investors in writing of not, and shall cause its Subsidiaries not to, take any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All noticesfollowing actions, request for consents and other communications pursuant without the prior written consent of Parent, such consent not to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.unreasonably withheld, delayed or conditioned:

Conduct of Business of the Company. Except The Company hereby covenants and agrees that, prior to the Effective Time, unless Merger Corp. shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or except as otherwise expressly contemplated by this Agreement, the Company Board shall not authorize or in Section 5.1 direct the officers of the Disclosure ScheduleCompany or any of its Subsidiaries to take any action or fail to take any action that would cause the Company or such Subsidiary to fail to, (i) operate its business in the usual and ordinary course consistent with past practice, (ii) use its commercially reasonable efforts to preserve substantially intact its business organization, maintain its rights and franchises, retain the services of its respective principal officers and key employees and maintain its relationships with its respective principal suppliers and other persons with which it or any of its Subsidiaries has significant business relations, (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, and (iv) exercise within the time prescribed in each Real Property Lease any option provided therein to extend or renew the term thereof to the extent that such Real Property Lease is still necessary and advisable for the Investors shall otherwise consent in writing, during the period from the date of this Agreement and continuing until the earlier conduct of the termination business of the Company and its Subsidiaries, unless, since such time, an alternate lease has been entered into with terms, in the aggregate, generally not less favorable to the Company or its Subsidiaries. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement or the Closing, consented to in writing by Merger Corp. (which consent shall not be unreasonably withheldwithheld or delayed), the Company shall, and Board shall cause each member not authorize or direct the officers of the Company Group to (i) conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts Subsidiaries to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of do any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.following:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during the period from From the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, except (i) as prohibited or required by Applicable Law, (ii) as set forth in Section 5.01 of the ClosingCompany Disclosure Letter, (iii) as otherwise required or expressly contemplated by this Agreement, (iv) if Parent shall otherwise consent (which consent shall not be unreasonably withheld, conditioned or delayed), or (v) for any actions required to be taken pursuant to the terms of the Life Sciences SAPA (including, without limitation, the Restructuring Transactions or pursuant to the Transition Services Agreement) or otherwise solely related to the Life Sciences Assets or the Life Sciences Liabilities, the Company shall, and shall cause each member of the Company Group to its Subsidiaries to, (iA) conduct its business in the usual, regular and ordinary course of business consistent with past practice and in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe compliance in all material respects with all provisions of, Applicable Laws and perform in the requirements of all material respects all its obligations under, any ContractMaterial Contracts, (vB) use commercially its reasonable best efforts consistent with past practices and policies to preserve intact its present business organizationsorganization and business relationships (including with its suppliers, (vicustomers and Governmental Entities) use commercially reasonable efforts to and keep available the services of its present current officers and key employees, (viiC) use commercially its reasonable best efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating keep in effect all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating insurance policies in coverage amounts substantially similar to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not those in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from effect on the date of this Agreement Agreement, and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company shall (D) use its reasonable best efforts to promptly notify Investors in writing Parent of (1) any notice or other communication from any third party Person alleging that the consents, waiver or approval consent of such third party Person is or may be required in connection with any of the executiontransactions contemplated by this Agreement, delivery and (2) any Action commenced or performance of this Agreement threatened in writing, relating to or involving or otherwise affecting the Company or any Related Agreement or of its Subsidiaries that relates to the consummation of the transactions contemplated hereby by this Agreement; provided, however, that no action or failure to take action with respect to matters specifically addressed by any of the provisions of the next sentence shall constitute a breach under this sentence unless such action or failure to take action would constitute a breach of such provision of the next sentence. In addition, and thereby. All noticeswithout limiting the generality of the foregoing and to the fullest extent permitted by Applicable Law, request from the date of this Agreement until the earlier of termination of this Agreement and the Effective Time, except (i) as set forth in Section 5.01 of the Company Disclosure Letter, (ii) for consents and other communications any actions required to be taken pursuant to Sections 5.1 the terms of the Life Sciences SAPA (including, without limitation, the Restructuring Transactions or pursuant to the Transition Services Agreement) or otherwise solely related to the Life Sciences Assets or any Life Sciences Liabilities (except as specifically provided for below), or (iii) with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.not permit any of its Subsidiaries to, do any of the following:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, Agreement or as set forth in Section 5.1 of the Company Disclosure Schedule, or to the extent that the Investors unless Parent shall otherwise consent in writingwriting (such consent not to be unreasonably withheld or delayed), during the period from the date of this Agreement and continuing until to the earlier of the termination of this Agreement or the Closing, which consent shall not be unreasonably withheldEffective Time, the Company shalland each Subsidiary will conduct its respective operations, to the extent commercially reasonable, according to its ordinary and usual course of business and consistent with past practice, and shall cause each member of the Company Group to (i) conduct and each Subsidiary will use its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve substantially intact its present respective business organizations, (vi) use commercially reasonable efforts to keep available the services of its present respective officers and key employees, (vii) use commercially reasonable efforts employees and to preserve the maintain satisfactory relationships with its material customerslicensors, licensees, suppliers, contractors, distributors, licensorsphysicians, licensees consultants, customers, and others having material business dealings relationships with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions it. The Company will promptly advise Parent of any new material arrangementchange in the management, obligationpresent or planned business, commitment properties, liabilities, results of operations, or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member financial condition of the Company Group has or any material business dealings, all with Subsidiary. The Company will keep Parent reasonably advised on a current basis as to the goal status of preserving unimpaired the goodwill and ongoing business matters described in Section 3.1 of the Company Group at the ClosingDisclosure Schedule, and will not settle, resolve or compromise any of such matters without reasonable prior notice to Parent and after giving due consideration to Parent's recommendations with respect thereto. The Company shall promptly notify Investors upon becoming aware will, prior to distributing or otherwise circulating any notices, directives, or other communications directed to all or groups of any event customers, vendors, employees, distributors, or occurrence others associated with its business relating to the transactions contemplated hereby or emergency which is material and not in to the ordinary course operation of business after consummation of any member such transactions, consult with Parent and give Parent reasonable opportunity to comment thereon. Without limiting the generality of the foregoing, and except as otherwise expressly provided in or contemplated by this Agreement or as set forth in Section 5.1 of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period Disclosure Schedule, from the date of this the Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. FurthermoreEffective Time, neither the Company shall promptly notify Investors in writing nor any Subsidiary will, without the prior written consent of any notice Parent (such consent not to be unreasonably withheld or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.delayed):

Conduct of Business of the Company. Except as During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with the terms set forth in ARTICLE IX of this Agreement or the Closing Date, the Company agrees that the Company and its Subsidiaries shall use commercially reasonable efforts to (except to the extent expressly contemplated by this Agreement, or set forth in Section 5.1 of the Company Disclosure ScheduleSchedule or as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed)), (i) in all material respects, carry on their businesses in the ordinary course in substantially the same manner as heretofore conducted and use commercially reasonable efforts consistent with past practice and policies to preserve substantially intact their present business organizations, and (ii) use their commercially reasonable efforts consistent with past practice to keep available the extent services of their present executive officers and directors and use their commercially reasonable efforts consistent with past practice to, in all material aspects, preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with them. The Company agrees to promptly notify Parent of any material event or occurrence not in the ordinary course of business consistent with past practice that would have or reasonably be expected to have a Material Adverse Effect on the Investors shall otherwise consent in writingCompany. Without limiting the generality of the foregoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, which consent shall not be unreasonably withheld, the Company shall, and shall cause each member of the Company Group to (i) conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all accordance with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not terms set forth in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date ARTICLE IX of this Agreement or the Closing. FurthermoreClosing Date, except as otherwise expressly permitted by or provided for in this Agreement, set forth in Section 5.1 of the Company Disclosure Schedule, required by any Legal Requirement or Law or as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall promptly notify Investors in writing of not do, allow, cause or permit any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby following actions to occur with respect to the Company without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that Parent and thereby. All noticesMerger Sub acknowledge and agree that this Section 5.1 shall not give Parent the right, request for consents and other communications pursuant directly or indirectly, to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.control or direct the operations of the Company prior to the Closing to the extent prohibited by applicable Antitrust Laws:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during the period from From and after the date of this Agreement and continuing until the earlier of the Effective Time or the termination of this Agreement pursuant to Article VII, except (i) as expressly provided in this Agreement, (ii) as set forth in Section 5.1 of the Company Disclosure Letter, (iii) as required by applicable Law, Order or to comply with any notice from a Governmental Authority, or (iv) with the Closingprior written consent of Parent, which such consent shall not to be unreasonably withheld, delayed or conditioned, the Company shallshall use reasonable best efforts to, and shall cause each member of the Company Group its Subsidiaries to use reasonable best efforts to, (i1) conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not operations only in the ordinary course of business consistent with past practice, including with respect to capital expenditures, payment of any member accounts payable and other liabilities, maintenance of inventory and accruals, (2) maintain its cash management and working capital management policies and practices in a manner consistent in all material respects with past practice, (3) maintain a level of working capital, consistent with past practice, to satisfy the needs of its daily operations, (4) maintain its existence in good standing pursuant to applicable Law, (5) preserve substantially intact the business organization of the Company Group or any event having a Material Adverse Effect involving any member and its Subsidiaries, (6) keep available the services of the current officers, employees and consultants of the Company Group that arises during and its Subsidiaries, and (7) preserve intact, in all material respects, the period current relationships of the Company and its Subsidiaries with customers, licensees, suppliers, lenders, Governmental Authorities, and other Persons with which the Company or such Subsidiary has material business relations. Without limiting the generality of the foregoing, and except (A) as otherwise expressly provided in this Agreement, (B) as set forth in Section 5.1 of the Company Disclosure Letter, or (C) as otherwise required by applicable Law, from and after the date of this Agreement and continuing until prior to the earlier of the Effective Time or the termination date of this Agreement or the Closing. Furthermorepursuant to Article VII, the Company shall promptly notify Investors in writing of use reasonable best efforts not to, and shall cause its Subsidiaries to use reasonable best efforts not to, take any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All noticesfollowing actions, request for consents and other communications pursuant without the prior written consent of Parent, such consent not to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.unreasonably withheld, delayed or conditioned:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement and continuing until the earlier of (a) the termination of this Agreement or and (b) the Closing, which consent shall not be unreasonably withheld, the Company shall, and shall cause each member of agrees (unless the Company Group is otherwise required to (itake such action pursuant to this Agreement or Purchaser shall otherwise give its prior consent in writing) conduct to carry on its business substantially in the usual, regular and ordinary course in substantially the same manner as heretofore conductedconsistent with past practice, (ii) to pay its debts Liabilities and Taxes when dueconsistent with the Company’s past practices, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due consistent with the Company’s past practices (including accounts payableother than Liabilities, Taxes and other obligations, if any, contested in good faith and for which adequate reserves have been established), subject and, to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts the extent consistent with past practices and policies such business, to preserve intact its present business organizations, (vi) use commercially reasonable efforts to preserve substantially intact its present business organization, keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to employees and preserve the its relationships with its material customers, suppliers, distributors, licensors, licensees licensees, independent contractors and others other Persons having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealingsit, all with the goal express purpose and intent of preserving substantially unimpaired the its goodwill and ongoing business of the Company Group businesses at and after the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of Except as expressly contemplated by this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. FurthermoreAgreement, the Company shall promptly notify Investors not, without the prior written consent of Purchaser, take or agree in writing or otherwise to take, any action that would result in the occurrence of any notice of the changes described in Section 2.9 or any other communication from action that would make any third party alleging of its representations or warranties contained in this Agreement untrue or incorrect when made in any material respect; provided, however, that nothing in this Section 5.1 shall be deemed to create a condition to Purchaser’s obligation to effect the Acquisition that the consents, waiver or approval representations and warranties of such third party is or may AE and the Company be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation true and correct as of the transactions contemplated hereby and therebyClosing. All noticesNeither the Company nor AE shall, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be without the prior written consent of Purchaser, take or agree in writing or otherwise to take, any action intended to, or that would, prevent the Company or AE from performing (or cause the Company or AE not to perform) its agreements and delivered covenants hereunder or intended to, or that would, cause any condition to Purchaser’s closing obligations in accordance with Section 10.7 hereof7.1 or Section 7.3 not to be satisfied.

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during the period from From and after the date of this Agreement and continuing hereof until the earlier of the Initial Closing Date or the termination of this Agreement in accordance with its terms, except (a) as expressly required or permitted by this Agreement or the ClosingTransition Agreement, (b) as required by applicable Law, (c) as set forth in Section 6.1 of the Company Disclosure Schedule or (d) as Buyer otherwise consents in writing (which consent consent, (1) with respect to clauses (vi), (ix), (xiii), (xviii), (xix), (xxii), (xxiii) and (xxiv) of clause (z) of this Section 6.1, shall not be unreasonably withheld, the Company shallconditioned or delayed, and shall cause each member of the Company Group (2) with respect to clauses (i) conduct and (xvi) of clause (z) of this Section 6.1, shall be granted or denied promptly and in any event within ten (10) days after Buyer receives such request for consent, and (3) with respect to matters contemplated by subclause (i) of clause (z) of this Section 6.1, to the extent the Sellers are seeking Buyer’s consent with respect to any proposed waiver, modification or other accommodation under a Material Customer Agreement in connection with commercially reasonable actions proposed to be taken by the Company to comply with its business obligations under the Directive with respect to Initial Directive Cars covered by such Material Customer Agreement, shall not be unreasonably withheld or conditioned; provided, that, no consent of Buyer shall be required in connection with any arrangement with a Customer pursuant to which Sellers or any Group Company agrees to bear the costs of testing, inspection and, if necessary, repair of any Initial Directive Cars covered by a Material Customer Agreement in accordance with the terms of the Directive. Sellers shall, in the usualcase of clause (iii) and, regular and ordinary course in substantially the same manner as heretofore conducted, case of clauses (i) – (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of– (xxvi), and perform in all material respects all its obligations under, any Contractshall cause the Group Companies to, (vx) use commercially reasonable efforts consistent with past practices conduct the Business in the Ordinary Course of Business (including as it relates to the management of railcars and policies to preserve intact its present business organizationsrailcar leases owned directly or indirectly by ARI and the allocation of railcar lease inception and renewal opportunities as between the Company and ARI), (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (viiy) use commercially reasonable efforts to preserve substantially intact their respective business organizations, the Business and preserve their relationships with its material Governmental Entities, employees, customers, suppliers, distributorsvendors, licensors, licensees and others having material business dealings relationships with them, the Business and (viiiz) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of refrain from doing, directly or indirectly, any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.following:

Conduct of Business of the Company. Except as During the period beginning on the date of this Agreement and ending at the Effective Time (the “Restricted Period”), the Company agrees, and agrees to cause its Subsidiaries (except to the extent expressly contemplated by this Agreement, required by applicable rule or regulation or as consented to in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closingwriting by Parent, which consent shall not be unreasonably delayed or withheld), the Company shall, to carry on its and shall cause each member of the Company Group to (i) conduct its Subsidiaries’ business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) to pay and to cause its Subsidiaries to pay debts and Taxes when due, due subject to good-good faith disputes over such debts or Taxes, (iii) to pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions ofdue, and perform in all material respects all its obligations under, any Contract, (v) to use commercially reasonable efforts consistent with past practices practice and policies to preserve intact its and its Subsidiaries’ present business organizations, (vi) use commercially reasonable efforts consistent with past practice to keep available the services of its and its Subsidiaries’ present officers and key employees, (vii) employees and use commercially reasonable efforts consistent with past practice to preserve the its and its Subsidiaries’ relationships with its material customers, suppliers, distributors, licensors, licensees licensees, and others having material business dealings with themit or its Subsidiaries. During the Restricted Period, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall further agrees to promptly notify Investors upon becoming aware Parent of any event or occurrence or emergency which is (i) that would result in a material and not in the ordinary course of business breach of any member covenant or agreement of the Company Group or any of its Subsidiaries set forth in this Agreement, (ii) that would cause any representation or warranty of the Company set forth in this Agreement to be untrue in any material respect as of the date of such event having or occurrence, or (iii) which, individually or in the aggregate, would have a Material Adverse Effect involving any member of on the Company Group that arises during Company. During the period from the date of Restricted Period, except as expressly contemplated by this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. FurthermoreAgreement, the Company shall promptly notify Investors in writing of not do, cause or permit any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All noticesfollowing, request for consents and other communications pursuant or allow, cause or permit any of its Subsidiaries to Sections 5.1 and 5.2 do, cause or permit any of the following, without the prior written consent of Parent (which consent shall not be in writing and delivered in accordance with Section 10.7 hereof.unreasonably delayed or withheld):

Conduct of Business of the Company. Except for matters set forth in the Company Disclosure Schedule or as expressly otherwise permitted or contemplated by any provision of this Agreement, Agreement or in Section 5.1 of the Disclosure Schedule, Amalgamation Agreement or to the extent that the Investors shall otherwise consent in writingrequired by applicable Law, during the period from the date of this Agreement and continuing until hereof to the earlier of the termination of this Agreement or the Closing, which consent shall not be unreasonably withheldClosing Date, the Company shallwill, and shall will cause each member of the Company Group its Subsidiaries to (i) conduct its business in and operations in, and not take any action except in, the usual, regular and ordinary course of business consistent with past practice and in substantially the same manner as heretofore conductedaccordance with applicable Law, and (ii) pay use its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable best efforts consistent with past practices and policies to preserve intact its present current business organizations, (vi) use commercially reasonable efforts to keep available the services of its present current officers and key employees, preserve its assets and properties in good repair and condition, maintain in full force and effect the satellite launch and in-orbit insurance policies listed on Section 3.06 of the Company Disclosure Schedules until the end of their term and consult in good faith with Parent regarding (viix) use commercially reasonable efforts the decision whether to replace any such policy which expires prior to the Closing Date, and (y) if replaced, the terms of the replacement policy, and with respect to other types of insurance, maintain in full force and effect substantially the same levels of coverage of insurance with respect to its other assets, operations and activities (that are not covered above) as are in effect on the date hereof, continue to make capital expenditures pertaining to its business in accordance with the Company's capital budget existing on the date hereof and delivered to Parent (the "Capital Budget"), maintain the Company Permits in full force and effect and shall timely file and prosecute any necessary applications for renewal of the Company Permits, make timely filings related to export control matters, take all necessary actions to ensure availability of appropriate back-up for satellite control operations (consistent with export control and other Laws), collect its receivables and preserve the its relationships with its material Governmental Authorities, customers, suppliers, distributors, licensors, licensees licensees, distributors and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of it. Except for matters set forth in the Company Group has Disclosure Schedule or as otherwise permitted or contemplated by any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date provision of this Agreement or required by applicable Law, from the Closing. Furthermoredate hereof to the Closing Date, the Company shall promptly notify Investors in writing will not and will not permit any of any notice or other communication from any third party alleging that its Subsidiaries to, without the consents, waiver or approval prior written consent of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.Parent:

Conduct of Business of the Company. Except as expressly contemplated permitted by this AgreementAgreement or as Parent may otherwise consent to or approve in writing which shall be deemed to have been duly given if delivered personally, facsimiled or in Section 5.1 of emailed on and after the Disclosure Schedule, or date hereof and prior to the extent that the Investors shall otherwise consent in writingClosing Date, during the period from the date of this Agreement and continuing until to the earlier of the termination of this Agreement or the Closing, which consent shall not be unreasonably withheldEffective Time, the Company shall, and its Subsidiaries shall cause each member of the Company Group to (i) conduct its business operate in the usualOrdinary Course of Business and, regular and ordinary course in substantially to the same manner as heretofore conductedextent consistent therewith, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent to operate in compliance with past practices and policies all applicable Laws, to preserve intact its present current business organizationsorganization, (vi) use commercially reasonable efforts to keep available the services of its present current officers and key other employees, (vii) use commercially reasonable efforts to preserve the its cash, and to preserve its relationships with its material customers, suppliers, distributors, licensors, licensees and others those persons having material business dealings with themit, including vendors and (viii) use commercially reasonable efforts customers, to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Furthermore, the Company covenants, represents and warrants that from and after the date hereof, unless Parent shall otherwise expressly consent in writing which shall be deemed to have been duly given if delivered personally, facsimiled or emailed, the Company and each of its Subsidiaries shall use its commercially reasonable efforts to: (a) keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried by it; and (b) pay all accounts payable and other obligations, when they become due and payable, in the Ordinary Course of Business consistent with the provisions of this Agreement, except if the same are contested in good faith, and, in the case of the Company Group at failure to pay any material accounts payable or other obligations which are contested in good faith, only after consultation with Parent. Except as set forth on Schedule 5.1, without limiting the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member generality of the Company Group or any event having a Material Adverse Effect involving any member of foregoing (but subject to the Company Group that arises above exceptions), during the period from the date of this Agreement and continuing until to the earlier Effective Time, without the written consent of Parent (provided, that with respect to any action in the termination date Ordinary Course of this Agreement Business, such consent shall not be unreasonably withheld, delayed or the Closing. Furthermoreconditioned and, in each such case, shall be deemed to have been duly given if delivered personally, facsimiled or emailed), neither the Company shall promptly notify Investors in writing nor any of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.its Subsidiaries shall:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during the period from From the date of this Agreement and continuing hereof until the earlier of the termination of this Agreement or pursuant to Article 6 and the ClosingClosing Date, except for transactions expressly contemplated by this Agreement, required by Law, consented to in writing in advance by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), which consent may be requested by e-mail addressed to Xxxx Xxxx and Xxxx Xxxxx at awang(AT)vmware(DOT)com and millsj(AT)vmware(DOT)com and provided, that an email response from either of Xxxx Xxxx or Xxxx Xxxxx consenting to a Company request will be deemed to constitute such written consent by Parent, the Company shall, and shall cause each member of the Company Group to (i) conduct its Subsidiaries to, carry on its business in the usual, regular and ordinary course of business and in substantially the same a manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies in compliance in all material respects with all applicable Laws to preserve intact the extent within the control of the Company, its present business organizationsSubsidiaries, (vi) and their officers, directors and managers; and the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to carry on its business in the ordinary course of business and in a manner consistent with past practices and in compliance in all material respects with all applicable Laws to the extent not within the control of the Company, its Subsidiaries, and their officers, directors and managers, including to preserve intact the business organization, and preserve the goodwill, of the Company and the Company Subsidiaries, to keep available the services of its present officers the current officers, employees and key employees, (vii) use commercially reasonable efforts consultants of the Company and the Company Subsidiaries and to preserve the present relationships of the Company and the Company Subsidiaries with its material customers, suppliers, distributors, licensors, licensees channel partners and others having material business dealings other Persons with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of which the Company Group or a Company Subsidiary has any material significant business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closingrelations. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not email addressees in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company preceding sentence shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request respond to requests for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereofpromptly.

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during the period from (a) From and after the date of this Agreement and continuing until the earlier of the Closing or the termination of this Agreement or in accordance with its terms (the Closing, which consent shall not be unreasonably withheld“Interim Period”), the Company shall, and shall cause each member its Subsidiaries to, except as expressly contemplated by this Agreement, any Contract disclosed on the Company Disclosure Schedules or any Ancillary Document, as required by applicable Law, as set forth on Section 5.1(a) of the Company Group Disclosure Schedules, to reasonably comply with any applicable Pandemic Measures or as expressly consented to in writing by SPAC (it being agreed that any request for a consent shall not be unreasonably withheld, conditioned or delayed), (i) conduct its business operate the Business in the usual, regular and ordinary course in substantially the same manner as heretofore conductedand, (ii) pay its debts and Taxes when duewhere applicable, subject to good-faith disputes over such debts or Taxesconsistent with past practice, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions ofrespects, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (viii) use commercially reasonable efforts to keep available maintain and preserve intact the services of its present officers business organization, assets, properties and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member relations of the Company Group has and its Subsidiaries; provided that in no event shall the Company’s and its Subsidiaries’ compliance with Section 5.1(b) constitute a breach of this Section 5.1(a); and provided further, that any material business dealingsaction taken, all with or omitted to be taken, by the goal Company or any of preserving unimpaired its Subsidiaries, or by the goodwill and ongoing business Company Board or the board of directors (or equivalent) of any Subsidiary, to the extent such act or omission is reasonably determined by the Company, its Subsidiary, the Company Board or the board of directors (or equivalent) of the Company Group at relevant Subsidiary to be reasonably necessary or advisable to comply with any Pandemic Measures, shall in no event be deemed to constitute a breach of this Section 5.1 (provided, however, (1) that the Closing. The Company shall promptly notify Investors upon becoming aware give SPAC prior written notice of any event such act or occurrence or emergency which is material and not omission to the extent reasonably practicable and, in the ordinary course of business of any member of event that it is not reasonably practicable for the Company Group or any event having a Material Adverse Effect involving any member of to give the Company Group that arises during the period from the date of prior written notice described in this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermoreclause (1), the Company shall instead give such written notice to SPAC promptly notify Investors after such act or omission, and (2) in writing of no event shall any notice act or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered omission taken in accordance with this sentence be deemed to not constitute a breach of Section 10.7 hereof5.1 if the act or omission is of the type described in Section 5.1(b) (i), (ii), (iv), (v), (xii), (xiv), (xv) and (xviii)).

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or pursuant to its terms and the Closing, which consent shall not be unreasonably withheldEffective Time, the Company shall, and (which for the purposes of this Section 4.1 shall cause each member of include the Company Group and each of its subsidiaries) agrees, except to (i) conduct the extent that Purchaser shall otherwise consent in writing, to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) to keep financial records of the Company in accordance with sound business practices, to pay its debts and Taxes taxes when due, due subject to good-good faith disputes over such debts or Taxestaxes, (iii) to pay or perform other material obligations when due due, to file all necessary and/or required forms, reports and documents required to be filed with the SEC (including accounts payable)"Future SEC Reports") and to prepare such Future SEC Reports in accordance with the requirements of the Securities Act or the Exchange Act, subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions ofas the case may be, and perform in all material respects all its obligations underthe rules and regulations of the SEC thereunder applicable to such Future SEC Reports, any Contractincluding without limitation, (vSection 10(b)(5) of the Securities Act, and to use commercially reasonable efforts consistent with past practices and policies to preserve intact its the Company's present business organizations, (vi) use commercially reasonable efforts to the best of its ability and except as a result of announcement of the signing of this Agreement, to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to employees and preserve the its relationships with its material customers, suppliers, distributors, licensors, licensees licensees, and others having material business dealings with themthe Company, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with end that the goal of preserving unimpaired the Company's goodwill and ongoing business of the Company Group businesses be unimpaired at the ClosingEffective Time. The Company shall promptly notify Investors upon becoming aware Purchaser of any event or occurrence or emergency which is material and not in the ordinary course of business of the Company, and will not enter into or amend any member of the Company Group agreement or take any event having action which reasonably would be expected to have a Material Adverse Effect involving on the Company. Except as expressly provided for by this Agreement, the Company shall not, prior to the Effective Time or earlier termination of this Agreement pursuant to its terms, without the prior written consent of Purchaser, which consent will not be unreasonably withheld: (a) Accelerate, amend or change the period of exercisability of options or restricted stock, or reprice options granted under the Company Share Option Plans or authorize cash payments in exchange for any member options granted under any of such plans; (b) Create any new subsidiaries, or enter into partnership arrangements, joint ventures, joint development agreements or strategic alliances, agreements to create standards or agreements with "Standard" bodies; (c) Grant any severance or termination pay (i) to any executive officer or (ii) to any other employee except payments made in connection with the termination of employees who are not executive officers in amounts consistent with the Company's policies and past practices or pursuant to written agreements outstanding, or policies existing, on the date hereof and as previously disclosed in writing to Purchaser or pursuant to written agreements consistent with the Company's past agreements under similar circumstances; (d) Transfer or license to any person or entity or otherwise extend, amend or modify any rights to the Company Intellectual Property Rights (including rights to resell or relicense the Company Intellectual Property Rights) or enter into grants to future patent rights, other than End-User Licenses entered into in the ordinary course of business consistent with past practices (which End-User Licenses may include, without limitation, non-material changes, but may not include a right to modify, distribute or sublicense the software covered by such End-User Licenses, and which may include, or have in connection with such End-User License, a software escrow containing release conditions consistent with escrow agreements previously entered into by the Company); (e) Commence any litigation other than (i) for the routine collection of bills, (ii) for software piracy, or (iii) in such cases where the Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of the Company's business, provided that the Company Group that arises during consults with the period from Purchaser prior to the filing of such a suit; (f) Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its share capital, or split, combine or reclassify any of its share capital or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of share capital of the Company; (g) Repurchase or otherwise acquire, directly or indirectly, any Company Ordinary Shares; (h) Issue, deliver or sell or authorize or propose the issuance, delivery or sale of, any Company Ordinary Shares or any other security of the Company, or of any class or securities convertible into, or subscriptions, rights, warrants or options to acquire, or enter into other agreements or commitments of any character obligating it to issue, any such shares, securities or other convertible securities, other than (i) the issuance of shares of Company Ordinary Shares pursuant to the exercise of Company stock options or warrants therefor outstanding as of the date of this Agreement and continuing until consistent with the earlier terms of the termination date applicable Company Share Option Plan, and (ii) shares of this Agreement Company Ordinary Shares issuable to participants in the Stock Purchase Plan consistent with the terms of that Plan; (i) Cause, permit or propose any amendments to the Company's Memorandum of Association or Articles of Association or the Closing. FurthermoreArticles (or Certificates) of Incorporation or Bylaws of any of the Company's subsidiaries (other than any amendments specifically provided for in the Resolution); (j) Sell, lease, license, encumber or otherwise dispose of any of the Company's properties or assets which are material, individually or in the aggregate, to the business of the Company; (k) Incur any indebtedness for borrowed money (other than ordinary course trade payables or pursuant to existing credit facilities in the ordinary course of business) or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire debt securities of the Company or guarantee any debt securities of others; (l) Adopt or amend any Company Employee Benefit Plan or increase the salaries or wage rates of any of its employees (except for wage increases in the ordinary course of business and consistent with past practices), including but not limited to (but without limiting the generality of the foregoing), the Company shall promptly notify Investors in writing adoption or amendment of any notice share purchase or option plan, the entering into of any employment contract or the payment of any special bonus or special remuneration in excess of $50,000 to any individual director or employee, or $400,000 to all directors and employees; (m) Revalue any of the Company's assets, including without limitation writing down the value of inventory, writing off notes or accounts receivable other than in the ordinary course of business consistent with past practice; (n) Except as set forth in the Company Schedules, pay, discharge or satisfy in an amount in excess of $50,000 (in any one case) or $100,000 (in the aggregate), any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), including, without limitation, under any employment contract or with respect to any bonus or special remuneration, other than the payment, discharge or satisfaction in the ordinary course of business of liabilities and of the type reflected or reserved against in the Company Financials (or the notes thereto); (o) Except as set forth in the Company Schedules, make or change any material election in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any amendment to a material Return, enter into any closing agreement, settle any claim or assessment in respect of Taxes (except settlements effected solely through payment of immaterial sums of money), or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (p) Intentionally take any action, including the acceleration of vesting of any options, warrants, restricted shares or other communication from any third party alleging that rights to acquire shares of the consentsCompany Ordinary Shares, waiver or approval which would be reasonably likely to interfere with Purchaser's ability to account for the Acquisition as a pooling of such third party is or may be required interests; (q) Incur costs and expenses in excess of $1,250,000, in the aggregate, in connection with the executionpreparation, delivery or performance negotiation and execution of this Agreement and the completion of the transactions contemplated hereby, including without limitation, costs and expenses of lawyers, accountants, investment bankers and other consultants or representatives, but excluding any Related filing fees and printing and mailing costs incurred in connection with the Registration Statement or Proxy Statement and fees and expenses which may be owed to Broadview Associates; (r) Enter into any mortgage, indenture, lease, contract or other agreement, the terms of which conflict with or are violated by, or under which a default occurs or will occur, by or as a result of this Agreement or the consummation of the transactions contemplated hereby and thereby. All noticesAcquisition, request for consents and other communications pursuant which conflict, violation or default would, individually or collectively, be material; (s) Voluntarily enter into any agreement, judgment, injunction, order or decree binding upon the Company or its subsidiaries or the Company Intellectual Property Rights, which has or could reasonably be expected to Sections 5.1 and 5.2 shall have the effect of prohibiting or materially impairing any material current or currently proposed business practice of the Company, any acquisition of material property by the Company or the conduct of business by the Company as currently conducted or as proposed to be in writing and delivered in accordance with Section 10.7 hereof.conducted by the Company;

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during the period from (a) From and after the date of this Agreement hereof and continuing until prior to the earlier of the termination of Effective Time and the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (the “Termination Date”), except (i) as may be required by applicable Law, any Governmental Entity of competent jurisdiction or the Closingrules or regulations of the NYSE or the CSE, (ii) as may be agreed in writing in advance by Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (iii) as may be required or expressly permitted by this Agreement, (iv) as set forth in Section 6.1 of the Company Disclosure Letter or (v) for any action reasonably taken, or reasonably omitted to be taken, pursuant to any COVID-19 Measures, as otherwise necessary or appropriate to protect the health and safety of employees or others having business dealings with the Company, or in response to any bona fide Emergency, the Company shall, shall cause its Subsidiaries to, and shall cause each member of the Company Group to (i) conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to cause the Specified Joint Ventures to, conduct its business in all material respects in the ordinary course of business and use commercially reasonable efforts to (w) maintain existing relationships with Governmental Entities and material business relationships, (x) preserve intact its business organization, material assets, properties and Governmental Authorizations, (y) keep available the services of its present officers key employees and key (z) maintain its insurance coverage with regard to any material assets or properties; provided, that this sentence shall in no event prohibit allowing any Company Contracts with employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customersservice providers, suppliers, customers, distributors, licensors, licensees and others other Persons having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all relationships with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement Acquired Companies (or the Closing. FurthermoreSpecified Joint Ventures, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant as applicable) to Sections 5.1 and 5.2 shall be in writing and delivered expire in accordance with their terms; provided, further, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 10.7 hereof6.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such provision of Section 6.1(b).

Conduct of Business of the Company. Except as expressly contemplated by During the period from the date of this Agreement, or in Section 5.1 Agreement and continuing until the earlier of the Disclosure Scheduletermination of this Agreement or the Closing, or subject to the limitations set forth below, the Company agrees as to itself and each of its Subsidiaries (except to the extent that the Investors Parent shall otherwise consent in writing, which consent shall not be withheld without a business justification) to carry on its business in the usual, regular and ordinary course consistent with past practice, to pay its debts and Taxes when due (including without limitation the making of cash distributions for the payment of Taxes to the Sellers in a manner consistent with past practices), to pay or perform its other material obligations when due, and use all commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors and other Persons having business dealings with it. The Company has delivered concurrently herewith its capital improvement expenditures budget (the "Budget"), including a detailed description of all capital improvement expenditures for the Horseshoe Casino Hammond pavilion renovation, the Horseshoe Casino Hammond parking garaxx xxxxlopment (together, the "Hammond Expansion Project") and other planned capital improvement expenditures at Bossier Casino, Hammond Casino and Tunica Casino (together, the "Casino Properties"). Xxx Xxxpany shall use commercially reasonable efforts to make in all material respects the capital expenditures reflected in the Budget, subject to the reasonable judgment of the Company after consultation with Parent. Without limiting the generality of the foregoing and as an extension thereof and except as (i) expressly contemplated by this Agreement or (ii) disclosed on Section 6.1 of the Company Disclosure Letter, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, without the written consent of Parent (which consent shall not be unreasonably withheld, the Company shall, and shall cause each member of the Company Group to (i) conduct its withheld without a business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payablejustification), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing not and shall not permit any of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.its Subsidiaries to:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during the period from (a) From and after the date of this Agreement and continuing until the earlier of the Closing or the termination of this Agreement or in accordance with its terms (the Closing, which consent shall not be unreasonably withheld“Interim Period”), the Company shall, and shall cause each member its Subsidiaries to, except as expressly contemplated by this Agreement, any Contract disclosed on the Company Disclosure Schedules or any Ancillary Document, as required by applicable Law, as set forth on Section 5.1(a) of the Company Group Disclosure Schedules, to reasonably comply with any applicable Pandemic Measures or as expressly consented to in writing by SPAC (it being agreed that any request for a consent shall not be unreasonably withheld, conditioned or delayed), (i) conduct its business operate the Business in the usual, regular and ordinary course in substantially the same manner as heretofore conductedand, (ii) pay its debts and Taxes when duewhere applicable, subject to good-faith disputes over such debts or Taxesconsistent with past practice, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions ofrespects, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (viii) use commercially reasonable efforts to keep available maintain and preserve intact the services of its present officers business organization, assets, properties and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member relations of the Company Group has and its Subsidiaries; provided that in no event shall the Company’s and its Subsidiaries’ compliance with Section 5.1(b) constitute a breach of this Section 5.1(a); and provided further, that any material business dealingsaction taken, all with or omitted to be taken, by the goal Company or any of preserving unimpaired its Subsidiaries, or by the goodwill and ongoing business Company Board or the board of directors of any Subsidiary, to the extent such act or omission is reasonably determined by the Company, its Subsidiary, the Company Board or the board of directors of the Company Group at relevant Subsidiary to be reasonably necessary or advisable to comply with any Pandemic Measures, shall in no event be deemed to constitute a breach of this Section 5.1; provided, however, (1) that the Closing. The Company shall promptly notify Investors upon becoming aware give SPAC prior written notice of any event such act or occurrence or emergency which is material and not omission to the extent reasonably practicable and, in the ordinary course of business of any member of event that it is not reasonably practicable for the Company Group or any event having a Material Adverse Effect involving any member of to give the Company Group that arises during the period from the date of prior written notice described in this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermoreclause (1), the Company shall instead give such written notice to SPAC promptly notify Investors after such act or omission, and (2) in writing of no event shall any notice act or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered omission taken in accordance with this sentence be deemed to not constitute a breach of Section 10.7 hereof5.1 if the act or omission is of the type described in Section 5.1(b) (i), (ii), (iv), (v), (xii), (xiv), (xv) and (xviii)).

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or Agreement and subject to the restrictions contained in this Section 5.1 and in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing5.12, during the period from commencing on the date of this Agreement and continuing until ending on the earlier Closing Date (or the date on which this Agreement is terminated pursuant to its terms), the Seller shall (x) conduct the operations of the termination Company and its Subsidiaries in the ordinary course of business consistent with past practice, (y) use commercially reasonable efforts to preserve intact the business organization of the Company and its Subsidiaries, to retain the services of the current officers and key employees of the Company and its Subsidiaries, to maintain satisfactory relationships with the customers, suppliers and employees and others having business relationships with the Company and its Subsidiaries, and to maintain all material equipment of the Company and its Subsidiaries in good condition, excepting ordinary wear and tear, and (z) comply in all material respects with the material terms and conditions of the Company Permits and Company Material Contracts and shall maintain and renew all existing Company Permits and shall use its commercially reasonable efforts to apply for and obtain all additional Company Permits that may be necessary after the date hereof. The Seller shall permit a designee of the Buyers (the "Buyer Designee") to observe all financial and operational matters of the Companies and its Subsidiaries. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement or set forth in Section 5.1 of Seller Disclosure Letter, prior to the ClosingClosing Date, the Seller shall not permit the Company or any of its Subsidiaries to take any of the following actions without the prior written consent of the Buyers (which consent shall not be unreasonably withheld, conditioned or delayed, it being understood that a material impairment of the Company shall, and shall cause each member value of the Company Group to (i) conduct or its business in the usualSubsidiaries, regular and ordinary course in substantially the same manner taken as heretofore conducteda whole, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts resulting from or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new the following actions will be deemed a valid reason for withholding, conditioning or existing customerdelaying consent); provided, supplier, distributor, licensor, licensee or Person with whom any member that it is understood and agreed that if no response to a request for a consent has been received within two days of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with request to the executionBuyers, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 then such consent shall be in writing and delivered in accordance with Section 10.7 hereofdeemed given.

Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of (x) the termination of this Agreement and (y) the Effective Time, the Company agrees (unless the Company is required to take such action pursuant to this Agreement or Parent shall give its prior consent in writing), to carry on its business substantially in the usual, regular and ordinary course substantially consistent with past practice, to pay its Liabilities and Taxes consistent with the Company’s past practices, to pay or perform other obligations when due consistent with the Company's past practices (other than Liabilities, Taxes and other obligations, if any, contested in good faith), and, to the extent consistent with such business, to use commercially reasonable efforts to preserve substantially intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, independent contractors and other Persons having business dealings with it, all with the express purpose and intent of preserving substantially unimpaired its goodwill and ongoing businesses at the Effective Time. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent, take or agree in writing or otherwise to take, any action that would result in the occurrence of any of the changes described in Section 5.1 2.9 or any other action that would make any of its representations or warranties contained in this Agreement untrue or incorrect when made in any material respect. The Company shall not, without the prior written consent of Parent, take or agree in writing or otherwise to take, any action that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder or knowingly cause any condition to Parent’s closing obligations in Section 6.1 or Section 6.3 not to be satisfied. Without limiting the generality of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writingforegoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the ClosingEffective Time, which consent shall not be unreasonably withheldexcept as set forth in the Company Disclosure Schedule or as required or expressly permitted by this Agreement, the Company shall, and each of its Subsidiaries shall not (and shall cause each member of their respective Subsidiaries, if any, not to) do, cause or permit any of the Company Group to (i) conduct its business in following, without the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services prior written consent of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.Parent;

Conduct of Business of the Company. Except as expressly contemplated by this AgreementThe Company shall, or in Section 5.1 and shall cause each of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writingits Subsidiaries to, during the period from the date of this Agreement and continuing until the earlier of (i) the termination Effective Time and (ii) the first date on which Parent shall have exercised rights under Section 1.03 to designate at least a majority of the Board, except as expressly permitted by this Agreement Agreement, as set forth on Section 6.01 to the Company Disclosure Letter or as required by applicable Law or with the Closing, which prior written consent shall of Parent (not to be unreasonably withheld, conditioned or delayed), conduct its business in all material respects in the ordinary course of business, consistent with past practice (including with respect to future purchase commitments for each of the Company's brands; provided that such future purchase commitments will be reduced appropriately to account for any planned store closures) and, to the extent consistent therewith, the Company shall, and shall cause each member of the Company Group its Subsidiaries to, use reasonable best efforts to (i) conduct its business in the usual, regular maintain and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present and its Subsidiaries' business organizationsorganization, (vi) use commercially reasonable efforts to keep available the services of its present and its Subsidiaries' current officers and key employees, (vii) use commercially reasonable efforts to preserve the its and its Subsidiaries' present relationships and goodwill with its material customers, suppliers, lessors, distributors, licensors, licensees and others other Persons having material business dealings relationships with them, it or its Subsidiaries (it being agreed and (viii) use commercially reasonable efforts understood that no action by the Company or its Subsidiaries with respect to enter into legally binding agreements incorporating all material terms and conditions matters specifically addressed by any other provision of any new material arrangement, obligation, commitment or undertaking of any nature relating this Section 6.01 shall be deemed to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member be a breach of the Company Group has any material business dealings, all with foregoing unless such action would constitute a breach of such other provision of this Agreement). Without limiting the goal of preserving unimpaired the goodwill and ongoing business generality of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from foregoing, between the date of this Agreement and continuing until the earlier of the termination date of Effective Time, except as otherwise expressly permitted by this Agreement or as set forth on Section 6.01 of the Closing. FurthermoreCompany Disclosure Letter, the relevance of which disclosure to the appropriate subsection in this Section 6.01 is reasonably apparent on its face without the necessity of repetitive disclosure or cross-reference, or as required by applicable Law, the Company shall promptly notify Investors in writing not, nor shall it permit any of any notice its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.delayed):

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, Seller shall (except to the extent that Buyer shall otherwise consent in writing, which consent shall will not be unreasonably withheld, conditioned or delayed) cause the Company shall, and shall cause each member of the Company Group shall agree to (i) conduct carry on its business diligently in the usual, regular and ordinary course in substantially the same manner as heretofore conductedconsistent with past practice, (ii) pay its debts when due and to pay its Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform its other material obligations when due (including accounts payable), subject and to good-faith disputes over such obligations, (iv) observe in use all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to maintain in full effect the Company Permits, keep and maintain the assets used in the Business in good operating condition and repair, maintain the business organization of the Company intact and preserve the goodwill of the suppliers, contractors, licensors, Employees, customers, distributors and others having business relations with the Company, make available to Buyer and Parent Xxxxxxxx Xxxxxxx (or an executive knowledgeable about the Business designated by ROC’s President and Chief Executive Officer should Xx. Xxxxxxx become unavailable for reasons beyond the control of Xx. Xxxxxxx or the Company), upon reasonable prior notice to ROC’s President and Chief Executive Officer, Xxxx Xxxx, and in a manner that reasonably minimizes the interference with Xx. Xxxxxxx’x performance of his duties to the Company and the disruption to the Company’s business activities, and not terminate the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the ClosingXx. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during Xxxxxxx. During the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, Seller shall not, and shall cause the Company shall promptly notify Investors in writing and its respective Affiliates not to, and the Company agrees not to, attempt to persuade or solicit any Employee, or any individual who devotes a majority of any notice his or other communication from any third party alleging that her time to the consentsBusiness, waiver not to continue his or approval of such third party is her employment or engagement, as the case may be required in connection be, with the execution, delivery or performance of this Agreement or any Related Agreement or Company after the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereofClosing.

Conduct of Business of the Company. Except as expressly contemplated permitted or required by this AgreementAgreement or with the prior written consent of Parent (which consent Parent shall use its commercially reasonable efforts to provide or withhold within three (3) Business Days of the Company’s request therefor, and which consent otherwise shall not be unreasonably withheld, delayed or conditioned) during the period from the date of this Agreement until the Effective Time, or the date (if any) on which this Agreement is terminated pursuant to Section 8.1, the Company shall, and shall cause each of its Subsidiaries to, (w) conduct its business and operations in Section 5.1 the ordinary course in all material respects consistent with past practice, (x) use reasonable best efforts to maintain and preserve intact its business organization and advantageous business relationships and retain the services of its officers and key employees, (y) keep in full force and effect (with the same scope and limits of coverage) all insurance policies in effect as of the Disclosure Schedule, date of this Agreement covering its material assets and (z) take no action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of any party to obtain any necessary approvals of any Governmental Authority required for the Transactions or to perform its covenants and agreements under this Agreement or to consummate the extent that Transactions. Without limiting the Investors shall otherwise consent in writinggenerality of the foregoing, during the period from the date of this Agreement and continuing until to the earlier Effective Time, or the date (if any) on which this Agreement is terminated pursuant to Section 8.1, except as set forth in Section 5.1 of the termination of Company Disclosure Schedule and except as expressly permitted or required by this Agreement or Parent, the ClosingCompany shall not, and shall cause its Subsidiaries not to, without the prior written consent of Parent (which consent Parent shall use its commercially reasonable efforts to provide or withhold within three (3) Business Days of the Company’s request therefor, and which consent otherwise shall not be unreasonably withheld, the Company shall, and shall cause each member of the Company Group to (i) conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts delayed or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.conditioned):

Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees, unless otherwise required pursuant to the express terms of this Agreement or if Parent has given its prior consent in writing (which consent shall not be unreasonably withheld), to carry on, and to cause each Company Subsidiary to carry on, its business in the usual, regular and ordinary course of business, to pay, and to cause each Company Subsidiary to pay, its Liabilities and Taxes when due in the usual, regular and ordinary course of business, to pay or perform and to cause each Company Subsidiary to pay or perform its other obligations when due in the usual, regular and ordinary course of business (other than Liabilities, Taxes and other obligations, if any, contested in good faith through appropriate proceedings), and to use, and to cause each Company Subsidiary to use, reasonable efforts to preserve intact its business organization, keep available the services of its officers and key employees and preserve its relationships with key providers, subscribers, suppliers, licensors, licensees, independent contractors and other Persons having business dealings with the Company and/or the Company Subsidiaries, and maintain the Company's and the Company Subsidiaries' respective Permits and Approvals, all with the express purpose and intent of preserving unimpaired the Company's and each Company Subsidiary's goodwill and ongoing business through the Effective Time. Except as otherwise expressly contemplated permitted by this Agreement, neither the Company nor either Company Subsidiary shall, without the prior written consent of Parent (which consent shall not be unreasonably withheld), take or agree in writing or otherwise to take any action that would make any of the Company's representations or warranties contained in this Agreement to be untrue or incorrect or prevent the Company from performing, or cause the Company not to perform, its agreements and covenants hereunder or knowingly cause any condition to Parent's closing obligations in Section 5.1 7.1 or Section 7.3 not to be satisfied. Without limiting the generality of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writingforegoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the ClosingEffective Time, except as required or expressly permitted by this Agreement, neither the Company nor any Company Subsidiary shall cause or permit any of the following with respect to the Company or any Company Subsidiary, without the prior written consent of Parent (which consent shall (i) not be unreasonably withheld, except in the Company shallcase of those matters set forth in subsections (e) and (v) below, with respect to which Parent may grant or deny consent in its sole and absolute discretion, and shall cause each member of the Company Group to (i) conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions ofbe granted as promptly as reasonably practicable, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event within two Business Days, or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the such shorter period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or as may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant warranted due to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.exigent circumstances):

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement and continuing until to the earlier of the termination of this Agreement or the Closing, which consent shall not be unreasonably withheldClosing Date, the Company shall, and shall cause each member of the Company Group to (i) conduct its business in the usual, regular respective operations only according to its ordinary and ordinary usual course in substantially the same manner as heretofore conducted, (ii) pay of business; use its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to to: (a) preserve intact its present business organizations, (vib) use commercially reasonable efforts to keep available the services of its present officers and key employees, employees and (viic) use commercially reasonable efforts to preserve the maintain its relationships and goodwill with its material customerslicensors, suppliers, distributors, licensorscustomers, licensees landlords, employees, agents and others having material business dealings relationships with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closingit. The Company shall promptly notify Investors upon becoming aware confer with the Purchaser concerning operational matters of a material nature and report periodically to the Purchaser concerning the business, operations and finances of the Company. Notwith- standing the two immediately preceding sentences, prior to the Closing Date, except as may be first approved in writing by the Purchaser, except for Permitted Payments or Assignments, and except as is otherwise permitted or required by this Agreement, the Company shall, (a) refrain from amending or modifying its Certificate of Incorporation or By-Laws from its form on the date of this Agreement; (b) refrain from paying or increasing any bonuses, salaries, or other compensation to any director, officer, employee or stockholder or entering into any employment, severance, or similar agreement with any director, officer, or employee; (c) refrain from the adopting or increasing of any event profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or occurrence other employee benefit plan for or emergency which is with any of its employees; (d) refrain from entering into any material contract or commitment except material contracts and not commitments in the ordinary course of business consistent with past practice; (e) refrain from increasing its indebtedness for borrowed money, except current borrowings in the ordinary course of business; (f) refrain from paying its indebtedness; (g) refrain from cancelling or waiving any member claim or right of substantial value which individually or in the Company Group aggregate is material; (h) refrain from declaring or paying any event having a Material Adverse Effect involving dividends or other cash distributions to any member Seller including, without limitation, dividends or other cash distributions to the Sellers to meet any income tax obligations of the Company Group that arises during the period such Sellers resulting from the date Company's status as an "S" corporation; (i) refrain from redeeming, purchasing or otherwise acquiring any of its capital stock; (j) refrain from making any material change in accounting methods or practices, except as required by law or generally accepted accounting principles; (k) except for the issuance of an aggregate of 19.742491 shares of Common Stock to the Prospective Stockholders in the amounts described in the preamble to this Agreement (provided that each such Prospective Stockholder shall have, at the time of such issuance, executed and delivered to the Purchaser a counterpart signature page of this Agreement and continuing until ANNEX I appropriately revised), refrain from issuing or selling any shares of capital stock or any other securities, or issuing any securities convertible into, or options, warrants or rights to purchase or subscribe to, or entering into any arrangement or contract with respect to the earlier issue and sale of, any shares of its capital stock or any other securities, or making any other changes in its capital structure; (l) refrain from selling, leasing or otherwise disposing of any material asset or property; (m) refrain from entering into any commitment for the making of a capital expenditure, except in the ordinary course of business consistent with past practice; (n) refrain from writing off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business charged to applicable reserves, none of which individually or in the aggregate is material; and (o) refrain from agreeing in writing to do any of the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereofforegoing.

Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company agrees (unless the Company is required to take such action pursuant to this Agreement or Acquiror shall give its prior consent in writing which consent shall not be unreasonably withheld) to carry on its business in the usual, regular and ordinary course consistent with past practice and in any event consistent with the Company's 2000 Operating Plan provided prior to the date of this Agreement to Acquiror, to pay its Liabilities and Taxes consistent with the Company's past practices (and in any event when due, unless subject to a good faith dispute), to pay or perform other obligations when due consistent with the Company's past practices (other than Liabilities, Taxes and other obligations, if any, contested in good faith through appropriate proceedings), and, to the extent consistent with such business, to use reasonable efforts and institute all policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, independent contractors and other Persons having business dealings with it, all with the express purpose and intent of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Acquiror, take or agree in writing or otherwise to take, any action that would result in the occurrence of any of the changes described in Section 5.1 3.6 of this Agreement. Without limiting the generality of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writingforegoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the ClosingEffective Time, which consent shall not be unreasonably withheld, except as set forth in the Company shall, and shall cause each member of the Company Group to (i) conduct its business in the usual, regular and ordinary course in substantially the same manner Disclosure Schedule or as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts required or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of expressly permitted by this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. FurthermoreAgreement, the Company shall promptly notify Investors in writing of not do, cause or permit any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All noticesfollowing, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.without the prior written consent of Acquiror:

Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company agrees (unless the Company is required to take such action pursuant to this Agreement or Broadcom shall give its prior consent in writing which consent shall not be unreasonably withheld) to carry on its business in the usual, regular and ordinary course consistent with past practice and in any event consistent with the Company's 2000 Operating Plan attached hereto, to pay its Liabilities and Taxes consistent with the Company's past practices (and in any event when due), to pay or perform other obligations when due consistent with the Company's past practices (other than Liabilities, Taxes and other obligations, if any, contested in good faith through appropriate proceedings), and, to the extent consistent with such business, to use reasonable efforts and institute all policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, independent contractors and other Persons having business dealings with it, all with the express purpose and intent of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Broadcom (which consent will not be unreasonably withheld), take or agree in writing or otherwise to take, any action that would result in the occurrence of any of the changes described in Section 5.1 2.9 of this Agreement, or any other action that would make any of its representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder or knowingly cause any condition to Broadcom's closing obligations in Section 6.1 or Section 6.3 not to be satisfied. Without limiting the generality of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writingforegoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the ClosingEffective Time, except as set forth in the Company Disclosure Schedule or as required or expressly permitted by this Agreement, the Company shall not do, cause or permit any of the following, without the prior written consent of Broadcom (which consent shall not be unreasonably withheld, the Company shall, and shall cause each member of the Company Group to (i) conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.):

Conduct of Business of the Company. Except as expressly contemplated by this AgreementThe Company shall, or in Section 5.1 and shall cause each of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writingits Subsidiaries to, during the period from the date of this Agreement and continuing until the earlier of (i) the termination Effective Time and (ii) the first date on which Parent shall have exercised rights under Section 1.03 to designate at least a majority of the Board, except as expressly permitted by this Agreement Agreement, as set forth on Section 6.01 to the Company Disclosure Letter or as required by applicable Law or with the Closing, which prior written consent shall of Parent (not to be unreasonably withheld, conditioned or delayed), conduct its business in all material respects in the ordinary course of business, consistent with past practice (including with respect to future purchase commitments for each of the Company’s brands; provided that such future purchase commitments will be reduced appropriately to account for any planned store closures) and, to the extent consistent therewith, the Company shall, and shall cause each member of the Company Group its Subsidiaries to, use reasonable best efforts to (i) conduct its business in the usual, regular maintain and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present and its Subsidiaries’ business organizationsorganization, (vi) use commercially reasonable efforts to keep available the services of its present and its Subsidiaries’ current officers and key employees, (vii) use commercially reasonable efforts to preserve the its and its Subsidiaries’ present relationships and goodwill with its material customers, suppliers, lessors, distributors, licensors, licensees and others other Persons having material business dealings relationships with them, it or its Subsidiaries (it being agreed and (viii) use commercially reasonable efforts understood that no action by the Company or its Subsidiaries with respect to enter into legally binding agreements incorporating all material terms and conditions matters specifically addressed by any other provision of any new material arrangement, obligation, commitment or undertaking of any nature relating this Section 6.01 shall be deemed to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member be a breach of the Company Group has any material business dealings, all with foregoing unless such action would constitute a breach of such other provision of this Agreement). Without limiting the goal of preserving unimpaired the goodwill and ongoing business generality of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from foregoing, between the date of this Agreement and continuing until the earlier of the termination date of Effective Time, except as otherwise expressly permitted by this Agreement or as set forth on Section 6.01 of the Closing. FurthermoreCompany Disclosure Letter, the relevance of which disclosure to the appropriate subsection in this Section 6.01 is reasonably apparent on its face without the necessity of repetitive disclosure or cross-reference, or as required by applicable Law, the Company shall promptly notify Investors in writing not, nor shall it permit any of any notice its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.delayed):

Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company agrees (unless the Company is required to take such action pursuant to this Agreement or Acquirer shall give its prior consent in writing) to carry on its business in the usual, regular and ordinary course consistent with past practice, to pay its Liabilities and Taxes consistent with the Company’s past practices (and in any event when due), to pay or perform other obligations when due consistent with the Company’s past practices (other than Liabilities, Taxes and other obligations, if any, contested in good faith through appropriate proceedings), and, to the extent consistent with such business, to use all commercially reasonable efforts and institute all policies reasonably required to preserve intact its present business organization, preserve and maintain the value of its assets, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, independent contractors and other Persons having business dealings with it, all with the express purpose and intent of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Acquirer, take or agree in writing or otherwise to take, any action that would make any of its representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder or knowingly cause any condition to Acquirer’s closing obligations in Section 5.1 8.1 or Section 8.3 not to be satisfied. Without limiting the generality of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writingforegoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the ClosingEffective Time, which consent shall not be unreasonably withheld, the Company shall, and shall cause each member of the Company Group to (i) conduct the Company shall cause its officers to report regularly to Acquirer concerning the status of the Company’s business in and notify Acquirer of any materially negative event known to the usualCompany involving or adversely affecting the Company or its businesses, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not except as set forth in the ordinary course of business of any member of the Company Group Disclosure Schedule or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of as required or expressly permitted by this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. FurthermoreAgreement, the Company shall promptly notify Investors in writing of not do, cause or permit any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All noticesfollowing, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall without the prior written consent of Acquirer, which consent will not be in writing and delivered in accordance with Section 10.7 hereof.unreasonably withheld or delayed:

Conduct of Business of the Company. Except From the date hereof until the Closing and except as expressly contemplated by this Agreement, otherwise specified herein or in Section 5.1 of the Disclosure Schedulea Schedule hereto, or to the extent that the Investors shall otherwise consent in writing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, which consent shall not be unreasonably withheld, Seller will cause the Company shall, and shall cause each member of the Company Group to (i) conduct its business only in the usual, regular ordinary and ordinary usual course and in a manner substantially the same manner as heretofore conductedconsistent with past practices, (ii) pay maintain in good repair, at its debts expense, all of its material properties necessary to the operation of the business of the Company and Taxes when dueits Subsidiaries, subject to good-faith disputes over such debts or Taxes, and (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all use its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable best efforts to preserve the its present relationships with its material customerslicensors, suppliers, distributorsdealers, licensors, licensees customers and others having material business dealings relationships with themthe Company or any of its Subsidiaries and maintain the material rights and franchises of the Company and its Subsidiaries. Trigon and Seller will cause the management of the Company to meet with Buyer as reasonably requested on a regular basis to discuss the general status of the ongoing operations of the Company and any material developments relating to its business. Trigon and Seller will as promptly as practicable notify Buyer (w) of any emergency or material change in the normal conduct of the business or operations of the Company and its Subsidiaries, (x) of the threat of, or initiation of, any litigation involving the Company or any of its Subsidiaries, (y) of the initiation of any investigation of the Company or any of its Subsidiaries by any party, whether private or governmental, and (viiiz) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of budget revisions involving the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at and its Subsidiaries; will keep Buyer reasonably informed of developments with respect to such events; and will afford Buyer's representatives access that is reasonable under the Closingcircumstances to all materials in its possession relating thereto upon reasonable notice. The Notwithstanding the foregoing, Seller and its Affiliates (other than the Company and its Affiliates) may, in their sole discretion and without any need to consult with Buyer, take any action they deem appropriate with respect to any litigation, arbitration or other proceeding Seller and such Affiliates may be a party to, whether actual or threatened, relating to disputes with the selling shareholders of Computerized Medical Communications, Inc. and its affiliate CMC Technologies Corp. (collectively, the "CMC Dispute"), including, but not limited to, settlement, indemnification, release or forbearance; provided, however, that no such action shall promptly notify Investors upon becoming aware restrict or adversely affect the Company or any of any event its Subsidiaries. To the extent reasonably requested by Seller or occurrence such Affiliates after the Closing Date, Buyer will make available to Seller or emergency which is material such Affiliates on a timely basis and not in the ordinary course of during normal business of any member hours such books, records, documents and employees of the Company Group and its Subsidiaries as Seller may deem necessary or any event having advisable in order to deal with the CMC Dispute. Any reasonable third-party out-of- pocket expenses incurred by the Company or its Affiliates as a Material Adverse Effect involving any member result of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 preceding sentence shall be in writing and delivered in accordance with Section 10.7 hereofreimbursed by Trigon as promptly as practicable after presentation of a reasonably detailed invoice describing such expenses.

Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Closing, the Company agrees (unless the Company is required to take such action pursuant to this Agreement or Acquirer shall give its prior consent in writing which consent shall not be unreasonably withheld) to carry on its business in the usual, regular and ordinary course consistent with past practice to pay its Liabilities and Taxes consistent with the Company’s past practices (and in any event when due), to pay or perform other obligations when due consistent with the Company’s past practices (other than Liabilities, Taxes and other obligations, if any, contested in good faith through appropriate proceedings), and, to the extent consistent with such business, to use all commercially reasonable efforts to preserve its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, independent contractors and other Persons having business dealings with it, all with the express purpose and intent of preserving its goodwill and ongoing businesses at the Closing Date. In addition, the Company shall, prior to the Closing, cooperate in good faith with Acquirer to facilitate the transition of the Company’s customers and vendors, including, but not limited to, obtaining assignments, consents, and assurances from such customers and vendors with respect to the Acquisition. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Acquirer, take or agree in writing or otherwise to take, any action that would make any of its representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder or knowingly cause any condition to Acquirer’s closing obligations in Section 5.1 7.1 or Section 7.3 not to be satisfied. Without limiting the generality of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writingforegoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, which consent shall not be unreasonably withheld, the Company shall, and shall cause each member of the Company Group to (i) conduct the Company shall cause its business officers to report regularly (but in no event less frequently than weekly) to Acquirer concerning the usualstatus of the Company’s business, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not except as set forth in the ordinary course of business of any member of the Company Group Disclosure Schedule or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of as required or expressly permitted by this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. FurthermoreAgreement, the Company shall promptly notify Investors in writing of not do, cause or permit any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All noticesfollowing, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.without the prior written consent of Acquirer:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, which consent shall not be unreasonably withheldEffective Time, the Company shall, and shall cause each member agrees to operate the business of the Company Group and to (i) cause its subsidiaries to conduct its business their respective businesses in the usualOrdinary Course of Business, regular including with respect to the allocation of employees and ordinary course in substantially other resources to Table of Contents execute on existing SKU plans, except (a) with the same manner prior written consent of Parent or (b) as heretofore conducted, (ii) pay its debts and Taxes when due, subject specifically required by this Agreement. The Company agrees to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject use all reasonable efforts to good-faith disputes over such obligations, (iv) observe comply in all material respects with applicable Law, to pay or perform all provisions ofmaterial obligations (including Tax obligations and Contract obligations) when due, to preserve or renew existing insurance coverage, material Permits and Registered Intellectual Property, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its the present business organizationsorganizations of the Company, (vi) use commercially reasonable efforts to keep available the services of its the present officers and key employeesother employees and consultants of the Company and its subsidiaries, (vii) use commercially reasonable efforts to preserve the Company’s assets and technology and preserve the material relationships of the Company and its subsidiaries with its material customers, suppliers, distributors, licensors, licensees licensees, and others having material business dealings with them. Subject to compliance with applicable Law, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company shall confer from time to time as reasonably requested by Parent to meet with one or more representatives of Parent to discuss any material changes or developments in the operational matters of the Company and its subsidiaries and the general status of the ongoing operations of the Company and its subsidiaries. The Company shall assure that each of its Contracts entered into after the date of this Agreement will not require the procurement of any consent, waiver or novation or provide for any change in the obligations of any Person in connection with, or terminate as a result of the consummation of, the Merger. Without limiting the generality of the foregoing, except (i) with the prior written consent of Parent, (ii) as otherwise set forth in Schedule 4.1, or (ii) as specifically required by this Agreement, neither the Company nor any of its subsidiaries shall from and after the date of this Agreement until the earlier of the termination of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.Effective Time:

Conduct of Business of the Company. Except as During the period beginning on the date of this Agreement and ending at the Effective Time (the "Restricted Period"), the Company agrees, and agrees to cause its Subsidiaries (except to the extent expressly contemplated by this Agreement, required by applicable rule or regulation or as consented to in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closingwriting by Parent, which consent shall not be unreasonably delayed or withheld), the Company shall, to carry on its and shall cause each member of the Company Group to (i) conduct its Subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) to pay and to cause its Subsidiaries to pay debts and Taxes when due, due subject to good-good faith disputes over such debts or Taxes, (iii) to pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions ofdue, and perform in all material respects all its obligations under, any Contract, (v) to use commercially reasonable efforts consistent with past practices practice and policies to preserve intact its and its Subsidiaries' present business organizations, (vi) use commercially reasonable efforts consistent with past practice to keep available the services of its and its Subsidiaries' present officers and key employees, (vii) employees and use commercially reasonable efforts consistent with past practice to preserve the its and its Subsidiaries' relationships with its material customers, suppliers, distributors, licensors, licensees licensees, and others having material business dealings with themit or its Subsidiaries. During the Restricted Period, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall further agrees to promptly notify Investors upon becoming aware Parent of any event or occurrence or emergency which is (i) that would result in a material and not in the ordinary course of business breach of any member covenant or agreement of the Company Group or any of its Subsidiaries set forth in this Agreement, (ii) that would cause any representation or warranty of the Company set forth in this Agreement to be untrue in any material respect as of the date of such event having or occurrence, or (iii) which, individually or in the aggregate, would have a Material Adverse Effect involving any member of on the Company Group that arises during Company. During the period from the date of Restricted Period, except as expressly contemplated by this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. FurthermoreAgreement, the Company shall promptly notify Investors in writing of not do, cause or permit any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All noticesfollowing, request for consents and other communications pursuant or allow, cause or permit any of its Subsidiaries to Sections 5.1 and 5.2 do, cause or permit any of the following, without the prior written consent of Parent (which consent shall not be in writing and delivered in accordance with Section 10.7 hereof.unreasonably delayed or withheld):

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with its terms or the ClosingEffective Time, which consent shall not be unreasonably withheld, the Company shall, and shall cause each member of the Company Group and each Principal Stockholder agrees to (i) conduct the business of the Company and its business Subsidiaries, except to the extent that Acquiror shall otherwise consent in writing, in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) to pay its the debts and Taxes any Tax of the Company and its Subsidiaries when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable)due, subject and, to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts the extent Table of Contents consistent with past practices and policies such business, to preserve intact its the present business organizationsorganizations of the Company and its Subsidiaries, (vi) use commercially reasonable efforts to keep available the services of its the present officers and key employees, (vii) use commercially reasonable efforts to employees of the Company and its Subsidiaries and preserve the relationships of the Company and its Subsidiaries with its material customers, suppliers, distributors, licensors, licensees licensees, and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business businesses of the Company Group and its Subsidiaries at the ClosingEffective Time. The Company shall promptly notify Investors upon becoming aware Acquiror of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group and any material event involving the Company or any event having a Material Adverse Effect involving any member of the Company Group its Subsidiaries that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with its terms or the Effective Time. Except as expressly contemplated by this Agreement and except as expressly set forth in Section 10.7 hereof.5.1 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries shall, and the Principal Stockholder shall not allow the Company or any of its Subsidiaries to, without the prior written consent of Acquiror, from and after the date of this Agreement:

Conduct of Business of the Company. Except as expressly contemplated by this AgreementThe Company shall, or in Section 5.1 and shall cause each of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writingits Subsidiaries to, during the period from the date of this Agreement and continuing until the earlier of (i) the termination Offer Closing and (ii) the Appointment Time, except as otherwise expressly permitted by this Agreement, as set forth on Section 6.01 to the Company Disclosure Letter or as required by applicable Law or with the prior written consent of this Agreement Parent (not to be unreasonably withheld, conditioned or the Closingdelayed), which consent shall not may be unreasonably withheldmade by electronic mail, conduct its business in all material respects in the ordinary course of business, consistent with past practice and, to the extent consistent therewith, the Company shall, and shall cause each member of the Company Group its Subsidiaries to, use reasonable best efforts to (i) conduct its business in the usual, regular maintain and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present and its Subsidiaries’ business organizationsorganization, (vi) use commercially reasonable efforts to keep available the services of its present and its Subsidiaries’ current officers and key employees, (vii) use commercially reasonable efforts to preserve the its and its Subsidiaries’ present relationships and goodwill with its material customers, suppliers, lessors, distributors, licensors, licensees and others other Persons having material business dealings relationships with them, it or its Subsidiaries (it being agreed and understood that no action by the Company or its Subsidiaries with respect to matters specifically addressed in clauses (viiia) use commercially reasonable efforts through (m) of this Section 6.01 shall be deemed to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member be a breach of the Company Group has any material business dealings, all with foregoing unless such action would constitute a breach of such other provision of this Agreement). Without limiting the goal of preserving unimpaired the goodwill and ongoing business generality of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from foregoing, between the date of this Agreement and continuing until the earlier of (i) the termination date of Offer Closing, and (ii) the Appointment Time, except as otherwise expressly permitted by this Agreement or as set forth in Section 6.01 of the Closing. FurthermoreCompany Disclosure Letter, the relevance of which disclosure to the appropriate subsection in this Section 6.01 is reasonably apparent on its face without the necessity of repetitive disclosure or cross-reference, or as required by applicable Law, the Company shall promptly notify Investors in writing not, nor shall it permit any of any notice its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.delayed):

Conduct of Business of the Company. Concurrently with the execution of this Agreement, the Company shall have submitted a Working Operating Plan in a form previously approved by Acquirer. The Working Operating Plan shall, among other matters, contain a detailed spending budget and set forth a maximum dollar amount to be spent by the Company (the “Spending Limit”) between the date of this Agreement and the Closing Date. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Closing, the Company agrees (unless the Company is required to take such action pursuant to this Agreement or by applicable Law or Acquirer shall give its prior consent in writing, which shall not be unreasonably withheld, conditioned or delayed) to, and to cause its Subsidiaries to, carry on the Business in the usual, regular and ordinary course consistent with past practice and in any event in accordance with the Working Operating Plan, to pay its Liabilities and Taxes consistent with the Company’s and its Subsidiaries’ past practices (and in any event when due), to pay or perform other obligations when due consistent with the Company’s and its Subsidiaries’ past practices (other than Liabilities, Taxes and other obligations, if any, contested in good faith through appropriate proceedings), and, to the extent consistent with such business, to use all commercially reasonable efforts to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, independent contractors and other Persons having business dealings with the Company and its Subsidiaries. In addition, prior to Closing, the Company shall, and shall cause its Subsidiaries to, cooperate in good faith with Acquirer to facilitate the transition of the Company’s and its Subsidiaries’ customers and vendors, including, but not limited to, obtaining assignments, consents, and assurances from such customers and vendors with respect to the Merger if reasonably requested by Acquirer. Except as expressly contemplated by this Agreement, the Company shall not, and shall cause its Subsidiaries not to, without the prior written consent of Acquirer, take or agree in writing to take, any action that would make any of their representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent the Company from performing, or knowingly cause the Company not to perform its agreements and covenants hereunder, or knowingly cause any condition to Acquirer’s closing obligations in Section 5.1 7.1 or Section 7.3 not to be satisfied. Without limiting the generality of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writingforegoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, (i) the Company shall cause its officers to report regularly (but in no event less frequently than every week) to Acquirer concerning the status of the Business if requested by Acquirer, and (ii) except as set forth in Section 4.1 of the Disclosure Schedule or as required or permitted by this Agreement or the Plan, the Company shall not do, knowingly cause or authorize any of the following, including by any Subsidiary (unless the Company or such Subsidiary is required to take such action pursuant to this Agreement or by applicable Law), without the prior written consent of Acquirer, which consent shall not be unreasonably withheld, the Company shall, and shall cause each member of the Company Group to (i) conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts conditioned or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.delayed:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the ClosingEffective Time, the Company shall operate the business of the Company, in the ordinary course of business consistent with past practices, except (a) as expressly set forth in Annex 1 hereto, (b) with the prior written consent of Parent (the decision with respect to which consent shall will not be unreasonably withheld, the delayed) or (c) as expressly contemplated by this Agreement. The Company shall, agrees to pay Indebtedness for borrowed money and shall cause each member Taxes of the Company Group to (i) conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payablesubject to the right of Parent to review and approve any Tax Returns in accordance with this Agreement), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to pay or perform other obligations when due, and, to the extent consistent therewith, to preserve intact the present business organizations of the Company, keep available the services of its the present officers and key employeesEmployees of the Company, (vii) use commercially reasonable efforts to preserve the assets and technology of the Company and preserve the relationships of the Company with its material customers, suppliers, distributors, licensors, licensees licensees, and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealingsit, all with the goal of preserving unimpaired the goodwill and ongoing business businesses of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware Parent of any material event or occurrence or emergency which is material and not in the ordinary course of business of any member of involving the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from commencing with the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the ClosingEffective Time. FurthermoreWithout limiting the generality of the foregoing, except (i) as expressly contemplated by this Agreement, (ii) as expressly set forth in Annex 1 hereto, or (iii) with the prior written consent of Parent (the decision with respect to which will not be unreasonably delayed), the Company shall promptly notify Investors in writing of any notice or other communication not from any third party alleging that and after the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance date of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.Agreement:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during the period from (a) From and after the date of this Agreement and continuing until the earlier of the Closing or the termination of this Agreement or the Closing, which consent shall not be unreasonably withheldin accordance with its terms, the Company shall, and shall cause each member its Subsidiaries to, except as expressly contemplated by this Agreement or any Ancillary Document, as required by applicable Law, as set forth on Section 6.1(a) of the Company Group Disclosure Schedules, or as consented to in writing by IIAC (such consent not to be unreasonably withheld, conditioned or delayed), (i) conduct its operate the business of the Group Companies in the usual, regular and ordinary course consistent with past practice in substantially the same manner as heretofore conductedall material respects, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices to maintain and policies to preserve intact the current business organization, assets, properties and ongoing businesses of the Company and its present business organizationsSubsidiaries, and maintain the existing relations and goodwill of the Company and its Subsidiaries with customers, suppliers, joint venture partners, and creditors of the Company and its Subsidiaries and (viiii) use commercially reasonable efforts to keep available the services of their present officers. Notwithstanding anything to the contrary contained herein, nothing herein shall prevent the Company or any of its present officers and key employeesSubsidiaries from taking or failing to take any action in anticipation of or response to the actual or anticipated effects on the Company or any of its Subsidiaries of COVID-19 or any other outbreak of contagious disease, (vii) use commercially reasonable efforts to preserve epidemic or pandemic or any COVID-19 Measures, including the relationships with its material customersestablishment of any policy, suppliers, distributors, licensors, licensees and others having material business dealings with themprocedure or protocol, and (viiix) use commercially reasonable efforts no such actions or failure to enter into legally binding agreements incorporating take such actions shall be deemed to violate or breach this Agreement in any way, (y) all material terms and conditions of any new material arrangement, obligation, commitment such actions or undertaking of any nature relating failure to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company take such actions shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not be deemed to constitute an action taken in the ordinary course of business of any member of the Company Group business, and (z) no such actions or any event having failure to take such actions shall serve as a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of basis for IIAC to terminate this Agreement or assert that any of the Closing. Furthermoreconditions to the Closing contained herein have not been satisfied; provided that to the extent practicable, prior to taking any such material actions the Company shall use good faith efforts to provide written notice to IIAC and consult with IIAC on such actions or, if not practicable, shall provide written notice reasonably promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereofthereafter.

Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Closing, the Company shall, and shall cause u-Nav Finland to (in each case except to the extent (a) the Company or such Seller is required to take, or prohibited from taking, action pursuant to this Agreement or applicable Law or (b) Acquirer shall give its prior consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed) (i) carry on its business in the ordinary course consistent with past practice, (ii) pay its Liabilities and Taxes consistent with the Seller’s past practice and to pay or perform other obligations when due consistent with the Seller’s past practice, or to contest such Liabilities, Taxes or obligations in good faith through appropriate proceedings, and (iii) to the extent consistent with its business, to use commercially reasonable efforts to (A) preserve intact its present business organization, (B) keep available the services of its present officers and the Key Employees consistent with this Agreement and (C) preserve its relationships with customers, suppliers, distributors, licensors, licensees, independent contractors and other Persons having material business dealings with it, all with the express purpose and intent of preserving unimpaired its goodwill and ongoing businesses at the Closing Date. In addition, prior to the Closing, the Sellers and Acquirer shall cooperate in good faith with each other to facilitate the transition of the Sellers’ customers and vendors to Acquirer upon the Closing, including, but not limited to, obtaining any required assignments, consents, and assurances from such customers and vendors with respect to the Acquisition. Except as expressly contemplated by this Agreement, or in Section 5.1 neither party shall, without the prior written consent of the Disclosure Scheduleother, take or agree in writing or otherwise to take, any action that would make any of its representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent them from performing or cause them not to perform their respective agreements and covenants hereunder or knowingly cause any condition to the extent that other’s closing obligations in Article 7 not to be satisfied. Without limiting the Investors shall otherwise consent in writinggenerality of the foregoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, which except as set forth in the Disclosure Schedule or as required or expressly permitted by this Agreement or Law, the Company shall not, and shall cause with u-Nav Finland not to, do, cause or permit any of the following, without the prior written consent shall of Acquirer (such consent not be unreasonably withheld, the Company shall, and shall cause each member of the Company Group to (i) conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts conditioned or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.delayed):

Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company agrees (unless the Company is required to take such action pursuant to this Agreement or Acquirer shall give its prior consent in writing) to carry on its business in the usual, regular and ordinary course consis-tent with past practice, to pay its Liabilities and Taxes consistent with the Company’s past practices (and in any event when due), to pay or perform other obligations when due consistent with the Company’s past practices, and, to the extent consistent with such business, to use all commercially reasonable efforts and institute all policies required to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, independent contractors and other Persons having business dealings with it, all with the express purpose and intent of preserving unimpaired the Company’s goodwill and ongoing business at the Effective Time. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Acquirer, take or agree in writing or otherwise to take, any action that would make any of its representations or warranties con-tained in this Agreement untrue or incorrect in any material respect or prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder or knowingly cause any condition to Acquirer’s closing obligations in Section 5.1 6.1 or Section 6.3 not to be satisfied. Without limiting the generality of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writingforegoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the ClosingEffective Time, which consent shall not be unreasonably withheld, except as set forth in the Company shall, and shall cause each member of the Company Group to (i) conduct its business in the usual, regular and ordinary course in substantially the same manner Disclosure Schedule or as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts required or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of expressly permitted by this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. FurthermoreAgreement, the Company shall promptly notify Investors in writing of not do, cause or permit any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All noticesfollowing, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.without the prior written consent of Acquirer:

Conduct of Business of the Company. Except as specifically required or expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or Agreement pursuant to the extent that the Investors shall otherwise consent in writingArticle VI below, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, which consent shall not be unreasonably withheldEffective Time, the Company shall, and shall cause each member agrees to use its commercially reasonable efforts (i) to conduct the business of the Company Group and its Subsidiaries, except to (i) conduct its business the extent that Parent shall otherwise consent in writing, in the usual, regular and ordinary course of business consistent with past practices in substantially the same manner as heretofore conducted, (ii) to pay its the debts and Taxes of the Company and its Subsidiaries when due, due (subject to good-faith disputes over such debts or TaxesParent’s review and consent to the filing of any Tax Return (other than immaterial Tax Returns), as set forth in Section 5.1(e) below), and (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts the extent consistent with past practices and policies such business, to seek (A) to preserve intact its the present business organizationsorganizations of the Company and its Subsidiaries, (viB) use commercially reasonable efforts to keep available the services of its the present officers and key employees, Employees of the Company and its Subsidiaries (viiother than performance-based terminations in the ordinary course of business consistent with past practices) use commercially reasonable efforts and (C) to preserve consistent with past practices the relationships of the Company and its Subsidiaries with its material customers, suppliers, distributors, resellers, channel partners, licensors, licensees licensees, and others having material business dealings with them, and them (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions other than terminations of any new material arrangement, obligation, commitment or undertaking immaterial relationships in the ordinary course of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person business consistent with whom any member of the Company Group has any material business dealingspast practices), all with the goal of preserving unimpaired the goodwill and ongoing business businesses of the Company Group and its Subsidiaries at the ClosingEffective Time. The Company shall promptly notify Investors upon becoming aware Parent of (y) any material event or occurrence or emergency which is material and not in outside of the ordinary course of business of any member consistent with past practices of the Company Group or (z) any event having a Material Adverse Effect involving any member or action that the Company would reasonably expect to materially decrease the value of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the ClosingEffective Time. FurthermoreExcept as expressly contemplated by this Agreement and except as expressly set forth in Section 5.1 of the Disclosure Schedule, neither the Company shall promptly notify Investors nor any of its Subsidiaries shall, without the prior written consent of Parent in writing accordance with Section 5.3 hereof, from and after the date of any notice or other communication from any third party alleging that this Agreement until the consents, waiver or approval earlier of such third party is or may be required in connection with the execution, delivery or performance termination of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.Effective Time:

Conduct of Business of the Company. Except as expressly contemplated by During the period from the date of this AgreementAgreement and continuing until the earlier of (a) the Effective Time and (b) the termination of this Agreement pursuant to the provisions of Section 8.1, the Company agrees (except (i) to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), or (ii) as disclosed in Section 5.1 4.1 of the Disclosure Schedule, or (iii) for specific actions or specific other matters expressly contemplated by this Agreement) to carry on the extent that business of the Investors shall otherwise consent Company and its Subsidiaries in writingthe ordinary course, to pay the debts and Taxes of the Company and its Subsidiaries when due, to pay or perform other obligations when due, to comply in all material respects with applicable laws, rules and regulations, and to use its commercially reasonable efforts in the ordinary course of business consistent with past practice and policies to preserve intact the present business organization of the Company and its Subsidiaries, keep available the services of the Company’s and its Subsidiaries’ present officers, Key Executives and Key Employees and preserve the Company’s and its Subsidiaries’ relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with the Company and its Subsidiaries. Except for specific actions or specific other matters expressly contemplated by this Agreement or as disclosed in Section 4.1 of the Disclosure Schedule, during the period from the date of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement pursuant to the provisions of Section 8.1, the Company shall not, and shall not permit its Subsidiaries to, directly or indirectly, do any of the Closing, following without the prior written consent of Parent (which consent shall not be unreasonably withheld, the Company shall, and shall cause each member of the Company Group to (i) conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts withheld or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.delayed):

Conduct of Business of the Company. Except as expressly contemplated by this Agreement(a) INTEGRATION; ORDINARY COURSE. In furtherance of integrating the Company and its Subsidiaries with EarthLink (the "OM INTEGRATION"), or in Section 5.1 prior to the Effective Time of the Disclosure ScheduleMerger, or the Company and its Subsidiaries shall provide to EarthLink and its representatives reasonable and full access (during business hours and upon reasonable advance notice) to the extent that Company's and Subsidiaries' facilities, systems, records, employees (all levels and types) and other personnel as requested by EarthLink. The Company and EarthLink agree to cooperate and communicate in good faith in all aspects of the Investors OM Integration, with principal goals of facilitating the integration of the Company's and Subsidiaries' operations into EarthLink and to minimize the Company's potential contractual default/breaches, costs and other problems arising as a result of the Merger. As part of the OM Integration, the Company and Subsidiary representatives shall otherwise consent cooperate and work in writinggood faith with EarthLink representatives and take commercially reasonable actions in order to identify, during minimize and if possible eliminate potential violations (related to or caused by the Merger) of the Company's and Subsidiaries' contracts, agreements and leases, including without limitation working directly with the Company's and Subsidiaries' vendors and other contractual parties for these purposes. As has been disclosed to EarthLink, the Company and its Subsidiaries are currently engaged in a series of integration steps whereby the Company's Subsidiaries and regional operations are to be integrated into the Company's national Internet service plan pursuant to the Company's Integration Plan as provided in writing to EarthLink (the "INTEGRATION PLAN"). During the period from the date of this Agreement and continuing until to the earlier Effective Time of the termination Merger (except as otherwise specifically contemplated by the terms of this Agreement or as set forth in the Closing, which consent shall not be unreasonably withheldCompany Disclosure Schedules), the Company shall, shall and shall cause each member of its Subsidiaries to carry on the Company Group to (i) conduct its business Company's Integration Plan and their respective businesses in the usual, regular and ordinary course consistent with the Integration Plan and in substantially the same manner as heretofore conductedconducted and, (ii) pay its debts and Taxes when dueto the extent consistent therewith, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in use all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to preserve intact their current business organizations, keep available the services of its present their current officers and key employees, (vii) use commercially reasonable efforts to employees and preserve the their relationships with its material customers, suppliers, distributors, licensors, licensees licensees, distributors and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person in each case consistent with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not past practice in the ordinary course of business of any member to the end that their goodwill and ongoing businesses shall be unimpaired to the fullest extent possible at the Effective Time of the Merger. The Company Group shall use its best efforts to sell, transfer or any event having a Material Adverse Effect involving any member otherwise dispose of its leasehold and other interests in that certain airplane currently leased by the Company. In connection with the Integration Plan, without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement or as set forth in the Company Group that arises during the period Disclosure Schedules, from the date of this Agreement and continuing hereof until the earlier Effective Time of the termination date of this Agreement or Merger, without prior approval from EarthLink in accordance with the Closing. Furthermorefollowing "APPROVAL Mechanism", the Company shall promptly notify Investors not, and shall not permit any of its Subsidiaries of which it owns directly or indirectly more than 50% of the voting or equity interests in writing to take any of any notice the actions set forth below (the "APPROVAL ITEMS"). The Approval Mechanism shall be as follows: for each proposed Approval Action set forth below, a Company representative (the President or other communication from any third party alleging that his designee) shall contact EarthLink (the consents, waiver President or approval his designee) via telephone or email with the request and reasonable detail on the proposed Approval Item. EarthLink shall then have two (2) business days after receipt of such third party is request to either approve or may be required in connection with deny the executionproposed Approval Item, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 which decision shall be in writing communicated by EarthLink to the Company via telephone or email. A lack of response to the Company by EarthLink as required by 5:00 p.m. on the second business day following the request shall be considered an approval for such request. The Approval Items, which are applicable to the Company and delivered in accordance with Section 10.7 hereof.its Subsidiaries as appropriate, are as follows:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, which consent shall not be unreasonably withheldEffective Time, the Company shallagrees to conduct the business of Company and its Subsidiaries, and except to the extent that Parent shall cause each member of the Company Group to (i) conduct its business otherwise consent in writing, in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) to pay its the debts and Taxes of the Company and its Subsidiaries when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable)due, subject and, to good-faith disputes over the extent consistent with such obligationsbusiness, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use their commercially reasonable efforts consistent with past practices and policies to preserve intact its the present business organizationsorganizations of the Company and its Subsidiaries, (vi) use commercially reasonable efforts to keep available the services of its the present officers and key employees, (vii) use commercially reasonable efforts to employees of the Company and its Subsidiaries and preserve the relationships of the Company and its Subsidiaries with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware Parent of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group and any material event involving the Company or any event having a Material Adverse Effect involving any member of the Company Group its Subsidiaries that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the ClosingEffective Time. FurthermoreExcept as expressly contemplated by this Agreement and except as expressly set forth in SECTION 4.1 of the Disclosures Schedule, neither the Company nor any of its Subsidiaries shall, without the written consent of the Chief Financial Officer of Parent or his designee (which consent may be requested by e-mail or facsimile transmission and shall promptly notify Investors in writing be delivered or denied within two (2) business days of any notice or other communication from any third party alleging that the consents, waiver or approval receipt of such third party is or may be required request at the address set forth in connection with SECTION 9.1(A) hereof), from and after the execution, delivery or performance date of this Agreement until the earlier of the termination of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.Effective Time:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement and continuing until the earlier of (x) the termination of this Agreement or and (y) the Closing, which consent shall not be unreasonably withheld, the Company shall, and shall cause each member of (unless the Company Group is required to (itake such action pursuant to this Agreement or the Purchaser shall give its prior consent in writing) conduct shall carry on its business substantially in the usual, regular and ordinary course in substantially the same manner as heretofore conductedconsistent with past practice, (ii) pay its debts Liabilities and Taxes when dueconsistent with the Company’s past practices, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due consistent with the Company’s past practices (including accounts payableother than Liabilities, Taxes and other obligations, if any, contested in good faith and for which adequate reserves have been established), subject and, to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts the extent consistent with past practices and policies to preserve intact its present business organizationssuch business, (vi) use commercially reasonable efforts to preserve substantially intact its present business organization, keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to employees and preserve the its relationships with its material customers, suppliers, distributors, licensors, licensees licensees, independent contractors and others other Persons having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealingsit, all with the goal express purpose and intent of preserving substantially unimpaired the its goodwill and ongoing business of the Company Group businesses at and after the Closing. The Except as expressly contemplated by this Agreement, neither the Company shall promptly notify Investors upon becoming aware nor any Shareholder shall, without the prior written consent of the Purchaser, take or agree in writing or otherwise to take, any action that would result in the occurrence of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group changes described in Section 2.9 or any event having a Material Adverse Effect involving other action that would make any member representations or warranties contained in this Agreement untrue or incorrect when made. Neither the Company nor any Shareholder shall, without the prior written consent of the Company Group Purchaser, take or agree in writing or otherwise to take, any action that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, would prevent the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement Shareholder from performing or cause the consummation of Company or any Shareholder not to perform its agreements and covenants hereunder or knowingly cause any condition to the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant Purchaser’s closing obligations in Section 6.1 or Section 6.3 not to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereofsatisfied.

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, which consent shall not be unreasonably withheldEffective Time, the Company shall, and shall cause each member agrees to operate the business of the Company Group and to cause its Subsidiaries to conduct their respective businesses, except (iw) conduct its business as required by Law, (x) as specifically disclosed in Section 4.1 of the Disclosure Schedule, (y) with the prior written consent of Parent or (z) as specifically contemplated by this Agreement, in the usual, regular and ordinary course consistent with past practice. The Company agrees to use reasonable best efforts (A) to pay and to cause its Subsidiaries to pay indebtedness for borrowed money and Taxes of the Company and its Subsidiaries when due (subject to the right of Parent to review and approve certain Returns in substantially the same manner as heretofore conductedaccordance with this Agreement), (iiB) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions ofdue, and perform in all material respects all its obligations under(C) to the extent consistent therewith, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve substantially intact its the present business organizationsorganizations of the Company, (vi) use commercially reasonable efforts to keep available the services of its the present officers and key employeesEmployees of the Company and its Subsidiaries, (vii) use commercially reasonable efforts to preserve substantially intact the Company’s assets and technology and preserve the relationships of the Company with its material customers, suppliers, distributors, licensors, licensees licensees, and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business businesses of the Company Group at the ClosingEffective Time. The Company shall promptly notify Investors upon becoming aware Without limiting the generality of any event the foregoing, except (i) as required by Law, (ii) as expressly contemplated by this Agreement, (iii) as expressly set forth in Section 4.1 of the Disclosure Schedule, or occurrence or emergency (iv) with the prior written consent of Parent (which is material and not in the ordinary course case of business of any member clauses (j), (m) (with respect to non-officer Employees of the Company Group Company), (n), (q), (r) or any event having a Material Adverse Effect involving any member (s)(ii) below or as set forth on Section 4.1 of the Disclosure Schedule shall not be unreasonably withheld, conditioned or delayed), neither the Company Group that arises during the period nor any of its Subsidiaries shall from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.Effective Time:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, Agreement or as set forth in Section 5.1 of the Company Disclosure Schedule, or to the extent that the Investors unless Parent shall otherwise consent in writingwriting (such consent not to be unreasonably withheld or delayed), during the period from the date of this Agreement and continuing until to the earlier of the termination of this Agreement or the Closing, which consent shall not be unreasonably withheldEffective Time, the Company shalland each Subsidiary will conduct its respective operations, to the extent commercially reasonable, according to its ordinary and usual course of business and consistent with past practice, and shall cause each member of the Company Group to (i) conduct and each Subsidiary will use its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve substantially intact its present respective business organizations, (vi) use commercially reasonable efforts to keep available the services of its present respective officers and key employees, (vii) use commercially reasonable efforts employees and to preserve the maintain satisfactory relationships with its material customerslicensors, licensees, suppliers, contractors, distributors, licensorsphysicians, licensees consultants, customers, and others having material business dealings relationships with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions it. The Company will promptly advise Parent of any new material arrangementchange in the management, obligationpresent or planned business, commitment properties, liabilities, results of operations, or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member financial condition of the Company Group has or any material Subsidiary. The Company will, prior to distributing or otherwise circulating any notices, directives, or other communications directed to all or groups of customers, vendors, employees, distributors, or others associated with its business dealingsrelating to the transactions contemplated hereby or to the operation of business after consummation of such transactions, all consult with Parent and give Parent reasonable opportunity to comment thereon. Without limiting the goal generality of preserving unimpaired the goodwill foregoing, and ongoing business except as otherwise expressly provided in or contemplated by this Agreement or as set forth in Section 5.1 of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period Disclosure Schedule, from the date of this the Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. FurthermoreEffective Time, neither the Company shall promptly notify Investors in writing nor any Subsidiary will, without the prior written consent of any notice Parent (such consent not to be unreasonably withheld or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.delayed):

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the ClosingClosing Date, the Company shall operate the business of the Company, in the ordinary course of business consistent with past practices, except (a) as specifically disclosed in Section 4.1 of the Disclosure Schedule, (b) with the prior written consent of Parent (the decision with respect to which consent will not be unreasonably delayed) or (c) as specifically contemplated by this Agreement. For purposes hereof, actions taken by the Company to perform the transactions contemplated to be taken by the Contribution Agreement shall not be unreasonably withheld, the restricted under this Section 4.1. The Company shall, agrees to pay Indebtedness for borrowed money and shall cause each member Taxes of the Company Group to (i) conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payablesubject to the right of Parent to review and approve any Tax Returns in accordance with this Agreement), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to pay or perform other obligations when due, and, to the extent consistent therewith, to preserve intact the present business organizations of the Company, keep available the services of its the present officers and key employeesEmployees of the Company, (vii) use commercially reasonable efforts to preserve the assets and technology of the Company and preserve the relationships of the Company with its material customers, suppliers, distributors, licensors, licensees licensees, and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business businesses of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware Parent of any material event or occurrence or emergency which is material and not in the ordinary course of business of any member of involving the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from commencing with the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the ClosingClosing Date. FurthermoreWithout limiting the generality of the foregoing, except (i) as expressly contemplated by this Agreement, (ii) as expressly set forth in Section 4.1 of the Disclosure Schedule, or (iii) with the prior written consent of Parent (the decision with respect to which will not be unreasonably delayed), the Company shall promptly notify Investors in writing not from and after the date of any notice or other communication from any third party alleging that this Agreement and continuing until the consents, waiver or approval earlier of such third party is or may be required in connection with the execution, delivery or performance termination of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.Closing Date:

Conduct of Business of the Company. (a) Except (i) as expressly contemplated by this AgreementAgreement (including, for the avoidance of doubt, with respect to, or as contemplated by the Reorganization, or in respect of Intra Group Loan Agreements), (ii) to the extent required by any applicable Law, (iii) as set forth in Section 5.1 6.2(a) of the Disclosure ScheduleSchedules, (iv) pursuant to reasonable actions (or omissions to the extent that the Investors shall otherwise consent take) taken in writing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement response to COVID-19 Measures or the Closing, (v) as consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed, provided, however, that such consent shall be deemed granted if no written objection is received by Seller within five (5) Business Days of Seller’s written request), from and after the Company shalldate hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, and Seller shall cause each member exercise its rights as shareholder of the Company Group to cause the Company to use commercially reasonable efforts to (i) conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not Business in the ordinary course of business in all material respects, and (ii) keep available the services of any member the Business’s present key employees and maintain their existing relations and goodwill with material customers, suppliers and other third parties with whom the Business has material relations; provided, that the failure of the Company Group to take any action prohibited by Section 6.2(b) or to take any event having action that is not reasonably within any Seller Party’s control shall not be a Material Adverse Effect involving any member breach by Seller of the Company Group that arises during the period from this Section 6.2(a). (b) From and after the date of this Agreement and continuing hereof until the earlier of the Closing or the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with its terms, except (i) as contemplated by this Agreement (including, for the avoidance of doubt, with respect to, or as contemplated by the Reorganization, or in respect of Intra Group Loan Agreements or Carve-Out Items), (ii) to the extent required by any applicable Law, (iii) as set forth in Section 10.7 hereof.6.2(b) of the Disclosure Schedule, (iv) pursuant to reasonable actions (or omissions to take) taken in response to COVID-19 Measures or (v) as consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed, provided, however, that such consent shall be deemed granted if no written objection is received by Seller within five (5) Business Days of Seller’s written request), Seller shall cause the Company not to:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, which consent shall not be unreasonably withheldEffective Time, the Company shall, agrees to conduct the business of Company and shall to cause each member of its Subsidiaries to conduct the Company Group business of each respective Subsidiary, except to (i) conduct its business the extent that Parent shall otherwise consent in writing in accordance with Section 5.2 hereof, in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) to pay its the debts and Taxes of the Company when due, due (subject to good-faith disputes over such debts or TaxesParent’s review and consent to the filing of any Tax Return, (iiias set forth in Section 5.1(e) below), to pay or perform other material obligations when due (including accounts payable)due, subject to good-faith disputes over such obligations, (iv) observe comply in all material respects with all provisions ofapplicable Laws and the requirements of all Material Contracts, keep in full force and perform in effect all material respects all insurance policies maintained by the Company and its obligations underSubsidiaries, any Contractother than changes to such policies made in the ordinary course of business and, (v) use commercially reasonable efforts to the extent consistent with past practices and policies such business, to preserve intact its the present business organizationsorganizations of the Company and its Subsidiaries, (vi) use commercially reasonable efforts to keep available the services of its the present officers and key employees, (vii) use commercially reasonable efforts to Employees of the Company and its Subsidiaries and preserve the relationships of the Company and its Subsidiaries with its material their customers, suppliers, distributors, licensors, licensees licensees, and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group and its Subsidiaries at the ClosingEffective Time. The Company shall promptly notify Investors upon becoming aware Parent of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or and its Subsidiaries and any material event having a Material Adverse Effect involving any member of the Company Group and/or any of its Subsidiaries that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the ClosingEffective Time. FurthermoreExcept as expressly contemplated by this Agreement and except as expressly set forth in Section 5.1 of the Disclosure Letter, the Company shall promptly notify Investors in writing not, and shall cause each of any notice or other communication from any third party alleging that its Subsidiaries not to, without the consents, waiver or approval prior written consent of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered Parent in accordance with Section 10.7 5.2 hereof.:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement and continuing until the earlier of (x) the termination of this Agreement or and (y) the Closing, which consent shall not be unreasonably withheld, the Company shall, and shall cause each member of agrees (unless the Company Group is required to (i) conduct take such action pursuant to this Agreement or Parent shall give its prior consent in writing), to carry on its business substantially in the usual, regular and ordinary course in substantially the same manner as heretofore conductedconsistent with past practice, (ii) to pay its debts Liabilities and Taxes when dueconsistent with the Company’s past practices, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due consistent with the Company’s past practices (including accounts payableother than Liabilities, Taxes and other obligations, if any, contested in good faith and for which adequate reserves have been established), subject and, to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts the extent consistent with past practices and policies such business, to preserve intact its present business organizations, (vi) use commercially reasonable efforts to preserve substantially intact its present business organization, keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to employees and preserve the its relationships with its material customers, suppliers, distributors, licensors, licensees licensees, independent contractors and others other Persons having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealingsit, all with the goal express purpose and intent of preserving substantially unimpaired the its goodwill and ongoing business businesses at and after the Closing. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent, take or agree in writing or otherwise to take, any action that would result in the occurrence of any of the Company Group at the Closingchanges described in Section 2.9 or any other action that would make any of its representations or warranties contained in this Agreement untrue or incorrect when made in any material respect. The Company shall promptly notify Investors upon becoming aware not, without the prior written consent of Parent, take or agree in writing or otherwise to take, any event or occurrence or emergency which is material and not in the ordinary course of business of any member of action that would prevent the Company Group from performing or any event having a Material Adverse Effect involving any member of cause the Company Group that arises during the period from the date of this Agreement not to perform its agreements and continuing until the earlier of the termination date of this Agreement covenants hereunder or the Closing. Furthermore, the Company shall promptly notify Investors knowingly cause any condition to Parent’s closing obligations in writing of any notice Section 6.1 or other communication from any third party alleging that the consents, waiver or approval of such third party is or may Section 6.3 not to be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereofsatisfied.

Conduct of Business of the Company. Except as expressly contemplated by (a) During the period from the date of this AgreementAgreement to the Closing, or in Section 5.1 the Company shall not enter into any transactions without the written consent (including e-mail) of the Disclosure ScheduleChief Financial Officer of the Buyer or of other representatives of the Buyer who are authorized by the Buyer to provide such consent, or except for disbursements (other than payroll) in the ordinary course of business in amounts less than $2,500, payroll disbursements to meet currently existing obligations, non-monetary contract actions, and procurement commitments individually less than $2,500. Transactions to which this provision applies include, subject to the extent that exceptions noted in the Investors shall otherwise consent preceding sentence, all disbursements, contracts, bid and proposal submissions, hiring, termination, changes in writingemployment status or compensation, procurement commitments, changes related to the ownership of the Company, and incurrence of indebtedness. In addition, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or to the Closing, the Sellers shall cause the Company to conduct, and the Company shall conduct, its operations according to its ordinary and usual course of business consistent with past practice, and the Sellers shall cause the Company to use, and the Company shall use its commercially reasonable efforts to preserve intact its business organization, to keep available the services of its current officers and employees and to preserve the goodwill of and maintain satisfactory relationships with those Persons and entities having business relationships with the Company, and the Sellers and the Company shall promptly advise the Buyer in writing of any material adverse change in the Company's business, condition (financial or otherwise), properties, major customer or supplier relationships, assets, liabilities, prospects or results of operations. Notwithstanding the above provisions of Section 6.1(a), Buyer consents to the payments and transactions of the Company listed in subparagraph (iii) of the definition of "Closing Balance Sheet" and in Exhibit E hereto. Without limiting the generality of the foregoing and except as specified in the preceding sentence, during the period specified in the first sentence of this subsection, without the prior written consent of the Buyer, which consent for subsections (iv), (v), (xiii), (xiv), (xvii) and (ix) of this Section 6.1 shall not be unreasonably withheld, the Sellers shall cause the Company shallnot to, and shall cause each member of the Company Group to (i) conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.not:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, which consent shall not be unreasonably withheldEffective Time, the Company shall, and shall cause each member of the Company Group to (i) conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available operate the services business of its present officers and key employeesthe Company, in the ordinary course of business consistent with past practices, except (a) as specifically disclosed in Annex 1 hereto, (viib) with the prior written consent of Parent (the decision with respect to which will not be unreasonably withheld or delayed) or (c) as specifically contemplated by this Agreement. The Company agrees to pay Indebtedness for borrowed money and Taxes of the Company when due (subject to the right of Parent to review and approve (such approval not to be unreasonably withheld or delayed) any Tax Returns in accordance with this Agreement), to use commercially reasonable efforts to pay or perform other obligations when due, and, to the extent consistent therewith, to use commercially reasonable efforts to preserve intact the present business organizations of the Company, keep available the services of the present officers and Employees of the Company, preserve the assets and technology of the Company and preserve the relationships of the Company with its material customers, suppliers, distributors, licensors, licensees licensees, and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business businesses of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware Parent of any material event or occurrence or emergency which is material and not in the ordinary course of business of any member of involving the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from commencing with the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the ClosingEffective Time. FurthermoreWithout limiting the generality of the foregoing, except (i) as expressly contemplated by this Agreement, (ii) as expressly set forth in Annex 1 hereto, or (iii) with the prior written consent of Parent (the decision with respect to which will not be unreasonably delayed), the Company shall promptly notify Investors in writing of any notice or other communication not from any third party alleging that and after the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance date of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.Agreement:

Conduct of Business of the Company. Except as expressly contemplated permitted by this Agreement, Agreement or as Parent may otherwise consent to or approve in Section 5.1 of writing on and after the Disclosure Schedule, or date hereof and prior to the extent that the Investors shall otherwise consent in writingClosing Date, during the period from the date of this Agreement and continuing until to the earlier of the termination of this Agreement or the Closing, which consent shall not be unreasonably withheldEffective Time, the Company shall, and its Subsidiaries shall cause each member of the Company Group to (i) conduct its business operate in the usualOrdinary Course of Business and in compliance with all applicable Laws and regulations and, regular and ordinary course in substantially to the same manner as heretofore conductedextent consistent therewith, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in use all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present current business organizationsorganization, (vi) use commercially reasonable efforts to keep available the services of its present current officers and key other employees, (vii) use commercially reasonable efforts to manage prudently its cash, and to preserve the its relationships with its material customers, suppliers, distributors, licensors, licensees and others those persons having material business dealings with themit, including vendors and (viii) use commercially reasonable efforts customers, to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Furthermore, the Company covenants, represents and warrants that from and after the date hereof, unless Parent shall otherwise expressly consent in writing, the Company and each of its Subsidiaries shall use all commercially reasonable efforts to: (i) keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried by it, (ii) pay all accounts payable and other obligations, when they become due and payable, in the Ordinary Course of Business consistent with the provisions of this Agreement, except if the same are contested in good faith, and, in the case of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of failure to pay any event material accounts payable or occurrence or emergency other obligations which is material are contested in good faith, only after consultation with Parent and not (iii) generate accounts receivable only in the ordinary course Ordinary Course of business of any member Business. Without limiting the generality of the Company Group or any event having a Material Adverse Effect involving any member of foregoing (but subject to the Company Group that arises above exceptions), during the period from the date of this Agreement and continuing until to the earlier of the termination date of this Agreement or the Closing. FurthermoreEffective Time, neither the Company shall promptly notify Investors in writing nor any of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.its Subsidiaries shall:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement Effective Date and continuing until the earlier of (x) the termination of this Agreement and (y) the Closing, the Company (unless the Company is required to take such action pursuant to this Agreement or the ClosingPurchaser shall give its prior consent in writing, which consent shall not be unreasonably withheld, the Company shall, and conditioned or delayed) shall cause each member of the Company Group to (i) conduct carry on its business substantially in the usual, regular and ordinary course in substantially the same manner as heretofore conductedconsistent with past practice, (ii) pay its debts Liabilities and Taxes when dueconsistent with the Company’s past practices, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due consistent with the Company’s past practices (including accounts payableother than Liabilities, Taxes and other obligations, if any, contested in good faith and for which adequate reserves have been established), subject and, to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts the extent consistent with past practices and policies to preserve intact its present business organizationssuch business, (vi) use commercially reasonable efforts to preserve substantially intact its present business organization, keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to employees and preserve the its relationships with its material customers, suppliers, distributors, licensors, licensees licensees, independent contractors and others other Persons having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealingsit, all with the goal express purpose and intent of preserving substantially unimpaired the its goodwill and ongoing business of the Company Group businesses at and after the Closing. The Except as expressly contemplated by this Agreement, neither the Company nor the Member shall, without the prior written consent of the Purchaser, which consent shall promptly notify Investors upon becoming aware not be unreasonably withheld, conditioned or delayed, take or agree in writing or otherwise to take, any action that would result in the occurrence of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group changes described in Section 2.9 or any event having a Material Adverse Effect involving other action that would make any member representations or warranties contained in this Agreement untrue or incorrect when made. Neither the Company nor any Member shall, without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, take or agree in writing or otherwise to take, any action that would prevent the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, Member from performing or cause the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of Member not to perform its agreements and covenants hereunder or knowingly cause any condition to the transactions contemplated hereby and therebyPurchaser’s closing obligations in Section 6.1 or Section 6.3 not to be satisfied. All noticesJanuary 2, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.2008

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, which consent shall not be unreasonably withheld, the Company each Acquired Entity shall, and shall each Founder agrees to cause each member of the Company Group to (i) conduct Acquired Entity to, operate its business in the usual, regular and ordinary course of business consistent with past practices, except (i) as specifically disclosed in substantially Section 5.1 of the same manner as heretofore conductedDisclosure Schedule, (ii) pay its debts and Taxes when due, subject with the prior written consent of Parent (the decision with respect to good-faith disputes over such debts which will not be unreasonably withheld or Taxesdelayed), (iii) as specifically permitted or contemplated by this Agreement, or (iv) as required by Law. Without limiting the generality of the foregoing, the Company agrees to pay Indebtedness for borrowed money and Taxes of each Acquired Entity when due (subject to the right of Parent to review and timely approve any Tax Returns in accordance with this Agreement), to use reasonable best efforts to pay or perform other material obligations when due due, and, to the extent consistent therewith, to use reasonable best efforts to (including accounts payable), subject to good-faith disputes over such obligationsa) preserve intact the present business organizations of each Acquired Entity, (ivb) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its the present officers and key employeesEmployees of each Acquired Entity, (viic) use commercially reasonable efforts to preserve the assets and technology of each Acquired Entity and (d) preserve the relationships of each Acquired Entity with its material customers, suppliers, distributors, licensors, licensees licensees, and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business businesses of the Company Group each Acquired Entity at the Closing. The Company shall promptly notify Investors upon becoming aware Parent of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from commencing with the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. FurthermoreNotwithstanding the foregoing, except as set forth in clauses (i)-(iv) above, no Acquired Entity shall from and after the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance date of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.Agreement:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, which consent shall not be unreasonably withheldEffective Time, the Company shall, agrees and shall each Principal Shareholder agrees to cause each member of the Company Group to (i) conduct the business of Company and its business Subsidiaries, except to the extent that Parent shall otherwise consent in writing, in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) to pay its the debts and Taxes of the Company and its Subsidiaries when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable)due, subject and, to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts the extent consistent with past practices and policies such business, to preserve intact its the present business organizationsorganizations of the Company and its Subsidiaries, (vi) use commercially reasonable efforts to keep available the services of its the present officers and key employees, (vii) use commercially reasonable efforts to employees of the Company and its Subsidiaries and preserve the relationships of the Company and its Subsidiaries with its material customers, suppliers, distributors, licensors, licensees licensees, and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business businesses of the Company Group and its Subsidiaries at the ClosingEffective Time. The Company and the Principal Shareholders shall promptly notify Investors upon becoming aware Parent of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group and any material event involving the Company or any event having a Material Adverse Effect involving any member of the Company Group its Subsidiaries that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the ClosingEffective Time. FurthermoreExcept as expressly contemplated by this Agreement and except as expressly set forth in Section 5.1 of the Disclosure Schedule, neither the Company shall promptly notify Investors in writing nor any of any notice or other communication its Subsidiaries shall, without the prior written consent of Parent, from any third party alleging that and after the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance date of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.Agreement:

Conduct of Business of the Company. Except During the period from the date hereof and prior to the earlier of the Closing or the termination of this Agreement, except as expressly contemplated by this Agreement, or as set forth in Section 5.1 7.1 of the Disclosure Schedule, or to the extent that the Investors as Buyer shall otherwise consent in writing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, which writing (such consent shall not to be unreasonably withheld) and unless where the taking of such action would not be in accordance with applicable Law, the Company shall, shall (and shall cause each member its Subsidiaries to) operate the business of the Company Group to (i) conduct and its business Subsidiaries in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its the undisputed debts and Taxes of the Company and its Subsidiaries when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform the other material obligations of the Company and its Subsidiaries when due (including accounts payablesubject to the right of Buyer to review and approve (which approval shall not be unreasonably delayed, conditioned or withheld) any Tax Returns in accordance with this Agreement), subject and to good-faith disputes over the extent not inconsistent with such obligationsordinary course of business, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to preserve intact the present business organizations of the Company and its Subsidiaries, keep available the services of its present officers officers, Employees and key employeesContractors of the Company and its Subsidiaries, preserve the assets (viiincluding tangible assets) use commercially reasonable efforts to and properties of the Company and its Subsidiaries (normal wear and tear excepted); and preserve the relationships of the Company and its Subsidiaries with its material customers, suppliers, landlords, Employees (other than terminations of Employees for cause following reasonable consultation with Buyer), Contractors, distributors, resellers, licensors, licensees licensees, and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business businesses of the Company Group and its Subsidiaries at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement and continuing until the earlier of (a) the termination of this Agreement or and (b) the Closing, the Company agrees (unless the Company is otherwise required to take such action pursuant to this Agreement or Purchaser shall otherwise give its prior consent in writing, which consent shall not be unreasonably withheld, the Company shall, and shall cause each member of the Company Group to withheld or delayed) (i) conduct to carry on its business substantially in the usual, regular and ordinary course in substantially the same manner as heretofore conductedconsistent with past practice, (ii) to pay its debts Liabilities and Taxes consistent with the Company's past practices, to pay or perform other obligations when duedue consistent with the Company's past practices (other than Liabilities, subject to good-Taxes and other obligations, if any, contested in good faith disputes over such debts or Taxesand for which adequate reserves have been established), (iii) pay or perform other material obligations when due (including accounts payable), subject maintain in full force and effect all Permits used in the conduct of its business as presently conducted and otherwise conduct all activities related to good-faith disputes over such obligations, (iv) observe its Assets and Properties and business in all material respects all provisions ofaccordance with, and perform in all material respects obligations and duties imposed by all its obligations underLaws or Orders of any Governmental or Regulatory Authority, any Contractincluding without limitation by timely filing all required reports or other submissions, and (viv) use commercially reasonable efforts to the extent consistent with past practices and policies such business, to preserve intact its present business organizations, (vi) use commercially reasonable efforts to preserve substantially intact its present business organization, keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to employees and preserve the its relationships with its material customers, suppliers, distributors, licensors, licensees licensees, independent contractors and others other Persons having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealingsit, all with the goal express purpose and intent of preserving substantially unimpaired the its goodwill and ongoing business of the Company Group businesses at and after the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of Except as expressly contemplated by this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. FurthermoreAgreement, the Company shall promptly notify Investors not, without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), take or agree in writing or otherwise to take, any action that would result in the occurrence of any notice of the changes described in Section 2.9 or any other communication from action that would make any third party alleging that the consents, waiver of its representations or approval of such third party is or may be required warranties contained in connection with the execution, delivery or performance of this Agreement untrue or incorrect when made in any Related Agreement material respect (or, with respect to those representations and warranties that are by their terms qualified by a standard of materiality, untrue or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be incorrect when made in writing and delivered in accordance with Section 10.7 hereofany respect).

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, which consent shall not be unreasonably withheldClosing Date, the Company shall, and Principal Shareholders shall cause each member of or procure the Company Group (except to (i) conduct the extent expressly contemplated by this Agreement or as consented to in writing by Offeror), to carry on its and its Subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) to pay and to cause its Subsidiaries to pay debts and Taxes when due, due subject (i) to good-good faith disputes over such debts or TaxesTaxes and (ii) to Offeror's consent to the filing of material tax returns if applicable, (iii) to pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions ofdue, and perform in all material respects all its obligations under, any Contract, (v) to use commercially reasonable best efforts consistent with past practices practice and policies to preserve intact its and its Subsidiaries' present business organizationsorganization, (vi) use commercially reasonable efforts to keep available the services of its and its Subsidiaries' present officers and key employees, (vii) use commercially reasonable efforts to employees and preserve the its and its Subsidiaries' relationships with its material customers, suppliers, distributors, licensors, licensees licensees, and others having material business dealings with themit or its Subsidiaries, to the end that its and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the its Subsidiaries' goodwill and ongoing business of businesses shall be unimpaired at the Closing Date. The Principal Shareholders shall cause or procure the Company Group at the Closing. The Company shall to promptly notify Investors upon becoming aware Offeror of any event or occurrence or emergency which is material and not in the ordinary course of business its or its Subsidiaries' business, and of any member of the Company Group or any event having which could have a Material Adverse Effect involving any member of Effect. Without limiting the foregoing, except as expressly contemplated by this Agreement, the Principal Shareholders shall cause or procure the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement of its Subsidiaries to not do, allow or permit any of thc following, without the consummation prior written consent of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.Offeror:

Conduct of Business of the Company. Except as expressly contemplated by During the period from the date ---------------------------------- of this AgreementAgreement and continuing until the earlier of (i) the termination of this Agreement and (ii) the Effective Time, or in Section 5.1 of the Disclosure Schedule, or Company agrees (except to the extent that the Investors Parent shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, except as contemplated by this Agreement) to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to use all reasonable efforts consistent with past practice to pay its debts and Taxes when due and to pay or perform other obligations when due, and, to the extent consistent with such business, to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. The Company shall use all reasonable efforts to promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, and any material event involving the Company or its business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, except as expressly contemplated by this Agreement or disclosed in Schedule 4.1, the -29- Company shall not, without the prior written consent of Parent during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or and the Closing, Effective Time (which consent shall not be unreasonably withheld, the Company shall, and shall cause each member of the Company Group to (i) conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts withheld or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.delayed):

Conduct of Business of the Company. Except as expressly contemplated by During the period from the date of this Agreement, or in Section 5.1 Agreement and continuing until the earlier of the Disclosure Scheduletermination of this Agreement or the Closing, or subject to the limitations set forth below, the Company agrees as to itself and each of its Subsidiaries (except to the extent that the Investors Parent shall otherwise consent in writing, which consent shall not be withheld without a business justification) to carry on its business in the usual, regular and ordinary course consistent with past practice, to pay its debts and Taxes when due (including without limitation the making of cash distributions for the payment of Taxes to the Sellers in a manner consistent with past practices), to pay or perform its other material obligations when due, and use all commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors and other Persons having business dealings with it. The Company has delivered concurrently herewith its capital improvement expenditures budget (the “Budget”), including a detailed description of all capital improvement expenditures for the Horseshoe Casino Hammond pavilion renovation, the Horseshoe Casino Hammond parking garage development (together, the “Hammond Expansion Project”) and other planned capital improvement expenditures at Bossier Casino, Xxxxxxx Casino and Tunica Casino (together, the “Casino Properties”). The Company shall use commercially reasonable efforts to make in all material respects the capital expenditures reflected in the Budget, subject to the reasonable judgment of the Company after consultation with Parent. Without limiting the generality of the foregoing and as an extension thereof and except as (i) expressly contemplated by this Agreement or (ii) disclosed on Section 6.1 of the Company Disclosure Letter, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, without the written consent of Parent (which consent shall not be unreasonably withheld, the Company shall, and shall cause each member of the Company Group to (i) conduct its withheld without a business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payablejustification), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing not and shall not permit any of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.its Subsidiaries to:

Conduct of Business of the Company. Except as expressly contemplated permitted or required by this AgreementAgreement or with the prior written consent of Parent (which consent Parent shall use its commercially reasonable efforts to provide or withhold within three (3) Business Days of the Company's request therefor, and which consent otherwise shall not be unreasonably withheld, delayed or conditioned) during the period from the date of this Agreement until the Effective Time, or the date (if any) on which this Agreement is terminated pursuant to Section 8.1, the Company shall, and shall cause each of its Subsidiaries to, (w) conduct its business and operations in Section 5.1 the ordinary course in all material respects consistent with past practice, (x) use reasonable best efforts to maintain and preserve intact its business organization and advantageous business relationships and retain the services of its officers and key employees, (y) keep in full force and effect (with the same scope and limits of coverage) all insurance policies in effect as of the Disclosure Schedule, date of this Agreement covering its material assets and (z) take no action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of any party to obtain any necessary approvals of any Governmental Authority required for the Transactions or to perform its covenants and agreements under this Agreement or to consummate the extent that Transactions. Without limiting the Investors shall otherwise consent in writinggenerality of the foregoing, during the period from the date of this Agreement and continuing until to the earlier Effective Time, or the date (if any) on which this Agreement is terminated pursuant to Section 8.1, except as set forth in Section 5.1 of the termination of Company Disclosure Schedule and except as expressly permitted or required by this Agreement or Parent, the ClosingCompany shall not, and shall cause its Subsidiaries not to, without the prior written consent of Parent (which consent Parent shall use its commercially reasonable efforts to provide or withhold within three (3) Business Days of the Company's request therefor, and which consent otherwise shall not be unreasonably withheld, the Company shall, and shall cause each member of the Company Group to (i) conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts delayed or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.conditioned):

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement to the Closing Date, the Company and continuing until each of its subsidiaries shall conduct its operations only according to its ordinary and usual course of business; use its reasonable efforts to preserve intact its business organizations, keep available the earlier services of its officers and employees and maintain its relationships and goodwill with licensors, suppliers, distributors, customers, landlords, employees, agents and others having business relationships with it; subject to applicable laws relating to the exchange of information, confer with the Parent concerning operational matters of a material nature and report periodically to the Parent concerning the business, operations and financial condition of the termination of Company and its subsidiaries. Notwithstanding the immediately preceding sentence, prior to the Closing Date, except as may be first approved in writing by the Parent or as is otherwise permitted or required by this Agreement or the Closing, which consent shall not be unreasonably withheldAgreement, the Company shall, and shall cause each member of the Company Group to (i) conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conductedsubsidiaries to, (iia) pay refrain from amending or modifying its debts and Taxes when due, subject to good-faith disputes over such debts Certificate of Incorporation or TaxesByLaws from its form on the date of this Agreement, (iiib) pay refrain from paying or perform increasing any bonuses, salaries, or other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating compensation to any new director, officer, employee or existing customerstockholder or entering into any employment, supplierseverance, distributoror similar agreement with any director, licensorofficer, licensee or Person with whom any member of the Company Group has any material business dealingsemployee other than, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in each case, in the ordinary course of business consistent with past practice, (c) refrain from the adopting or increasing of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermoreprofit sharing, the Company shall promptly notify Investors in writing of any notice bonus, deferred compensation, savings, insurance, pension, retirement, or other communication employee benefit plan for or with any of its employees, (d) refrain from entering into any third party alleging that material contract or commitment except material contracts and commitments in the consentsordinary course of business consistent with past practice, waiver (e) refrain from increasing its indebtedness for borrowed money, except current borrowings in the ordinary course of business, (f) refrain from cancelling or approval waiving any claim or right of such third party substantial value which, individually or in the aggregate, is material, (g) refrain from declaring or may be paying any dividends in respect of its capital stock or redeeming, purchasing or otherwise acquiring any of its capital stock, (h) refrain from making any material change in accounting methods or practices, except as required by law or generally accepted accounting principles, (i) other than in connection with the executionexercise of Options, delivery refrain from issuing or performance selling any shares of this Agreement capital stock or any Related Agreement other securities, or issuing any securities convertible into, or options, warrants or rights to purchase or subscribe to, or entering into any arrangement or contract with respect to the consummation issue and sale of, any shares of its capital stock or any other securities, or making any other changes in its capital structure, (j) other than inventory sold in the ordinary course of business, refrain from selling, leasing or otherwise disposing of any asset or property having a value in excess of $100,000 in the aggregate, unless pursuant to an existing contract or commitment to do so which has been listed on Schedule 3.11 attached hereto, (k) refrain from entering into any commitment for the making of a capital expenditure in excess of $100,000, (l) refrain from writing off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business charged to applicable reserves, none of which individually or in the aggregate is material and (m) refrain from agreeing in writing to do any of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereofforegoing.

Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Closing, the Company agrees (unless the Company is required to take such action pursuant to this Agreement or the Purchaser shall give its prior consent in writing which consent shall not be unreasonably withheld or delayed) to carry on the Business in the usual, regular and ordinary course consistent with past practice and in any event consistent with the Forecast provided prior to the date of this Agreement to the Purchaser, to pay all Liabilities and Taxes applicable to the Business consistent with the Company's past practices (and in any event when due), to pay or perform other obligations applicable to the Business when due consistent with the Company's past practices (other than Liabilities, Taxes and other obligations, if any, contested in good faith through appropriate proceedings), and, to the extent consistent with the Business, to use all commercially reasonable efforts to preserve unimpaired the goodwill and ongoing business of the Purchased Assets until the Closing. Except as expressly contemplated required by this Agreement, or in Section 5.1 the Company shall not, without the prior written consent of the Disclosure SchedulePurchaser (which consent will not be unreasonably withheld or delayed) take or agree in writing or otherwise to take, any action that would reasonably be anticipated to make any of its representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder or cause any Closing condition not to be satisfied. Without limiting the extent that generality of the Investors shall otherwise consent in writingforegoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Article 8 or the Closing, which consent shall not be unreasonably withheld, except as required by this Agreement or the Company shall, and shall cause each member of the Company Group to (i) conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts Ancillary Agreements or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermoreconsistent with past practice, the Company shall promptly notify Investors in writing of not do, cause or permit any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All noticesfollowing, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall without the prior written consent of the Purchaser, which consent will not be in writing and delivered in accordance with Section 10.7 hereof.unreasonably withheld or delayed:

Conduct of Business of the Company. Except as During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with the terms set forth in ARTICLE IX of this Agreement or the Closing Date, the Company agrees that the Company and its Subsidiaries shall use commercially reasonable efforts to (except to the extent expressly contemplated by this AgreementAgreement or as consented to in writing by Diodes), (i) in all material respects, carry on their businesses in the ordinary course in substantially the same manner as heretofore conducted, pay debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other obligations when due, and use all reasonable efforts consistent with past practice and policies to preserve intact their present business organizations, and (ii) use their commercially reasonable efforts consistent with past practice to keep available the services of their present executive officers and directors and use their commercially reasonable efforts consistent with past practice to, in Section 5.1 all material aspects, preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with them, to the end that there shall not be a Material Adverse Effect on the Company as of the Disclosure Schedule, Closing Date. The Company agrees to promptly notify Diodes of any material event or occurrence not in the ordinary course of business consistent with past practice that would have or reasonably be expected to have a Material Adverse Effect on the extent that Company. Without limiting the Investors shall otherwise consent in writinggenerality of the foregoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, which consent shall not be unreasonably withheld, the Company shall, and shall cause each member of the Company Group to (i) conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all accordance with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not terms set forth in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date ARTICLE IX of this Agreement or the Closing. FurthermoreClosing Date, except as otherwise expressly permitted by or provided for in this Agreement, the Company shall promptly notify Investors in writing not do, allow, cause or permit any of the following actions to occur with respect to the Company without the prior written Consent of Diodes, which Consent shall not be unreasonably delayed or withheld; provided, however, that Diodes and Merger Sub acknowledge and agree that (i) this Section 5.1 shall not give Diodes the right, directly or indirectly, to control or direct the operations of the Company prior to the Closing to the extent prohibited by applicable Antitrust Laws, and (ii) Diodes shall be deemed to have provided its written Consent for any matter of which the Company delivers a written notice or other communication to Diodes expressly identifying this Section 5.1 and concerning which the Company has not received any written and specific objection from any third party alleging that Diodes within five (5) days of the consents, waiver or approval delivery of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.notice:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement and continuing until the earlier of (a) the termination of this Agreement or and (b) the Closing, which consent shall not be unreasonably withheld, the Company shall, and shall cause each member of agrees (unless the Company Group is otherwise required to (itake such action pursuant to this Agreement or SafeNet shall otherwise give its prior consent in writing) conduct to carry on its business substantially in the usual, regular and ordinary course in substantially the same manner as heretofore conductedconsistent with past practice, (ii) to pay its debts Liabilities and Taxes when dueconsistent with the Company’s past practices, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due consistent with the Company’s past practices (including accounts payableother than Liabilities, Taxes and other obligations, if any, contested in good faith and for which adequate reserves have been established), subject and, to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts the extent consistent with past practices and policies such business, to preserve intact its present business organizations, (vi) use commercially reasonable efforts to preserve substantially intact its present business organization, keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to employees and preserve the its relationships with its material customers, suppliers, distributors, licensors, licensees licensees, independent contractors and others other persons having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealingsit, all with the goal express purpose and intent of preserving substantially unimpaired the its goodwill and ongoing business of the Company Group businesses at and after the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of Except as expressly contemplated by this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. FurthermoreAgreement, the Company shall promptly notify Investors not, without the prior written consent of SafeNet, take or agree in writing or otherwise to take, any action that would result in the occurrence of any notice of the changes described in Section 3.21 or any other communication from action that would make any third party alleging that the consents, waiver of its representations or approval of such third party is or may be required warranties contained in connection with the execution, delivery or performance of this Agreement untrue or incorrect when made in any Related Agreement material respect. Neither the Company nor any Major Shareholder shall, without the prior written consent of SafeNet, take or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be agree in writing or otherwise to take, any action intended to, or that would, prevent the Company or such Major Shareholder from performing (or cause the Company or such Major Shareholder not to perform) its agreements and delivered covenants hereunder or intended to, or that would, cause any condition to SafeNet’s closing obligations in accordance with Section 10.7 hereof7.1 or Section 7.3 not to be satisfied. Notwithstanding the foregoing, the Company may use any and all of its available cash to pay its liabilities, including any Company Expenses, provided that such liabilities are reflected in the Estimated Closing Balance Sheet.

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during the period from From and after the date of this Agreement and continuing until prior to the earlier of the Effective Time or the termination of this Agreement pursuant to Article VII, except (i) as contemplated by this Agreement, (ii) as set forth in Section 5.1 of the Company Disclosure Letter, (iii) to comply with any COVID-19 Measures, (iv) as required by applicable Law or policy or guidance from a Governmental Authority, (v) for any action (including cessation of activities) taken by the ClosingCompany or any of its Subsidiaries that the Company or such Subsidiary, which after reasonable consultation with Parent, reasonably believes is required in order to protect the health, safety and welfare of the officers and employees of any of the Businesses and all other individuals having business dealings with any of the Businesses, or (vi) with the prior written consent shall of Parent, such consent not to be unreasonably withheld, delayed or conditioned, the Company shall, and shall cause each member of the Company Group to (i) conduct its business in the usualSubsidiaries to, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay use its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of conduct its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not operations only in the ordinary course of business business. Without limiting the generality of any member the foregoing, and except (i) as otherwise contemplated by this Agreement, (ii) as set forth in Section 5.1 of the Company Group Disclosure Letter, (iii) to comply with any COVID-19 Measures, (iv) as otherwise required by applicable Law or policy or guidance from a Governmental Authority, (v) for any action (including cessation of activities) taken by the Company or any event having a Material Adverse Effect involving any member of its Subsidiaries, after reasonable consultation with Parent, that the Company or such Subsidiary reasonably believes is required in order to protect the health, safety and welfare of the Company Group that arises during officers and employees of any of the period Businesses and all other individuals having business dealings with any of the Businesses, or (vi) with the prior written consent of Parent, such consent not to be unreasonably withheld, delayed or conditioned, from and after the date of this Agreement and continuing until prior to the earlier of the Effective Time or the termination date of this Agreement or the Closing. Furthermorepursuant to Article VII, the Company shall promptly notify Investors in writing not, and shall cause each of its Subsidiaries not to, take any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.following actions:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during the period from From the date of this Agreement and continuing until through the earlier of the Closing and the date of termination of this Agreement in accordance with its terms, the Company shall and shall cause the Subsidiaries to, except as expressly required pursuant to the terms of this Agreement, as set forth in Section 6.2 of the Company Disclosure Schedule, or the Closing, as consented to by Buyer in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), (i) operate the Company shall, and shall cause each member business of the Company Group to (i) conduct its business and the Subsidiaries in the usual, regular and ordinary course and in substantially all material respects consistent with past practice (except to the same manner as heretofore conductedextent otherwise required to comply with Section 6.2(a)-(q)), (ii) pay its debts and all Taxes when due, subject due and timely file all Tax Returns required to good-faith disputes over such debts be filed by the Company and any Subsidiary with due date on or Taxesprior to the Closing Date, (iii) pay provide prompt notice to Buyer if a key employee provides written notice to the Company or perform other material obligations when due (including accounts payable), subject a Subsidiary that he or she intends to good-faith disputes over such obligations, terminate his or her employment or services with the Company or its Subsidiaries and (iv) observe in all material respects all provisions of, and perform in all material respects all use its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (viiA) use commercially reasonable efforts to preserve the maintain existing relationships with its material customers, suppliers, distributors, licensors, licensees and others customers, employees, distributors or other Persons having material business dealings relationships with themthe Company or any of the Subsidiaries, (B) keep its physical assets and properties in good working condition (ordinary physical wear and tear excepted) and (viiiC) use commercially reasonable efforts preserve, renew, extend, protect (as applicable) the confidential nature of and legal protections applicable to enter into legally binding agreements incorporating and keep in full force and effect all material Company Intellectual Property in the United States and Canada and all Company Registered IP worldwide. Without limiting the generality of the foregoing, except as expressly required pursuant to the terms and conditions of any new material arrangementthis Agreement (excluding the preceding sentence), obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member as set forth in Section 6.2 of the Company Group has any material business dealingsDisclosure Schedule, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company or as consented to by Buyer in writing (which consent shall promptly notify Investors upon becoming aware of any event not be unreasonably conditioned, withheld, delayed or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermoredenied), the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that not and shall cause the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.Subsidiaries not to:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent All parties mutually agree that the Investors shall otherwise consent in writing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to the provisions of Section 8.1 hereof or the Closing, which the Company, Parent and Merger Sub each shall (unless otherwise required by this Agreement or Company has given its prior written consent shall not be unreasonably withheldto Parent or Merger Sub or Parent has given its prior written consent to the Company, as the Company shall, and shall cause each member of the Company Group to (icase may be) conduct carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conductedconsistent with past practice, (ii) to pay its debts Liabilities and Taxes consistent with its past practices, to pay or perform other obligations when duedue consistent with its past practices, subject to good-any good faith disputes over such debts or TaxesLiabilities, (iii) pay or perform Taxes and other material obligations when due (including accounts payable)and, subject to good-faith disputes over the extent consistent with such obligationsbusiness, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) to use commercially reasonable efforts consistent with past practices and institute all policies to preserve intact its present business organizationsorganization, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the its relationships with its material customers, suppliers, distributors, licensors, licensees licensees, independent contractors and others other Persons having material business dealings with them, it and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating cause its Subsidiaries to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of do the Company Group has any material business dealingssame, all with the goal express purpose and intent of preserving unimpaired the its goodwill and ongoing business of the Company Group businesses at the Closing. The Company shall promptly notify Investors upon becoming aware of Notwithstanding any event or occurrence or emergency which is material and not other provisions in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. FurthermoreAgreement, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that have the consents, waiver or approval of such third party is or may be required in connection with right to negotiate and settle the execution, delivery or performance of Navy Billing Dispute. Except as expressly contemplated by this Agreement or disclosed in Schedules, neither (1) Company, on the one hand, nor (2) Parent or Merger Sub on the other hand, will, without the prior written consent of the other, voluntarily take or agree in writing or otherwise to take any Related action that would make any of its representations or warranties contained in this Agreement untrue or incorrect or prevent the applicable party (or parties) from performing or cause the applicable party (or parties) not to perform its agreements and covenants hereunder. Except as expressly contemplated by this Agreement or disclosed in Schedules, the consummation Company will not, without the prior written consent of the transactions contemplated hereby and thereby. All noticesParent, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be voluntarily take or agree in writing and delivered in accordance with Section 10.7 hereof.or otherwise to:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, Seller shall (except to the extent that Buyer shall otherwise consent in writing, which consent shall will not be unreasonably withheld, conditioned or delayed) cause the Company shall, and shall cause each member of the Company Group shall agree to (i) conduct carry on its business diligently in the usual, regular and ordinary course in substantially the same manner as heretofore conductedconsistent with past practice, (ii) pay its debts when due and to pay its Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform its other material obligations when due (including accounts payable), subject and to good-faith disputes over such obligations, (iv) observe in use all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to maintain in full effect the Company Permits, keep and maintain the assets used in the Business in good operating condition and repair, maintain the business organization of the Company intact and preserve the goodwill of the suppliers, contractors, licensors, Employees, customers, distributors and others having business relations with the Company, make available to Buyer and Parent Nxxxxxxx Xxxxxxx (or an executive knowledgeable about the Business designated by ROC's President and Chief Executive Officer should Mx. Xxxxxxx become unavailable for reasons beyond the control of Mx. Xxxxxxx or the Company), upon reasonable prior notice to ROC's President and Chief Executive Officer, Axxx Xxxx, and in a manner that reasonably minimizes the interference with Mx. Xxxxxxx'x performance of his duties to the Company and the disruption to the Company's business activities, and not terminate the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the ClosingMx. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during Xxxxxxx. During the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, Seller shall not, and shall cause the Company shall promptly notify Investors in writing and its respective Affiliates not to, and the Company agrees not to, attempt to persuade or solicit any Employee, or any individual who devotes a majority of any notice his or other communication from any third party alleging that her time to the consentsBusiness, waiver not to continue his or approval of such third party is her employment or engagement, as the case may be required in connection be, with the execution, delivery or performance of this Agreement or any Related Agreement or Company after the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereofClosing.

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, which consent shall not be unreasonably withheldEffective Time, the Company shallagrees to operate the business of Company and each of its subsidiaries, and except to the extent that Parent shall cause each member of the Company Group otherwise consent in writing, such consent or refusal to (i) conduct its business consent not to be unreasonably delayed, in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) to pay its the debts and Taxes of the Company and each of its subsidiaries when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable)due, subject and, to good-faith disputes over the extent not inconsistent with such obligationsbusiness, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to preserve intact the Company’s and its subsidiaries’ present business organizations, keep available the services of the Company’s and its subsidiaries’ present officers and key employees, (vii) use commercially reasonable efforts to and preserve the Company’s and its subsidiaries’ relationships with its material customers, suppliers, distributors, licensors, licensees licensees, and others having material business dealings with themit. In furtherance of the foregoing, the Company agrees that it will book invoices and make accruals promptly upon receipt, that it will pay its accounts payable on a timely basis in accordance with past practices, and (viii) use commercially reasonable efforts that it will continue to enter into legally binding agreements incorporating all material terms purchase and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill replenish inventory and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not maintain inventory levels in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of consistent with past practices. Except as expressly contemplated by this Agreement or as set forth in Section 4.1 of the Closing. FurthermoreDisclosure Schedule or to comply with applicable laws and regulations or pre-existing contractual obligations contained in contracts disclosed on the Disclosure Schedule as in effect on the date hereof, neither the Company shall promptly notify Investors in writing nor any of any notice its subsidiaries shall, without the prior written consent of Parent, such consent or other communication from any third party alleging that the consents, waiver or approval of such third party is or may refusal to consent not to be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.unreasonably delayed:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date execution and delivery of this Agreement by the Company and continuing until the earlier of the termination of this Agreement or the ClosingEffective Time, the Company agrees (unless it is required to take such action pursuant to this Agreement or Cimatron shall give its prior consent in writing, which consent shall not be unreasonably withheld, the Company shall, and shall cause each member of the Company Group ) to (i) conduct carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) consistent with past practice to pay its debts Liabilities and Taxes consistent with the Company’s past practices (and in any event when due), subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due consistent with the Company’s past practices (including accounts payableother than Liabilities, Taxes and other obligations, if any, contested in good faith through appropriate proceedings), subject and, to good-faith disputes over the extent consistent with such obligationsbusiness, (iv) observe in to use all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and institute all policies required to preserve intact its present business organizationsorganization, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to employees and preserve the its relationships with its material customers, suppliers, distributors, licensors, licensees licensees, independent contractors and others other Persons having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealingsit, all with the goal express purpose and intent of preserving unimpaired the its goodwill and ongoing business of the Company Group businesses at the ClosingEffective Time. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of Except as expressly required by this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. FurthermoreAgreement, the Company shall promptly notify Investors not, without the prior written consent of Cimatron, take or agree in writing or otherwise take, any action that would result in the occurrence of any notice of the changes described in Section 4.9 or any other communication from action that would make any third party alleging that the consents, waiver of its representations or approval of such third party is or may be required warranties contained in connection with the execution, delivery or performance of this Agreement untrue or incorrect in any material respect or prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder or cause any condition to Cimatron’s closing obligations in Section 8.1 or Section 8.3 (or any Related Agreement condition to the Company’s closing obligations in Section 8.1 or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant Section 8.2) not to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereofsatisfied.

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, set forth on Schedule 4.1 or as otherwise consented to in Section 5.1 writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless Parent fails to respond within five (5) calendar days of Parent’s receipt of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writingCompany’s written request for consent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or and the Closing, which consent shall not be unreasonably withheldEffective Time, the Company shall, and shall cause each member of the Company Group agrees (1) to (i) conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii2) to pay its the debts and Taxes of the Company and each Company Subsidiary when due, due (subject to good-faith disputes over such debts or TaxesSection 4.1(h) below), (iii3) to use its commercially reasonable efforts to pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligationsdue, (iv4) observe in all material respects all provisions ofto the extent consistent with such business, and perform in all material respects all to use its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its the present business organizationsorganizations of the Company, (vi5) to use commercially reasonable efforts to keep available the services of its the present officers and key employees, employees of the Company and each Company Subsidiary and (vii6) to use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealingsand each Company Subsidiary with customers and suppliers, all with the goal of preserving unimpaired the goodwill and ongoing business businesses of the Company Group at the ClosingEffective Time. The Company shall promptly notify Investors upon becoming aware Parent of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group and any material event involving the Company or any event having a Material Adverse Effect involving any member of the Company Group Subsidiary that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the ClosingEffective Time. FurthermoreIn addition to the foregoing, except as expressly contemplated by this Agreement or required by applicable Law, and except as expressly set forth in Section 4.1 of the Disclosure Schedule, the Company shall promptly notify Investors in writing not, and shall cause each Company Subsidiary not to, without the prior consent of any notice Parent (which consent shall not be unreasonably withheld, conditioned or other communication delayed), unless Parent fails to respond within five (5) calendar days of Parent’s receipt of the Company’s written request for consent, from any third party alleging that and after the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance date of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.Agreement:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement hereof and continuing until the earlier of the termination of this Agreement in accordance with the terms hereof or the ClosingClosing (the “Pre-Closing Period”), the Company shall and Parent and Seller shall cause the Company to: (a) conduct the business of the Company in the ordinary course of business consistent with past practice (except to the extent (i) expressly provided otherwise herein or (ii) with Purchaser’s prior written consent (which consent shall will not be unreasonably withheld, conditioned or delayed)) and in compliance in all material respects with all Applicable Law and Contracts; (b) except as required under this Agreement, use its commercially reasonable efforts consistent with past practices to preserve intact the Company shallCompany’s present business organizations, lines of business and shall cause each member of its relationships with customers, suppliers, distributors, licensors, lessors and other third parties having business dealings with the Company Group to Company; (c) (i) conduct its business timely pay in full prior to the usual, regular Closing all undisputed outstanding accounts payable when due (including outstanding invoices for services provided by third parties to the Company) as determined in accordance with US GAAP and ordinary course in substantially the same manner as heretofore conductedpay all other Indebtedness when due, (ii) timely pay all of its debts and Taxes when due, subject to good-due and payable unless there is a good faith disputes dispute over such debts or TaxesTaxes as long as non-payment of such Taxes is compliant with Applicable Laws, (iii) timely file all Tax Returns required to be filed prior to Closing in a manner consistent with past practice except as otherwise required by Applicable Law and pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over the reasonable expenses of preparation for such obligationsTax Returns, (iv) observe in all material respects all provisions of, and pay or perform in all material respects all its other obligations under, any Contractwhen due, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material collect accounts receivable when due and not in extend credit outside of the ordinary course of business consistent with past practice, (vi) sell products and services consistent with past practices as to service and maintenance terms and incentive programs, (vii) recognize revenue consistent with past practice and policies and in accordance with US GAAP requirements, (viii) maintain its assets and properties in good operating condition and repair and (ix) prosecute and maintain all registrations and applications to register the Company’s Intellectual Property Rights, including paying any related fees when due; (d) assure that each of the Company’s Contracts (other than with Purchaser) entered into after the date hereof (i) that would constitute a Material Contract or (ii) the termination of which would impose any material penalty or material damage on the Company will not require the procurement of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consentsconsent, waiver or approval novation or provide for any change in the obligations of such third any party is or may be required in connection with with, or terminate as a result of the executionconsummation of, delivery or performance of this Agreement the Share Sale or any Related Agreement or the consummation of the transactions contemplated hereby hereunder, and thereby. All noticesshall give reasonable advance notice to Purchaser prior to allowing any Material Contract or right thereunder to lapse or terminate by its terms; (e) maintain the Company’s current insurance coverage covering the reasonably anticipated risks of the Company’s business as conducted, request for consents and other communications pursuant upon any damage, destruction or loss to Sections 5.1 any of the Company’s assets, apply any and 5.2 shall be all insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof; (f) perform in writing and delivered in accordance with Section 10.7 hereof.all material respects its then-current obligations under each Material Contract; and

Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company agrees (unless the Company is required to take such action pursuant to this Agreement or Acquiror shall give its prior consent in writing which consent shall not be unreasonably withheld) to carry on its business in the usual, regular and ordinary course consistent with past practice and in any event consistent with the Company's 2000 Business Plan provided prior to the date of this Agreement to Acquiror, to pay its Liabilities and Taxes consistent with the Company's past practices (and in any event when due, unless subject to a good faith dispute), to pay or perform other obligations when due consistent with the Company's past practices (other than Liabilities, Taxes and other obligations, if any, contested in good faith through appropriate proceedings), and, to the extent consistent with such business, to use reasonable efforts and institute all policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, independent contractors and other Persons having business dealings with it, all with the express purpose and intent of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Acquiror, take or agree in writing or otherwise to take, any action that would result in the occurrence of any of the changes described in Section 5.1 3.6 of this Agreement. Without limiting the generality of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writingforegoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the ClosingEffective Time, which consent shall not be unreasonably withheld, except as set forth in the Company shall, and shall cause each member of the Company Group to (i) conduct its business in the usual, regular and ordinary course in substantially the same manner Disclosure Schedule or as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts required or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of expressly permitted by this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. FurthermoreAgreement, the Company shall promptly notify Investors in writing of not do, cause or permit any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All noticesfollowing, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.without the prior written consent of Acquiror:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during (a) During the period from commencing on the date of this Agreement hereof and continuing until ending on the earlier of the termination of this Agreement in accordance with its terms and the Closing (the “Pre-Closing Period”), except as: (i) otherwise provided in or permitted by this Agreement, (ii) set forth in Section 5.1(a) of the Sellers Disclosure Schedules, (iii) required by any Law or Order (including any COVID-19 Measures) applicable to Sellers or any Acquired Company or the Closingassets, or operation of the business, of Sellers or any Acquired Company or any Contract to which an Acquired Company is party or by which any of the Acquired Companies’ assets or properties are bound (with prompt notice of any material action taken in connection therewith made to Buyer to the extent practicable), (iv) for actions taken in Sellers’ reasonable judgment that are necessary to protect the health and safety of the employees, customers and suppliers of any Acquired Company in response to the COVID-19 Pandemic or any COVID-19 Measures (with prompt notice of any material action taken in connection therewith made to Buyer to the extent practicable), or (v) consented to in writing (including via email) by Xxxxx’s Chief Executive Officer, Chief Financial Officer or Vice President of Legal Affairs (which consent shall not be unreasonably withheld, conditioned or delayed, and provided that the Company failure of Buyer to respond to such a request for consent within five (5) Business Days thereafter shall be deemed to constitute consent) (provided that, with respect to clauses (ii), (iii) and (iv) above, Sellers shall consult (via email or otherwise) with any of the Buyer’s Chief Executive Officer, Chief Financial Officer or Vice President of Legal Affairs and consider reasonable requests by Buyer prior to taking any such action), Sellers shall, and shall cause each member of the Company Group to (i) conduct its business in the usualAcquired Companies to, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available (A) operate the services business of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with themAcquired Companies in the Ordinary Course of Business, and (viiiB) use commercially reasonable efforts maintain and preserve the Acquired Companies’ present business organizations, assets and technology, subject to enter into legally binding agreements incorporating all material terms ordinary wear and conditions tear; provided, however, that (1) no action or inaction by Sellers or any of any new material arrangement, obligation, commitment or undertaking of any nature relating the Acquired Companies with respect to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom matters specifically addressed by any member clause of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company Section 5.1(b) shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or any event having be deemed a Material Adverse Effect involving any member of the Company Group that arises during the period from the date breach of this Agreement Section 5.1(a) unless such action or inaction would constitute a breach of such clause of Section 5.1(b), and continuing until the earlier of the termination date (2) Buyer’s consent with respect to any action or matter pursuant to Section 5.1(b) shall be deemed to constitute consent for all purposes under this Agreement, including for purposes of this Agreement or the ClosingSection 5.1(a). Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, Any request for consents and other communications consent pursuant to Sections 5.1 and 5.2 this Section 5.1(a) shall be in writing sent to each of Buyer’s Chief Executive Officer, Chief Financial Officer and delivered Vice President of Legal Affairs in accordance with Section 10.7 hereof11.2. For the avoidance of doubt, the consent of any one of the Chief Executive Officer, Chief Financial Officer or Vice President of Legal Affairs shall be sufficient for purposes of this Section 5.1(a).

Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company agrees (unless the Company is required to take such action pursuant to this Agreement or Acquirer shall give its prior consent in writing which consent shall not be unreasonably withheld) to carry on its business in the usual, regular and ordinary course consistent with past practice and in any event consistent with the Operating Plan provided prior to the date of this Agreement to Acquirer (including continuing to hire new employees at a rate at least at the levels provided in the Operating Plan; any material deviations from, or material modifications to, the Operating Plan shall be required to be approved in advance by Acquirer), to pay its Liabilities and Taxes consistent with the Company’s past practices (and in any event when due), to pay or perform other obligations when due consistent with the Company’s past practices (other than Liabilities, Taxes and other obligations, if any, contested in good faith through appropriate proceedings), and, to the extent consistent with such business, to use all commercially reasonable efforts and institute all policies required to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, independent contractors and other Persons having business dealings with it, all with the express purpose and intent of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Acquirer, take or agree in writing or otherwise to take, any action that would make any of its representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder or knowingly cause any condition to Acquirer’s closing obligations in Section 5.1 7.1 or Section 7.3 not to be satisfied. Without limiting the generality of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writingforegoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the ClosingEffective Time, which consent shall not be unreasonably withheld, the Company shall, and shall cause each member of the Company Group to (i) conduct the Company shall cause its officers to report regularly to Acquirer concerning the status of the Company’s business in and notify Acquirer of any materially negative event known to the usualCompany involving or adversely affecting the Company or its businesses, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not except as set forth in the ordinary course of business of any member of the Company Group Disclosure Schedule or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of as required or expressly permitted by this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. FurthermoreAgreement, the Company shall promptly notify Investors in writing of not do, cause or permit any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All noticesfollowing, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.without the prior written consent of Acquirer:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, which consent shall not be unreasonably withheld, the Company shall, agrees to conduct the business of Company and shall to cause each member its Subsidiaries to conduct the business of the Company Group other Acquired Companies, except to (i) conduct its business the extent that Purchaser shall otherwise consent in writing in accordance with Section 5.3 hereof, in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) to pay its the debts and Taxes of the Acquired Companies when due, due (subject to good-faith disputes over such debts or TaxesPurchaser’s review and consent to the filing of any Tax Return, (iiias set forth in Section 5.1(e) below), to pay or perform other material obligations when due (including accounts payable)due, subject and, to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts the extent consistent with past practices and policies such business, to preserve intact its the present business organizationsorganizations of the Acquired Companies, (vi) to use commercially reasonable efforts within the context of applicable Employment Law to keep available maintain the services of its present officers Service Providers employed by the Acquired Companies as of the date hereof and key employees, (vii) use commercially reasonable efforts to at Closing and preserve the relationships of the Acquired Companies with its material customers, suppliers, distributors, licensors, licensees licensees, and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business of the Company Group Acquired Companies at the Closing. The Company shall promptly notify Investors upon becoming aware Purchaser of any event or occurrence or emergency which is material and not in the ordinary course of business of the Acquired Companies and any member of material event involving the Company Group or any event having a Material Adverse Effect involving any member of the Company Group Acquired Companies that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. FurthermoreExcept as expressly contemplated by this Agreement, the Company shall promptly notify Investors in writing not and shall cause the other Acquired Companies to not, without the prior written consent of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may Purchaser which consent shall not be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered unreasonably withheld in accordance with Section 10.7 5.3 hereof.:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to the provisions of ARTICLE VIII hereof or the Closing, which consent shall not be unreasonably withheldEffective Time, the Company shallagrees, and shall agrees to cause each member of the Company Group its Subsidiaries, to (i) conduct its business business, except to the extent that Parent shall otherwise consent in writing, in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) to pay its their respective debts and Taxes when due, due (subject to good-faith disputes over such debts or TaxesParent's right pursuant to SECTION 4.1(e) hereof to review and approve the filing of any Tax Returns), (iii) to pay or perform other material obligations when due (including all accounts payable), subject to good-faith disputes over such obligationspreserve its cash (other than valid Third Party Expenses, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts expenses associated with the ordinary course of operations of the Company consistent with past practices practice, and policies costs and expenses incurred in connection with the Patent Litigation) and, to the extent consistent with such business, to preserve intact its their respective present business organizations, (vi) use commercially reasonable commercial efforts to keep available the services of its their respective present officers and key employees, (vii) use commercially reasonable efforts to employees and preserve the their respective relationships with its material customers, suppliers, distributors, licensors, licensees licensees, and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill and ongoing business businesses of the Company Group and its Subsidiaries at the ClosingEffective Time. The Company shall promptly notify Investors upon becoming aware Parent of any event or occurrence or emergency which is material and not in the regular and ordinary course of business of any member of the Company Group or its Subsidiaries and any material event having a Material Adverse Effect involving any member of the Company Group or its Subsidiaries that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement pursuant to the provisions of SECTION 9.1 hereof or the ClosingEffective Time. FurthermoreIn addition to the foregoing, except as expressly contemplated by this Agreement and except as expressly set forth in SECTION 4.1 of the Disclosure Schedule, neither the Company shall promptly notify Investors in writing nor any of any notice or other communication its Subsidiaries shall, without the prior written consent of Parent, from any third party alleging that and after the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance date of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.Agreement:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during (a) During the period from commencing on the date of this Original Agreement Date and continuing until ending on the earlier of the termination of this Agreement in accordance with its terms and the Closing Date (the “Pre-Closing Period”), except as (i) otherwise required by this Agreement, (ii) set forth in Section 5.1(a) or Section 5.1(b) of the Sellers Disclosure Schedules, (iii) required by any Law or Order applicable to Sellers or any Acquired Company or the assets, or operation of the business, of Sellers or any Acquired Company or any Contract (which was entered into before the Closing, ) to which an Acquired Company is party or by which any of the Acquired Companies’ assets or properties are bound or (iv) consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed, and provided that the Company failure of Buyer to respond to such a request for consent within seven (7) Business Days thereafter shall be deemed to constitute consent), Sellers shall, and shall cause each member of the Company Group to (i) conduct its business in the usualAcquired Companies to, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts to: (1) operate the business of the Acquired Companies in the ordinary course of business consistent with past practices practice (including with respect to the making of Capital Expenditures) and policies to in material compliance with its Permits and Law; and (2) (A) maintain and preserve intact its the Acquired Companies’ present business organizations, assets and technology; (viB) use commercially reasonable efforts maintain in effect all of the Permits material to keep available the services business of its present officers the Acquired Companies; (C) maintain and key employees, (vii) use commercially reasonable efforts to preserve the Acquired Companies’ relationships and good will with its material customers, suppliers, distributors, licensors, licensees suppliers and others having material business dealings with them, the Acquired Companies; and (viiiD) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member manage the working capital of the Company Group has any material business dealings, all with Acquired Companies (including the goal timing of preserving unimpaired the goodwill collection of accounts receivable and ongoing business payment of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not accounts payable) in the ordinary course of business consistent with past practice (provided that Sellers shall not take any action (or direct the Acquired Companies to take any action), the primary intent of which is to manipulate the Working Capital Adjustment Amount and/or the Final Working Capital Adjustment Amount); provided, however, that (x) no action or inaction by Sellers or any member of the Company Group or Acquired Companies with respect to any event having matters specifically addressed by any clause of Section 5.1(b) shall be deemed a Material Adverse Effect involving any member of the Company Group that arises during the period from the date breach of this Agreement Section 5.1(a) unless such action or inaction would constitute a breach of such clause of Section 5.1(b) and continuing until the earlier of the termination date (y) Buyer’s consent with respect to any action or matter pursuant to Section 5.1(b) shall be deemed to constitute consent for all purposes under this Agreement, including for purposes of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof5.1(a).

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, which consent shall not be unreasonably withheld, the Company shallagrees (except to the extent that Monaco shall otherwise consent in writing), and shall cause each member of the Company Group to (i) conduct carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) materially comply with all the terms, conditions and provisions of all laws, rules regulations, orders, leases, liens, mortgages, agreements, insurance policies and other contractual arrangements relating to the Property, to pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable)due, subject confer with Monaco concerning material business or operational matters relating to good-the Company’s business, use reasonable, good faith disputes over efforts to maintain all the assets of the Company in their current condition and to promptly replace, repair or restore such obligationsassets in the event of any damage to or destruction of any of such assets prior to the Closing, (iv) observe maintain the books and records in all material respects all provisions ofthe usual, regular and ordinary manner, on a basis consistent with prior years, report periodically to Monaco concerning the status and operation of the Project, and perform in to use all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices practice and policies to preserve intact its the Company’s present business organizations, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to employees and preserve the their relationships with its material customers, suppliers, distributors, licensors, licensees licensees, and others having material business dealings with them, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealingsit, all with the goal of preserving unimpaired the Company’s goodwill and ongoing business of the Company Group businesses at the Closing; it being understood that Monaco and the Company shall keep each other informed of developments to, and relating actions to be taken in connection with the matters described in Schedule 6.3(g) hereto. Without limiting the foregoing, but subject to the limitations in Sections 4.1(a)-4.1(aa) below, during such period, the Company agrees to (i) perform all of its obligations under all Approvals and applications therefore other than recording the subdivision Plat for Phase I of the Project and obtaining the Property Report from the California Division of Real Estate to permit the sale of lots in Phase I and (ii) maintain the present insurance on the Property and promptly provide Monaco with copies of any written notice from any insurance company or board of fire underwriters (or other body exercising similar functions) of any defects or inadequacies in the Property or requesting performance of any repairs, alterations or other work to the Property. The Company shall promptly notify Investors upon becoming aware Monaco of any event or occurrence or emergency which is material and not in the ordinary course of business of the Company, and any member of material event involving the Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of Company. Except as expressly contemplated by this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. FurthermoreAgreement, the Company shall promptly notify Investors in writing not, without the prior written consent of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof.Monaco:

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during (a) During the period from commencing on the date of this Agreement hereof and continuing until ending on the earlier of the termination of this Agreement in accordance with its terms and the Closing Date (the “Pre-Closing Period”), except as (i) otherwise required by this Agreement, (ii) set forth in ‎Section 5.1(a) or ‎Section 5.1(b) of the Sellers Disclosure Schedules, (iii) required by any Law or Order applicable to Sellers or any Acquired Company or the assets, or operation of the business, of Sellers or any Acquired Company or any Contract (which was entered into before the Closing, ) to which an Acquired Company is party or by which any of the Acquired Companies’ assets or properties are bound or (iv) consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed, and provided that the Company failure of Buyer to respond to such a request for consent within seven (7) Business Days thereafter shall be deemed to constitute consent), Sellers shall, and shall cause each member of the Company Group to (i) conduct its business in the usualAcquired Companies to, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts to: (1) operate the business of the Acquired Companies in the ordinary course of business consistent with past practices practice (including with respect to the making of Capital Expenditures) and policies to in material compliance with its Permits and Law; and (2) (A) maintain and preserve intact its the Acquired Companies’ present business organizations, assets and technology; (viB) use commercially reasonable efforts maintain in effect all of the Permits material to keep available the services business of its present officers the Acquired Companies; (C) maintain and key employees, (vii) use commercially reasonable efforts to preserve the Acquired Companies’ relationships and good will with its material customers, suppliers, distributors, licensors, licensees suppliers and others having material business dealings with them, the Acquired Companies; and (viiiD) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member manage the working capital of the Company Group has any material business dealings, all with Acquired Companies (including the goal timing of preserving unimpaired the goodwill collection of accounts receivable and ongoing business payment of the Company Group at the Closing. The Company shall promptly notify Investors upon becoming aware of any event or occurrence or emergency which is material and not accounts payable) in the ordinary course of business consistent with past practice (provided that Sellers shall not take any action (or direct the Acquired Companies to take any action), the primary intent of which is to manipulate the Working Capital Adjustment Amount and/or the Final Working Capital Adjustment Amount); provided, however, that (x) no action or inaction by Sellers or any member of the Company Group or Acquired Companies with respect to any event having matters specifically addressed by any clause of ‎Section 5.1(b) shall be deemed a Material Adverse Effect involving any member of the Company Group that arises during the period from the date breach of this Agreement ‎Section 5.1(a) unless such action or inaction would constitute a breach of such clause of ‎Section 5.1(b) and continuing until the earlier of the termination date (y) Buyer’s consent with respect to any action or matter pursuant to ‎Section 5.1(b) shall be deemed to constitute consent for all purposes under this Agreement, including for purposes of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereof‎Section 5.1(a).

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, Agreement or to the extent that the Investors Investors’ Representative shall otherwise consent in writing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, which consent shall not be unreasonably withheld, the Company shall, and shall cause each member of the Company Group to to, (i) conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, subject to good-faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due (including accounts payable), subject to good-faith disputes over such obligations, (iv) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any ContractMaterial Contract (other than in connection with the payment of the Liabilities as further described in Section 3.6(b) of the Disclosure Schedule), (v) use commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizationsorganizations (other than as part of the reorganization and restructuring of Subsidiaries, as listed in Schedule 1.11.1(c) of the Disclosure Schedule), (viiii) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable best efforts to preserve the relationships with its material customers, suppliers, distributors, licensors, licensees licensees, and others having material business dealings with them, and (viii) use commercially reasonable best efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the goodwill (such term not to refer to its meaning under GAAP) and ongoing business of the Company Group at the Closing. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, the Company shall, and shall cause each member of the Company Group to pay its debts, Liabilities and Taxes, and pay or perform other material obligations when due (including accounts payable) substantially in accordance with the guidelines presented to the Investors prior to the date hereof, except to the extent that the Investors’ Representative shall otherwise consent in writing (which shall include payment of the Liabilities listed in Section 3.6(b) of the Disclosure Schedule). The Company shall promptly notify Investors upon becoming aware the Investors’ Representative of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the Company Group or Group, as a whole, and any material event having a Material Adverse Effect involving any member of the Company Group Group, as a whole, that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors the Investors’ Representative in writing of any notice or other communication from any third party alleging that the consents, waiver or approval consent of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby; and the Company shall promptly advise the Investors’ Representative in writing of any material legal proceeding or material claim threatened, commenced or asserted against or with respect to any member of the Company Group. All notices, request for consents and other communications No notification given to the Investors’ Representative pursuant to Sections 5.1 this ARTICLE IV shall limit or otherwise affect any of the representations, warranties, covenants or obligations of the Company contained in this Agreement. In addition to the foregoing, from and 5.2 after the date of this Agreement, except as expressly contemplated by this Agreement, or pursuant to a Legal Requirement (in each case after consultation with counsel and, to the extent reasonably feasible, prior written notification of at least five (5) days to the Investors’ Representative), the Company shall not and shall not permit any member of the Company Group, to do any of the following, without the prior written consent of the Investors’ Representative, which shall not be unreasonably withheld and which shall be given within (3) three Business Days of receipt of a reasonably detailed request accompanied by all reasonable necessary documentation and information, provided however, that, except with respect to clauses (a), (b), (c), (o) or (s) below, in the event that: (i) the Investors’ Representative denies in writing the taking of an action pursuant to this Section, the Company (or such other member of the Company Group) shall nevertheless be permitted to take such action if following the Investors’ Representative’s denial such action is brought to the vote of and delivered approved by the Company’s Board of Directors (and in accordance with Section 10.7 hereof.the case of subsection (p) below, subject to the limitations set forth therein), and (ii) the Investors’ Representative does not respond to any such request pursuant to this Section, the Company (or such other member of the Company Group) shall nevertheless be permitted to take such action following the lapse of said three (3) Business Days period (and in the case of subsection (p) below, subject to the limitations set forth therein):

Conduct of Business of the Company. Except as expressly contemplated by this Agreement, or in Section 5.1 of the Disclosure Schedule, or to the extent that the Investors shall otherwise consent in writing, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the ClosingEffective Time, the Company shall and shall cause each of its Subsidiaries to (except to the extent expressly contemplated by this Agreement or as consented to in writing by Parent, which consent shall not be unreasonably withheld, the Company shall, and shall cause each member of the Company Group to conditioned or delayed) (i) conduct carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due, due subject to good-good faith disputes over such debts or TaxesTaxes for which adequate reserves have been established in accordance with GAAP, to pay or perform other obligations when due subject to good faith disputes over whether payment or performance is owing, (iii) pay or perform other material obligations when due (including maintain its cash management practices and its policies, practices and procedures with respect to collection of accounts receivables, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of accounts payable), subject to good-faith disputes over such obligationsaccrual of other expenses, deferral of revenue, and acceptance of customer deposits in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and (iv) observe in to use all material respects all provisions of, and perform in all material respects all its obligations under, any Contract, (v) use commercially reasonable efforts consistent with past practices practice and policies to (x) preserve substantially intact its present business organizationsorganization, (vi) use commercially reasonable efforts to keep available the services of its present officers and key employees, (vii) use commercially reasonable efforts to Key Employees and preserve the its relationships with its material customers, suppliers, distributors, licensors, licensees customers and suppliers and others having material business dealings with themit, and (viii) use commercially reasonable efforts to enter into legally binding agreements incorporating all material terms and conditions of any new material arrangement, obligation, commitment or undertaking of any nature relating to any new or existing customer, supplier, distributor, licensor, licensee or Person with whom any member of the Company Group has any material business dealings, all with the goal of preserving unimpaired the end that its goodwill and ongoing business businesses shall not be substantially impaired at the Effective Time, (y) maintain all of its material assets in their current condition, ordinary wear and tear excepted and, in the event of any damages to or destruction of any of the assets prior to the Closing Date, promptly replace, repair or restore such assets and (z) conduct its business in material compliance with all applicable Legal Requirements. The Company Group at and each of its Subsidiaries shall retain all books, records, and documents necessary for the Closingpreparation of Tax Returns and Audits. The Company shall promptly notify Investors upon becoming aware Parent of any event or occurrence or emergency which is material and not in the ordinary course of business of any member of the could have a Company Group or any event having a Material Adverse Effect involving any member of the Company Group that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Furthermore, the Company shall promptly notify Investors in writing of any notice or other communication from any third party alleging that the consents, waiver or approval of such third party is or may be required in connection with the execution, delivery or performance of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby and thereby. All notices, request for consents and other communications pursuant to Sections 5.1 and 5.2 shall be in writing and delivered in accordance with Section 10.7 hereofEffect.