Common use of Conduct of the Business Clause in Contracts

Conduct of the Business. During the period from the Agreement Date and continuing until the earlier of: (a) the termination of this Agreement; (b) the date that Capricorn and its Affiliates have purchased the SPR and PCR Business in accordance with the Capricorn Repurchase Right (as defined below); (c) the date that the Deed of Share Charge (as defined below) is duly terminated; or (d) the date the amount of the Escrow Deposit (as defined in the Deed of Share Charge) reflects the Qualified Amount (as defined in the Deed of Share Charge), the Seller Parties shall and shall cause the Seller Group to (except to the extent expressly contemplated by this Agreement, or as consented to in writing by Capricorn or Capricorn Sub in their reasonable discretion) to carry on such businesses in the usual, regular and ordinary course, consistent with past practice, in substantially the same manner as heretofore conducted, to pay debts and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other obligations when due, and 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 its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing Business shall be unimpaired. The Seller Parties shall and shall cause the Seller Group to promptly notify Capricorn and Capricorn Sub of any event or occurrence not in the ordinary course of its business, consistent with past practice, and of any event which could have a Material Adverse Effect on any Seller Group Member or which could reasonably be expected to result in the representations and warranties of the Seller Parties not being true and correct as of the Closing. Without limiting the foregoing, except as expressly contemplated by this Agreement or with the prior written consent of the Capricorn or Capricorn Sub (such consent not to be unreasonably withheld), no Seller Party shall do, cause or permit any of the following, nor shall any Seller Party cause or permit any Seller Group Member to do cause or permit any of the following:

Conduct of the Business. During From the period from the Agreement Date and continuing date hereof until the earlier of: (a) of the Closing Date and the termination of this Agreement; , except (bi) as expressly contemplated hereunder, (ii) as the date that Capricorn Purchaser shall have consented in writing (which consent will not be unreasonably withheld, conditioned or delayed) or (iii) as set forth on Schedule 6.01, each of the Blocker/Holdco Parties shall, and the Company shall and the Company shall cause its Affiliates have purchased Subsidiaries to, conduct the SPR and PCR Business in accordance with the Capricorn Repurchase Right (as defined below); (c) the date that the Deed ordinary course of Share Charge (as defined below) is duly terminated; or (d) the date the amount of the Escrow Deposit (as defined in the Deed of Share Charge) reflects the Qualified Amount (as defined in the Deed of Share Charge), the Seller Parties shall and shall cause the Seller Group to (except to the extent expressly contemplated by this Agreement, or as consented to in writing by Capricorn or Capricorn Sub in their reasonable discretion) to carry on such businesses in the usual, regular and ordinary course, consistent with past practice, in substantially the same manner as heretofore conducted, to pay debts and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other obligations when duebusiness, and to (A) use all its commercially reasonable efforts consistent with past practice to maintain its assets and policies properties and to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its their current relationships with customersemployees, suppliers, distributorslessees, licensorslessors, licensees, payors and others having business dealings with it, to (B) manage its Cash and working capital (including the end that its goodwill timing of collection of accounts receivable and ongoing Business shall be unimpaired. The Seller Parties shall and shall cause the Seller Group to promptly notify Capricorn and Capricorn Sub payment of any event or occurrence not accounts payable) in the ordinary course of its business, consistent with past practice(C) continue to make capital expenditures in the ordinary course of business, (D) use commercially reasonable efforts to assure that each Facility has appropriate Healthcare Permits and renew the same, as necessary, and (E) promptly notify the Purchaser of, and promptly deliver to the Purchaser a copy of any event which could have a Material Adverse Effect written notice the Company or any of its Subsidiaries actually receives, on any Seller Group Member or which could reasonably be expected to result in the representations and warranties of the Seller Parties not being true and correct as of before the Closing, from any Governmental Entity, concerning any alleged violation of Healthcare Laws that has not been previously disclosed to the Purchaser. Without limiting the generality of the foregoing, except (i) as expressly contemplated by this Agreement hereunder, including without limitation effectuating the Pre-Closing Reorganization, (ii) as the Purchaser shall have consented in writing (which consent, will not be unreasonably withheld, conditioned or with delayed) or (iii) as set forth on Schedule 6.01, without the prior written consent of the Capricorn or Capricorn Sub (such consent not to be unreasonably withheld)Purchaser, no Seller Party shall do, cause or permit any each of the followingBlocker/Holdco Parties shall not, nor and the Company shall any not, and the Company shall not permit its Subsidiaries to, and the Blocker Seller Party cause shall not permit the Blocker Entity or permit any Seller Group Member to do cause Trilogy Holdings to, directly or permit any of the following:indirectly (whether by merger, consolidation or otherwise):

Conduct of the Business. During From the period from date of this Agreement until the Agreement Date and continuing Closing (or until the earlier of: (a) the termination of this Agreement; (b) the date that Capricorn and its Affiliates have purchased the SPR and PCR Business Agreement in accordance with the Capricorn Repurchase Right Section 6.01), except (i) as defined below); required by applicable Law, (cii) the date that the Deed of Share Charge (as defined below) is duly terminated; or (d) the date the amount set forth on Section 4.01 of the Escrow Deposit Disclosure Table of Contents Schedules, (iii) as defined in the Deed of Share Charge) reflects the Qualified Amount (as defined in the Deed of Share Charge), the Seller Parties shall and shall cause the Seller Group to (except to the extent expressly contemplated by specifically required under this Agreement, or as consented to (iv) in writing by Capricorn or Capricorn Sub in their reasonable discretion) to carry on such businesses in connection with the usualReorganization Transactions, regular and ordinary coursethe Debt Tender Offer, consistent with past practicethe Foreign Sale, or, for the avoidance of doubt, the IP Monetization, in substantially the same manner as heretofore conducted, to pay debts accordance with and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other obligations when due, and 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 its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing Business shall be unimpaired. The Seller Parties shall and shall cause the Seller Group to promptly notify Capricorn and Capricorn Sub of any event or occurrence not in the ordinary course of its business, consistent with past practice, and of any event which could have a Material Adverse Effect on any Seller Group Member or which could reasonably be expected to result in the representations and warranties of the Seller Parties not being true and correct as of the Closing. Without limiting the foregoing, except as expressly contemplated by this Agreement and the Reorganization Agreement, (v) the entry into an agreement for or with the prior written consummation of a Permitted WholeCo Proposal in and of itself (it being understood that this clause (v) shall not be deemed to permit such Permitted WholeCo Proposal to also include another action that is otherwise expressly prohibited under clause (y) below without Purchaser’s consent of the Capricorn or Capricorn Sub (such which consent shall not to be unreasonably withheld, conditioned or delayed)) or (vi) as otherwise waived or consented to in writing by Purchaser (which waivers or consents shall not be unreasonably withheld, conditioned or delayed), no Seller Party (to the extent related to the Business; provided, that the following clauses (x) and (y) shall doapply to Seller (and not only to the Business Subsidiaries) to the extent unrelated to the Business only if the act or omission in question would or would reasonably be expected to be adverse (other than in a de minimis respect) to the Business Subsidiaries, cause the Business, Purchaser or permit any of its Subsidiaries (in a manner related to the followingTransactions including from a Tax perspective or otherwise) or the Transactions) shall (x) and shall cause the Business Subsidiaries to, nor shall any Seller Party cause or permit any Seller Group Member (a) carry on the Business in all material respects in the ordinary course of business consistent with past practice and (b) use reasonable best efforts to do cause or permit any preserve intact the business organization and goodwill of the followingBusiness and the relationships of the Business Subsidiaries with their customers and suppliers and other persons having material business relationships with the Business in all material respects and (y) not, and shall cause the Business Subsidiaries not to:

Conduct of the Business. During From and after the period from the Agreement Effective Date and continuing until though immediately prior to the Closing, or the earlier of: (a) the termination of this Agreement; (b) the date that Capricorn and its Affiliates have purchased the SPR and PCR Business Agreement in accordance with the Capricorn Repurchase Right Article 9, except (i) as defined below); (c) the date that the Deed of Share Charge (as defined below) is duly terminated; or (d) the date the amount set forth on Section 6.1 of the Escrow Deposit Disclosure Schedule, (ii) as defined in the Deed of Share Charge) reflects the Qualified Amount (as defined in the Deed of Share Charge), the Seller Parties shall and shall cause the Seller Group to (except to the extent expressly otherwise contemplated by this Agreement, (iii) as Buyer or as consented Parent may otherwise consent to in writing (which shall not be unreasonably withheld) or (iv) as required by Capricorn or Capricorn Sub in their reasonable discretionapplicable Legal Requirements, Seller will, and will cause each Acquired Subsidiary to (a) to carry on such businesses operate the Business in the usual, regular Ordinary Course of Business and ordinary course, consistent with past practice, in substantially the same manner as heretofore conducted, to pay debts and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other obligations when due, and to use all commercially reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available and maintain the services of its present officers goodwill associated with the Business and key employees and preserve its relationships with the Employees, customers, suppliers, distributors, licensors, licensees, distributors and others having with whom the Business has a business dealings with itrelationship and (b) not, without the consent of Parent, take any actions (i) that if taken between the date of the Latest Balance Sheet and the date hereof would be required to be disclosed on Section 4.5 of the end Disclosure Schedule (ignoring the phrase “management level” in Section 4.5(k) for purposes of this Section 6.1); (ii) that its goodwill and ongoing Business shall would cause a Material Contract to be unimpaired. The accelerated, terminated, modified, or cancelled by Seller Parties shall and shall or any Acquired Subsidiary, or that would cause the entry into any Material Contract by Seller Group or any Acquired Subsidiary (other than any purchase orders or sales or services agreements on the Business’s standard forms) that is outside the Ordinary Course of Business or that involves the payment or receipt by Seller or the Acquired Subsidiaries of more than $50,000; (iii) that would cause any Acquired Subsidiary to promptly notify Capricorn issue or otherwise allow to become outstanding or redeem or otherwise acquire any equity interest of such Acquired Subsidiary or right to any such equity interest; (iv) other than the current intercompany loans between Seller and Capricorn Sub the Retained Subsidiaries and the Acquired Subsidiaries, that would cause any Acquired Subsidiary to incur any indebtedness for borrowed money or to guaranty any obligations of any event Person; or occurrence not in the ordinary course of its business, consistent with past practice, and (v) that would be an amendment to any organizational documents of any event which could have a Material Adverse Effect on any Seller Group Member or which could reasonably be expected to result in the representations and warranties of the Seller Parties not being true and correct as of the Closing. Without limiting the foregoing, except as expressly contemplated by this Agreement or with the prior written consent of the Capricorn or Capricorn Sub (such consent not to be unreasonably withheld), no Seller Party shall do, cause or permit any of the following, nor shall any Seller Party cause or permit any Seller Group Member to do cause or permit any of the following:Acquired Subsidiary.

Conduct of the Business. During As of the period from date hereof through the Agreement Date and continuing until the earlier of: Closing Date, each Seller shall (a) the termination of this Agreement; (b) the date that Capricorn and conduct its Affiliates have purchased the SPR and PCR Business in accordance with the Capricorn Repurchase Right (as defined below); (c) the date that the Deed of Share Charge (as defined below) is duly terminated; or (d) the date the amount of the Escrow Deposit (as defined in the Deed of Share Charge) reflects the Qualified Amount (as defined in the Deed of Share Charge), the Seller Parties shall and shall cause the Seller Group to (except business relating to the extent expressly contemplated by this Agreement, or as consented to in writing by Capricorn or Capricorn Sub in their reasonable discretion) to carry on such businesses Purchased Assets and Assumed Liabilities in the usual, regular and ordinary course, course consistent with past practice, in substantially the same manner as heretofore conducted, ; (b) use reasonable best efforts to pay debts maintain and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other obligations when due, and to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available relationships generally with its Branch Employees and Customers; (c) take no action which would materially adversely affect or delay the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing Business shall be unimpaired. The Seller Parties shall and shall cause the Seller Group to promptly notify Capricorn and Capricorn Sub ability of any event party hereto to obtain any Regulatory Approval or occurrence to perform its covenants and agreements under this Agreement; (d) not acquire or dispose of any Fixed Assets for the Branches except in the ordinary course of its business, other than pursuant to commitments made on or before the date of this Agreement and except for the acquisition and disposition of furniture, fixtures and equipment and normal maintenance and refurbishing in the ordinary course of business; (e) not increase or agree to increase the salary, remuneration or compensation of Branch Employees other than in accordance with Seller’s customary policies and/or bank-wide changes consistent with past practices, or pay or agree to pay any uncommitted bonus to the Branch Employees other than regular bonuses based on historical practice, and provided that nothing herein shall be deemed to prohibit Sellers from paying out in their sole discretion accrued but unearned compensation as of the Closing Date for Branch Employees; (f) not enter into, amend or renew or extend any event which employment contract; (g) not change any accounting procedures or practices; (h) not take, or instruct its affiliates to take, any action with the specific intent of (A) impairing Purchaser’s rights in any Purchased Assets or Assumed Liabilities, (B) impairing in any way the ability of Purchaser to collect upon any Loan or Negative Deposits, (C) except in the ordinary course of servicing, waiving any material right, whether in equity or at law, that (x) it has with respect to any Loan or Negative Deposits, or (y) could have a Material Adverse Effect on Effect; (i) enter into any Seller Group Member contract, commitment, lease or other transaction (other than with respect to the Deposit Liabilities or the Loans) relating to the Branches, which could reasonably requires aggregate future payments in excess of $50,000; provided, however, that Sellers shall be expected under no obligation to result advertise or promote new or substantially new customer services in the representations and warranties principal market area of, or for the benefit of, the Branches; (j) not make, or enter into any commitment to make, a Loan in excess of $250,000, except after consultation with Purchaser, unless the Seller otherwise agrees to retain any such Loans which Purchaser does not want to purchase as a result of the failure by the Seller Parties not being true to consult with Purchaser; or (k) offer any rates on deposit products (including time deposits and correct as certificates of deposit) to Customers at the Closing. Without limiting Branches which differ materially from the foregoing, except as expressly contemplated rates commonly offered in the Florida marketplace by this Agreement or with other local depository institutions where the prior written consent of the Capricorn or Capricorn Sub (such consent not to be unreasonably withheld), no Seller Party shall do, cause or permit any of the following, nor shall any Seller Party cause or permit any Seller Group Member to do cause or permit any of the following:Branches are located.

Conduct of the Business. During (a) Except as (i) set forth in Section 5.2(a) of the period Sellers’ Disclosure Schedule or (ii) as is necessary and commercially reasonable in response to a Contagion Event or Contagion Event Measures, subject to Sellers providing Purchaser with advance notice and obtaining Purchaser’s prior written consent in respect of any such action (unless it is not reasonably practicable under the circumstances to provide such prior notice and obtain prior consent, in which case Sellers shall provide notice to Purchaser as soon as reasonably practicable), from the Agreement Date and continuing date hereof until the earlier of: (a) of the Closing Date or the termination of this Agreement, the Sellers shall cause the Bank and the Transferred Subsidiaries to (1) carry on their businesses in the ordinary course of business in all material respects; (2) use commercially reasonable efforts to preserve their present business organizations and relationships; and (3) use commercially reasonable efforts to preserve the rights, franchises, goodwill and relations of their customers, clients and others with whom business relationships exist; provided, that this Section 5.2(a) shall not apply to the Excluded Assets and Liabilities. (b) Except as set forth in Section 5.2(b) of the Sellers’ Disclosure Schedule or to the extent required to effect the Excluded Assets and Liabilities Transfer, from the date that Capricorn hereof until the earlier of the Closing Date or the termination of this Agreement, except as (A) otherwise expressly required by this Agreement, (B) consented to in writing in advance by Purchaser (which consent shall not be unreasonably conditioned, withheld or delayed), or (C) required by applicable Law, Sellers shall cause the Bank and the Transferred Subsidiaries not to: (i) amend the Bank’s or any Transferred Subsidiaries’ Constituent Documents or permit any waiver or grant any consent under their respective Constituent Documents; (ii) (A) merge or consolidate with any other Person, (B) acquire (including by merger, consolidation, or acquisition of stock or assets) any interest in any other Person or any division thereof or any assets, securities or property, other than (x) acquisitions of securities under the Bank’s or an applicable Transferred Subsidiary’s investment portfolio consistent with the Bank’s or an applicable Transferred Subsidiary’s investment policy in effect as of the date hereof, (y) as may be deemed necessary or advisable by it in the exercise of its Affiliates have purchased rights in connection with an Extension of Credit, or (z) acquisitions in the SPR ordinary course of business, or (C) adopt a plan of complete or partial liquidation, dissolution, recapitalization, restructuring or other reorganization; -55- purchases of federal funds, borrowings from any Federal Home Loan Bank, sales of certificates of deposit, issuances of commercial papers, entry into repurchase agreements and PCR satisfaction of legal requirements in the exercise of trust powers, in each case, on terms and in amounts consistent with past practice) or (y) for any Excluded Assets and Liabilities, (A) subject any material asset of the Bank or of any Transferred Subsidiary to a Lien or permit, allow or suffer to exist any Lien in respect thereof, other than Permitted Liens; or (B) incur any liability for borrowed money (or guarantee any indebtedness for borrowed money), issue any debt securities, assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person (other than a Transferred Subsidiary); (viii) dispose of any material assets (without limiting Section 5.2(b)(xii), other than Intellectual Property) to any person other than a Transferred Subsidiary, including existing branches of the Bank, except in the ordinary course of business or pursuant to Contracts in force as of the date of this Agreement; (ix) other than as required by the terms of any Benefit Plan existing as of the date hereof, (A) increase the compensation or benefits of any Business Employee, other than the payment of incentive compensation for completed performance periods based upon corporate performance, the performance of such employee and, if applicable, such employee’s business, in each case determined in accordance with the Capricorn Repurchase Right (as defined below); (c) the date that the Deed of Share Charge (as defined below) is duly terminated; or (d) the date the amount terms of the Escrow Deposit (as defined applicable Benefit Plan and in the Deed ordinary course of Share Charge) reflects the Qualified Amount (as defined in the Deed of Share Charge), the Seller Parties shall and shall cause the Seller Group to (except to the extent expressly contemplated by this Agreement, or as consented to in writing by Capricorn or Capricorn Sub in their reasonable discretion) to carry on such businesses in the usual, regular and ordinary course, business consistent with past practice, in substantially (B) enter into any change-in-control, retention, employment, severance, termination or other similar agreement or arrangement with any Business Employee, or increase or commit to increase the same manner as heretofore conductedchange-in-control, severance or termination pay or benefits payable to any Business Employee, (C) pay debts and Taxes when due subject to good faith disputes over such debts or Taxesaward, or commit to pay or perform award, any bonuses or incentive compensation to any Business Employee other obligations when duethan incentive compensation payments contemplated by clause (A) above, and to use all reasonable efforts consistent with past (D) enter into, establish, adopt, terminate or amend any Benefit Plan or any plan, program, arrangement, practice and policies to preserve intact its present business organizationor agreement that would be a Benefit Plan if it were in existence on the date hereof, keep available except for de minimis administrative amendments that would not increase the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, benefits provided thereunder or the cost thereof to the end that its goodwill Bank and ongoing the Transferred Subsidiaries, (E) take any action to amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any Benefit Plan, with respect to any Business shall be unimpaired. The Seller Parties shall and shall cause Employee, (F) hire any Business Employee, other than as permitted under Section 5.10(e), (G) terminate the Seller Group to promptly notify Capricorn and Capricorn Sub employment of any event Business Employee with the title of Managing Director or occurrence not in above, other than for cause or pay any severance, termination pay or benefits to any employee without obtaining an effective comprehensive general release of claims against the ordinary course of its businessBank and the Transferred Subsidiaries, consistent with past practice, and (H) transfer the employment of any event which could have a Material Adverse Effect on Business Employee to Sellers or any Seller Group Member of their Affiliates (other than the Bank or which could reasonably be expected any Transferred Subsidiary), or transfer the employment of any employee, officer, director, or natural person independent contractor of Sellers or any of their Affiliates (other than the Bank or any Transferred Subsidiary) to result in the representations and warranties Bank or its Affiliates (other than as permitted under Section 5.10(e)), (I) grant to any Business Employee any right to reimbursement, indemnification, or payment for any Taxes incurred under Section 409A or 4999 of the Seller Parties not being true and correct as of the Closing. Without limiting the foregoingCode, except as expressly contemplated by this Agreement or with the prior written consent of the Capricorn or Capricorn Sub (such consent not to be unreasonably withheld)J) recognize any union, no Seller Party shall do, cause or permit any of the following, nor shall any Seller Party cause or permit any Seller Group Member to do cause or permit any of the following:labor organization or

Conduct of the Business. During From and after the period from the Agreement Date and continuing date hereof until the earlier of: Relevant Closing Date, except as set forth on Schedule 5.01, as required by applicable Law, as specifically permitted or contemplated by this Agreement or the other Transaction Documents, as may be reasonably required to effectuate and complete the Restructurings or otherwise with Buyer’s prior written consent (a) the termination of this Agreement; (b) the date that Capricorn and its Affiliates have purchased the SPR and PCR Business in accordance with the Capricorn Repurchase Right (as defined below); (c) the date that the Deed of Share Charge (as defined below) is duly terminated; not to be unreasonably withheld, conditioned or (d) the date the amount of the Escrow Deposit (as defined in the Deed of Share Charge) reflects the Qualified Amount (as defined in the Deed of Share Chargedelayed), the Seller Parties shall Sapphire shall, and Sapphire shall cause the Seller Group to (except Sellers, Transferred Entities and, to the extent expressly contemplated by this AgreementRelating to the Businesses, or as consented each other Affiliate of Sapphire to, use commercially reasonable efforts to (x) conduct the Businesses in writing by Capricorn or Capricorn Sub in their reasonable discretion) to carry on such businesses all material respects in the usual, regular and ordinary course, course consistent with past practice, in substantially the same manner as heretofore conducted, to pay debts and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other obligations when due, and to use all reasonable efforts consistent with past practice and policies to (y) preserve intact its the present business organization, keep available organizations and goodwill of the services Businesses and the Transferred Entities and the present relationships of its present officers and key employees and preserve its relationships the Businesses with customers, suppliersemployees, distributors, licensors, licensees, suppliers and others having business dealings with itthe Businesses and the Transferred Entities and (z) maintain and keep in good repair (ordinary wear and tear excepted) the material properties and assets of the Businesses and the Transferred Entities (provided, that, (X) the consent of Buyer shall not be required pursuant to the end that its goodwill and ongoing Business shall be unimpaired. The Seller Parties shall and shall cause the Seller Group to promptly notify Capricorn and Capricorn Sub this Section 5.01 in respect of any event COVID-19 Measures and (Y) this shall not require Sapphire, the Sellers, the Transferred Entities or occurrence not in the ordinary course any of its business, consistent with past practice, and of their respective Affiliates to take any event which could have a Material Adverse Effect on any Seller Group Member or which could reasonably action otherwise prohibited to be expected taken without Buyer’s consent pursuant to result in the representations and warranties of the Seller Parties not being true and correct as of the Closingthis Agreement). Without limiting the generality of the foregoing, from the date hereof until the Relevant Closing Date, except as expressly set forth on Schedule 5.01, as required by applicable Law, as specifically permitted or contemplated by this Agreement (including in respect of the Restructuring) or the other Transaction Documents, as may be required to effectuate and complete the Restructurings, in respect of any COVID-19 Measures, or otherwise with the Buyer’s prior written consent of the Capricorn or Capricorn Sub (such consent not to be unreasonably withheld, conditioned or delayed), no Seller Party solely with respect to the Businesses, Sapphire shall do, cause or permit any not (in respect of the followingBusiness), nor and Sapphire shall any Seller Party cause or permit any Seller Group Member the Sellers, Transferred Entities and its other Affiliates not to do cause or permit any (in respect of the followingBusiness), directly or indirectly:

Conduct of the Business. During the period from the Agreement Date and continuing until the earlier ofExcept: (a) as set forth on Schedule 7.1(a), (b) as required by Legal Requirement, (c) as required (including by virtue of being an express condition to the termination Closing) or explicitly permitted by the terms of this Agreement; (b) the date that Capricorn and its Affiliates have purchased the SPR and PCR Business in accordance with the Capricorn Repurchase Right (as defined below); (c) the date that the Deed of Share Charge (as defined below) is duly terminated; or , (d) the date the amount of the Escrow Deposit any action permitted in Schedule 1.1(c) or (as defined in the Deed of Share Chargee) reflects the Qualified Amount (as defined in the Deed of Share Charge), the Seller Parties shall and shall cause the Seller Group to (except to the extent expressly contemplated by this Agreement, or as consented to in writing by Capricorn or Capricorn Sub in their reasonable discretion) to carry on such businesses in the usual, regular and ordinary course, consistent with past practice, in substantially the same manner as heretofore conducted, to pay debts and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other obligations when due, and 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 its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing Business shall be unimpaired. The Seller Parties shall and shall cause the Seller Group to promptly notify Capricorn and Capricorn Sub of any event or occurrence not in the ordinary course of its business, consistent with past practice, and of any event which could have a Material Adverse Effect on any Seller Group Member or which could reasonably be expected to result in the representations and warranties of the Seller Parties not being true and correct as of the Closing. Without limiting the foregoing, except as expressly contemplated by this Agreement or with the prior written consent of the Capricorn or Capricorn Sub Purchaser (such consent not to be unreasonably withheldwithheld or delayed), no from and after the date hereof until the Closing, the Seller Parties shall (and shall cause their respective Subsidiaries, including the Partnership Companies, to) operate the Business to the extent pertaining to the Book in the Ordinary Course of Business, taking into account the fact that the trading books and businesses of the Partnership and its Subsidiaries other than the Business are part of a sale of businesses process. Notwithstanding the foregoing, prior to the Closing the Seller Parties shall not (and shall cause their respective Subsidiaries not to), except (i) in respect of a Counterparty Credit Risk Trade, (ii) as required by Legal Requirement, (iii) as permitted by Schedule 1.1(c), (iv) any De Minimis Action or Non-Credit Related Amendment, (v) as contemplated by Section 7.18, or (vi) solely in respect of any Structured Transaction, to the extent that the Seller Party shall dothat is a party thereto determines in good faith it is necessary or appropriate in connection with the management of its credit risk (a “Structured Risk Reducing Trade”), cause sell, transfer, amend, modify, extend, renegotiate or permit terminate any Exchange Transaction, OTC Transaction or Structured Transaction without the express prior consent of the following, nor shall any Seller Party cause or permit any Seller Group Member to do cause or permit any Purchaser (which consent may be withheld in the sole discretion of the following:Purchaser); provided, that such Counterparty Credit Risk Trade or Structured Risk Reducing Trade shall, in each case, be deemed an Excluded Asset hereunder and its removal from the Book shall be reflected in the Supplemental Flat Files unless (a) such Counterparty Credit Risk Trade or Structured Risk Reducing Trade is an Interim Book Trade or (b) such Counterparty Credit Risk Trade or Structured Risk Reducing Trade is included in the Book pursuant to Section 7.14.

Conduct of the Business. During From the period from the Agreement Effective Date and continuing until the earlier of: (a) Closing, Seller and the termination Company will, and will cause their respective Affiliates to, use reasonable best efforts to conduct the Business, and will use commercially reasonable efforts to preserve substantially intact, maintain and protect the assets, and keep available the commercial and employee relationships and goodwill of this Agreement; (b) the date that Capricorn and its Affiliates have purchased the SPR and PCR Business Business, in accordance each case consistent with the Capricorn Repurchase Right (as defined below); (c) the date that the Deed ordinary course of Share Charge (as defined below) is duly terminated; or (d) the date the amount of the Escrow Deposit (as defined in the Deed of Share Charge) reflects the Qualified Amount (as defined in the Deed of Share Charge), the Seller Parties shall and shall cause the Seller Group to (except to the extent expressly contemplated by this Agreement, or as consented to in writing by Capricorn or Capricorn Sub in their reasonable discretion) to carry on such businesses in the usual, regular and ordinary course, business consistent with past practice, in substantially the same manner as heretofore conducted, to pay debts and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other obligations when due, and 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 its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing Business shall be unimpaired. The Seller Parties shall and shall cause the Seller Group to promptly notify Capricorn and Capricorn Sub of any event or occurrence not in the ordinary course of its business, consistent with past practice, and of any event which could have a Material Adverse Effect on any Seller Group Member or which could reasonably be expected to result in the representations and warranties of the Seller Parties not being true and correct as of the Closing. Without limiting the generality of the foregoing, except as set forth on ‎Section 5.01 of the Disclosure Schedule, as expressly contemplated permitted by this Agreement Agreement, as required by applicable Law or with the prior written consent terms of the Capricorn any Material Contract or Capricorn Sub as otherwise consented to by Purchaser in writing (such consent not to be unreasonably withheld, conditioned or delayed), from the Effective Date until the Closing, the Company will not and Seller will not permit the Company to: (a) declare or pay a dividend on, or make any other distribution in respect of, the equity securities of the Company (other than a distribution of Cash on Hand to Seller or any Affiliate of Seller (other than the Company) prior to the close of business on the Business Day immediately preceding the Closing Date); (b) acquire or agree to acquire in any manner (however structured) any business, any corporation, partnership, association or other business organization or division thereof (including any equity interests therein) or any material assets of any other Person (other an acquisition of assets in the ordinary course of business); (c) issue or authorize the issuance of any equity interests or any option, warrant or other right to purchase or subscribe for any such securities or issue or authorize the issuance of any securities convertible into such securities; (d) amend the Organizational Documents of the Company; (e) incur any indebtedness for borrowed money that will not be satisfied in full at or prior to Closing; (f) cancel or compromise any material Liability owed to the Company or any claim to which the Business is entitled, or waive or release any right of material value of the Company; (g) mortgage, pledge, encumber or subject to Liens, other than Permitted Liens, any material assets or properties (whether tangible or intangible) or any equity interests of the Company; -30- NAI-1502820106v1 (h) make any capital expenditure in excess of $125,000 individually and $500,000 in the aggregate, excluding any capital expenditures to be paid in full by the Company prior to Closing; (i) except in relation the Applicable Case, provided that the Company does not incur any Liability in relation thereto, commence or settle any Action, in each case, other than the settlement of any Action solely for monetary damages in an amount not to exceed $200,000 in the aggregate and that will be satisfied in full prior to the Closing; (j) (i) modify or amend in any material respect, or terminate, release, assign or waive any material rights or claims under, any Material Contract or (ii) enter into any Contract that, if Seller had entered into such Contract immediately prior to the Effective Date, would be a Material Contract; (k) change any financial accounting method used by it relating to the Business, unless required by GAAP or applicable Law; (l) except as required by applicable Law, adopt, enter into, amend, terminate or increase benefits or obligations under, any Employee Plan, Foreign Plan or Company Plan, except as required pursuant to the terms of any such Employee Plan, Foreign Plan or Company Plan in effect as of the date hereof; (m) increase the salary, wages, or other compensation payable by it to any Employee whose annual compensation is in excess of $150,000, or increase the compensation, coverage or benefits available under any severance pay, termination pay, deferred compensation, bonus or other incentive compensation or Employee Plan, Foreign Plan or Company Plan or any other arrangement, except for bonuses payable to certain Employees in connection with the consummation of the transactions contemplated by this Agreement (which will be included in the DSS Transaction Expenses and which will in no Seller Party shall doevent exceed $250,000 in the aggregate); (n) except in the ordinary course of business, cause hire any person; (o) enter into any employment or consulting agreement with any Person; (p) enter into, amend, modify, terminate, or cancel any Labor Agreement in relation to the Business; (q) implement any employee layoffs in relation to the Business implicating the WARN Act; (r) sell, assign, transfer, license, permit to lapse, abandon, or otherwise dispose of any DSS Intellectual Property, except for non-exclusive licenses granted to customers in the ordinary course of business; (s) liquidate, dissolve, reorganize or wind up its business operations; -31- NAI-1502820106v1 (t) engage in any new line of business or discontinue or materially modify any existing line of business, or enter into any joint venture, partnership or similar venture with any other Person; (u) make or change any Tax election (other than Tax elections made with respect to Pass-Through Income Tax Returns), file any amended Tax Return, enter into any closing agreement, settle any material Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, incur any liability for Taxes outside of the ordinary course of business (other than with respect to a Pass-Through Tax Income Tax Return), fail to pay any material Tax that becomes due and payable (including any estimated tax payments), prepare or file any Tax Return in a manner inconsistent with past practice (other than with respect to a Pass-Through Tax Income Tax Return), or adopt or change any Tax accounting method; or (v) authorize, agree, resolve or consent to any of the following. Nothing contained herein shall give to Purchaser, nor directly or indirectly, the right to control or direct the Company’s operations or businesses, including the Business, prior to the Closing, and subject to the foregoing, the Company shall any Seller Party cause or permit any Seller Group Member to do cause or permit any exercise, consistent with the terms and conditions hereof, complete control and supervision of their operations and businesses, including the following:Business, until the Closing. Section 5.02.

Conduct of the Business. During (a) From the period from the Agreement Date and continuing date hereof until the earlier of: (a) of the Closing Date or the termination of this Agreement; (b) the date that Capricorn and its Affiliates have purchased the SPR and PCR Business in accordance with the Capricorn Repurchase Right (Agreement pursuant to Section 8.01, except as defined below); (c) the date that the Deed of Share Charge (as defined below) is duly terminated; or (d) the date the amount of the Escrow Deposit (as defined in the Deed of Share Charge) reflects the Qualified Amount (as defined in the Deed of Share Charge), the Seller Parties shall and shall cause the Seller Group to (except to the extent expressly contemplated otherwise provided for by this Agreement, Agreement (including the Disclosure Schedules) or as consented to in writing by Capricorn Buyer (which consent will not be unreasonably withheld, conditioned or Capricorn Sub in delayed), the Target Companies will use reasonable best efforts to conduct their reasonable discretion) to carry on such businesses business in the usualordinary course of business; provided that, regular and ordinary coursethe foregoing notwithstanding, consistent with past practice, in substantially the same manner as heretofore conducted, Target Companies may use all available cash to pay debts and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other obligations when due, and 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 its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, any Seller 35 LEGAL02/39540989v11 Transaction Expenses prior to the end Closing, for distributions or dividends or for any other purpose (other than to repay Indebtedness); (b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 8.01, except as set forth on Schedule 6.01(b) or except as otherwise provided for by this Agreement or consented to in writing by Buyer (which consent will not be unreasonably withheld, conditioned or delayed), the Target Companies will not: (i) except in the ordinary course of business, enter into, modify, amend in any material respect, renew, terminate, accelerate, assign or suspend any lease or any Contract, agreement or arrangement that its goodwill and ongoing Business shall is or would be unimpaired. The Seller Parties shall and shall cause a Material Contract if it were entered into prior to the Seller Group to promptly notify Capricorn and Capricorn Sub date hereof; provided, however, that the Target Companies will not take any of any event the foregoing actions (whether or occurrence not in the ordinary course of its business) with respect to any Contract that is or would be a Material Contract under any of clauses (v), (vi), (xix) or (xx) of Section 4.15(a) if it were entered into prior to the date hereof; (ii) grant any increase in the base salaries or wages payable to any Business Employees, except in the ordinary course of business consistent with past practicepractices (including in the context of new hires or promotions based on job performance and work requirements); (iii) unless required by Law, and (i) modify, extend or enter into any CBA or (ii) recognize or certify any labor union, labor organization, or group of employees of the Target Companies as the bargaining representative for any employees of the Target Companies; (iv) implement any employee layoffs that would result in a violation of the WARN Act; (v) hire or terminate (other than for cause) the employment or engagement of any event which could have a Material Adverse Effect on employee or individual independent contractor with annual compensation in excess of $100,000 or that is otherwise not terminable at will or without the requirement to pay any Seller Group Member or which could reasonably be expected severance upon termination of employment; provided that the Target Companies may hire new employees with annual compensation of up to result in the representations and warranties of the Seller Parties not being true and correct $200,000 for positions that are currently open as of the Closing. Without limiting date hereof and subject to ongoing recruitment efforts; (vi) enter into any severance, retention, termination or similar arrangement or Contract with, or grant (or enter into any Contract with respect to) any bonuses or similar payments paid in connection with the foregoing, except as expressly transactions contemplated by this Agreement to, any employee or with the prior written consent individual independent contractor that was not in effect as of the Capricorn or Capricorn Sub (such consent not date hereof and disclosed to be unreasonably withheld)Buyer pursuant to this Agreement, no Seller Party shall do, cause or permit except to the extent any Liability with respect to any of the following, nor shall any foregoing is a Seller Party cause Transaction Expense that is disclosed to Buyer and is fully satisfied at or permit any Seller Group Member prior to do cause or permit any of the following:Closing; 36 LEGAL02/39540989v11

Conduct of the Business. During the period from the execution and delivery of this Agreement Date by Seller and continuing until the earlier of: (a) of the termination of this Agreement; Agreement or the Closing, without the advance written consent of Purchaser (bwhich will not be unreasonably withheld, conditioned or delayed) the date that Capricorn and its Affiliates have purchased the SPR and PCR Business in accordance with the Capricorn Repurchase Right Seller shall (as defined below); (c) the date that the Deed of Share Charge (as defined below) is duly terminated; or (d) the date the amount of the Escrow Deposit (as defined in the Deed of Share Charge) reflects the Qualified Amount (as defined in the Deed of Share Charge), the Seller Parties shall and shall cause the Seller Group to (except its Subsidiaries to), in each case as applicable to the extent expressly contemplated by this AgreementBusiness, or as consented to in writing by Capricorn or Capricorn Sub in their reasonable discretion(i) to carry on such businesses the Business in the usual, regular and ordinary course, course consistent with past practice, in substantially the same manner as heretofore conducted, to (ii) pay debts Liabilities and Taxes when due subject to (other than Taxes and Liabilities, if any, that are not Assumed Liabilities and that are being contested in good faith disputes over such debts or Taxesthrough appropriate proceedings) consistent with Seller’s past practices (and in any event when due), to (iii) pay or perform other obligations when duedue consistent with Seller’s past practices (other than other obligations, if any, that are not Assumed Liabilities and that are being contested in good faith through appropriate proceedings), (iv) comply with all applicable Laws in all material respects, and to (v) use all commercially reasonable efforts consistent with past practice and policies (which shall not include the making of extraordinary payments) to preserve intact its present business organizationthe Purchased Assets and the Business, keep available the services of its present officers and key employees the Business Employees, and preserve its relationships with customers, suppliers, distributors, licensors, licensees, lessors, employees, independent contractors and others other Persons having business dealings with itthe Business, to all with the end that its purpose and intent of preserving unimpaired the Purchased Assets and the goodwill and ongoing business of the Business at the Closing. Except as expressly required by this Agreement, Seller shall be unimpaired. The Seller Parties shall not (and shall cause the Seller Group to promptly notify Capricorn and Capricorn Sub of any event or occurrence its Subsidiaries not in the ordinary course of its businessto), consistent with past practice, and of any event which could have a Material Adverse Effect on any Seller Group Member or which could reasonably be expected to result in the representations and warranties of the Seller Parties not being true and correct as of the Closing. Without limiting the foregoing, except as expressly contemplated by this Agreement or with without the prior written consent of the Capricorn Purchaser (which will not be unreasonably withheld or Capricorn Sub delayed), knowingly take any action that would cause, or agree in writing or otherwise to take any action that Seller knows would cause, any condition to Purchaser’s closing obligations in Section 6.1 or Section 6.3 (such consent other than Section 6.3(a)) (or Seller’s closing obligations in Section 6.1 or Section 6.2) not to be unreasonably withheld)satisfied. Without limiting the generality of the foregoing, no during the period from the execution and delivery of this Agreement by Seller Party and continuing until the earlier of the valid termination of this Agreement or the Closing, except as expressly required by this Agreement or the Ancillary Agreements, and except as set forth in Schedule 4.1, Seller shall donot take, cause or permit any of the followingfollowing actions, nor shall any Seller Party cause without the prior written consent of Purchaser (which will not be unreasonably withheld or permit any Seller Group Member to do cause or permit any of the following:delayed):

Conduct of the Business. During the period from the Agreement Date and continuing until the earlier of: (a) the termination of this Agreement; (b) the date that Capricorn and its Affiliates have purchased the SPR and PCR Business in accordance with the Capricorn Repurchase Right (Except as defined below); (c) the date that the Deed of Share Charge (as defined below) is duly terminated; or (d) the date the amount of the Escrow Deposit (as defined in the Deed of Share Charge) reflects the Qualified Amount (as defined in the Deed of Share Charge), the Seller Parties shall and shall cause the Seller Group to (except to the extent expressly contemplated by this AgreementAgreement (including as set forth in Section 6.02(a) of the Seller Disclosure Schedules and the implementation of the SaleCo Reorganization), or as consented to in writing by Capricorn Buyer (which consent shall not be unreasonably withheld, conditioned or Capricorn Sub in their reasonable discretion) to carry on such businesses in the usual, regular and ordinary course, consistent with past practice, in substantially the same manner as heretofore conducted, to pay debts and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other obligations when due, and 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 its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end delayed; provided that its goodwill and ongoing Business Xxxxx’s consent shall be unimpaired. The deemed given if Buyer has not responded within five Business Days after the date of receipt of Seller’s request for 44 consent) or as required by applicable Law, from the Execution Date until the earlier of the Closing and the termination of this Agreement, as applicable (the “Interim Period”), Seller Parties shall and shall cause the Seller Group each Acquired Company to promptly notify Capricorn and Capricorn Sub of any event or occurrence not conduct its business in all material respects in the ordinary course of its business, consistent with past practice, . In addition (and of any event which could have a Material Adverse Effect on any Seller Group Member or which could reasonably be expected to result in without limiting the representations and warranties generality of the foregoing), (x) Seller Parties not being true shall use commercially reasonable efforts to issue prior to the Closing Date all SRECs minted prior to the Closing Date by the Acquired Companies (other than minted SRECs unable to be delivered under the terms of existing Contracts) and correct as transfer all such SRECs out of the Closing. Without limiting the foregoing, Acquired Companies and (y) except as expressly contemplated by this Agreement or with the prior written consent (including as set forth in Section 6.02(a) of the Capricorn or Capricorn Sub Seller Disclosure Schedules), as consented to in writing by Buyer (such which consent shall not to be unreasonably withheld), no conditioned or delayed; provided that Buyer’s consent shall be deemed given if Buyer has not responded within five Business Days after the date of receipt of Seller’s request for consent) or as required by applicable Law, Seller Party shall donot, with respect to the Acquired Companies, and shall cause or permit the Acquired Companies not to take, any of the followingfollowing actions during the Interim Period: (i) amend the Organizational Documents of any Acquired Company in any material respect (other than to implement the SaleCo Reorganization); (ii) effect any recapitalization, nor shall reorganization, merger, liquidation, dissolution or winding up of any Seller Party cause Acquired Company (other than any reorganization solely among Acquired Companies and the SaleCo Reorganization); (iii) declare, make or permit pay any Seller Group Member to do cause dividend or permit any other distribution in respect of the following:Company Interests to Seller, other than any dividend or other distribution of cash or cash equivalents declared, made or paid prior to the Closing (it being understood and agreed that Seller shall use commercially reasonable efforts to cause to be distributed from the Acquired Companies all cash distributable to Seller prior to the Closing without the consent or waiver or any Person); (iv) issue, sell, transfer or otherwise dispose of, pledge or otherwise encumber any Equity Interests of any Acquired Company, or issue or grant any Right with respect to any Acquired Company (other than to implement the SaleCo Reorganization); (v) repurchase or redeem any Equity Interests of any Acquired Company or any Right with respect to any Acquired Company (other than to implement the SaleCo Reorganization); (vi) amend, waive, modify or otherwise supplement any existing Affiliate Contract or enter into any new Affiliate Contract, in each case, that will not be terminated at or prior to the Closing; (vii) make or change any material Tax election, adopt or change any material Tax accounting method, file any amended Tax Returns, enter into any closing agreement or settlement agreement with respect to Taxes, or obtain or enter into any Tax ruling, agreement, contract, understanding, arrangement or plan, in each case, to the extent that such action would materially increase any Tax Liability of any Acquired Company for a Tax period (or portion thereof) beginning after the Closing Date;

Conduct of the Business. During the period from the Agreement Date and continuing until the earlier of: (a) the termination of this Agreement; (b) the date that Capricorn and its Affiliates have purchased the SPR and PCR Business in accordance with the Capricorn Repurchase Right (as defined below); (c) the date that the Deed of Share Charge (as defined below) is duly terminated; Except for matters permitted or (d) the date the amount of the Escrow Deposit (as defined in the Deed of Share Charge) reflects the Qualified Amount (as defined in the Deed of Share Charge), the Seller Parties shall and shall cause the Seller Group to (except to the extent expressly contemplated by this Agreement, set forth in Schedule 6.8 or as consented required by applicable Law, unless Buyer otherwise agrees in writing, from the Execution Date to in writing by Capricorn or Capricorn Sub in their reasonable discretionthe Closing Date, Parent shall, and shall cause Seller to: (a) to carry on such businesses conduct the Business in the usual, regular and ordinary course, course of business consistent with past practicepractices and use reasonable best efforts to (i) with respect to the Business, in substantially preserve intact the same manner as heretofore conductedorganization of the Parent and Seller and relationships with the Parent's and Seller's customers, to pay debts suppliers, landlords and Taxes when due subject to good faith disputes over such debts or Taxesothers having business relationships with the Business, to pay or perform other obligations when duewith the objective of preserving unimpaired their goodwill and ongoing business at the Closing Date, and to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organization, (ii) keep available the services of its present officers the Employees and key employees and preserve its relationships consultants of the Business; (b) confer with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, Buyer prior to implementing operational decisions of a material nature relating to the end that its goodwill Business; and ongoing Business (c) report periodically to Buyer concerning the status of the business, operations and finances of the Business. Furthermore, from the Execution Date to the Closing Date, neither Parent nor Seller shall do or cause to be unimpaired. The Seller Parties shall and shall cause done any of the Seller Group following without the prior written consent of Buyer, with respect to promptly notify Capricorn and Capricorn Sub of the Business: (u) increase any event salary, fee or occurrence not other compensation, pay any bonus (other than bonuses for 2009 paid in the ordinary course of its business), consistent or enter into any severance or similar contract with past practiceany Employee or consultant of the Business; (v) adopt, and amend or increase the payments to or benefits under any Employee Benefits Plan; (w) cause or allow the imposition of any event which could have a Material Adverse Effect Encumbrance on any Seller Group Member or which could reasonably be expected to result in the representations and warranties of the Seller Parties not being true and correct as of the Closing. Without limiting the foregoing, except as expressly contemplated by this Agreement or with the prior written consent of the Capricorn or Capricorn Sub (such consent not to be unreasonably withheld), no Seller Party shall do, cause or permit any of the followingProperty; (x) amend, nor shall any Seller Party cause modify or permit any Seller Group Member to do cause or permit otherwise alter any of the following:Permits, Proprietary Rights, Personal Property Leases, Real Property Leases, Contracts or Intangible Rights; (y) cancel or waive any claims or rights with a value to Parent or Seller in excess of $10,000; or (z) agree orally or in writing to do any of the foregoing. EXECUTION COUNTERPART

Conduct of the Business. During the period from the Agreement Date and continuing until the earlier of: (a) the termination of this Agreement; (b) the date that Capricorn and its Affiliates have purchased the SPR and PCR Business in accordance with the Capricorn Repurchase Right (Except as defined below); (c) the date that the Deed of Share Charge (as defined below) is duly terminated; or (d) the date the amount of the Escrow Deposit (as defined in the Deed of Share Charge) reflects the Qualified Amount (as defined in the Deed of Share Charge), the Seller Parties shall and shall cause the Seller Group to (except to the extent expressly contemplated by this Agreement, or as consented to in writing set forth on Schedule 7.1, as required by Capricorn or Capricorn Sub in their reasonable discretion) to carry on such businesses in the usual, regular and ordinary course, consistent with past practiceLaw, in substantially connection with the same manner as heretofore conductedentry into customary sale bonus agreements covered by the definition of Company Transaction Expenses (provided, that the Sellers and the Company provide prior written notice to pay debts and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other obligations when due, and 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 its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing Business shall be unimpaired. The Seller Parties shall and shall cause the Seller Group to promptly notify Capricorn and Capricorn Sub Buyer of any event such sale bonus agreement that would or occurrence not in the ordinary course of its business, consistent with past practice, and of any event which could have a Material Adverse Effect on any Seller Group Member or which could reasonably would be expected to result in a payment of $100,000 or more to any one Person) or as otherwise consented to or requested in writing by Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, from the representations and warranties date hereof through the Closing or earlier termination of this Agreement in accordance with Section 12, each of the Sellers and the Company covenants and agrees: (w) to use its Reasonable Efforts to maintain and preserve substantially intact the Company’s and each of its Subsidiaries’ business organization and advantageous business relationships, including the Distributor Contracts, and retain the services of their officers and employees; (x) except for competitively sensitive information specific to the Xxxxxx or Sucrets brands (for which such correspondence shall solely be provided to Buyer’s legal counsel and other outside advisors), promptly to provide to Buyer copies of all written correspondence received by Xxxxxxx Group, Xxxxxxx Healthcare or the Company or any of its Subsidiaries from the five (5) largest retailers (by revenue) within the Xxxxxxx Group or Xxxxxxx Healthcare distribution network concerning product de-listings, and/or store count changes of five percent (5%) or more; (y) to disclose to Buyer (and provide Buyer copies of) any written notice or other communication received by the Company, any of its Subsidiaries or any Seller Parties not being true and correct as from any third party relating to a default or event which, with or without notice or lapse of time or both, would become a default, received subsequent to the Closing. Without limiting date of this Agreement, under any Contract to which the foregoingCompany or any of its Subsidiaries is a party or is subject, except as expressly or any written notice or other communication received by the Company, any of its Subsidiaries or any Seller from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or with Agreement; and (z) to cause the prior written consent Company and each of the Capricorn or Capricorn Sub (such consent its Subsidiaries not to be unreasonably withheld), no Seller Party shall do, cause or permit any of the following, nor shall any Seller Party cause or permit any Seller Group Member to do cause or permit any of the followingto:

Conduct of the Business. During the period Except as required by applicable Law, from the Agreement Date and continuing date hereof until the earlier of: (a) Initial Closing, MHR and the termination of this Agreement; (b) the date that Capricorn and its Affiliates have purchased the SPR and PCR Business in accordance with the Capricorn Repurchase Right (as defined below); (c) the date that the Deed of Share Charge (as defined below) is duly terminated; or (d) the date the amount of the Escrow Deposit (as defined in the Deed of Share Charge) reflects the Qualified Amount (as defined in the Deed of Share Charge), the Seller Parties shall and Company shall cause the Seller Group Eureka Parties to (except to conduct the extent expressly contemplated by this Agreement, or as consented to in writing by Capricorn or Capricorn Sub in their reasonable discretion) to carry on such businesses Business in the usual, regular and ordinary course, consistent with past practice, course in substantially the same manner as heretofore conductedpreviously conducted and, to pay debts and Taxes when due subject to good faith disputes over such debts or Taxesthe extent consistent therewith, to pay or perform other obligations when due, and to use all reasonable efforts consistent with past practice and policies to preserve keep intact its present business organizationbusiness, keep available the services of its present officers and key current employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, distributors, lenders and others having business dealings with it, to whom it deals. In addition (and without limiting the end that its goodwill and ongoing Business shall be unimpaired. The Seller Parties shall and shall cause the Seller Group to promptly notify Capricorn and Capricorn Sub of any event or occurrence not in the ordinary course of its business, consistent with past practice, and of any event which could have a Material Adverse Effect on any Seller Group Member or which could reasonably be expected to result in the representations and warranties generality of the Seller Parties not being true and correct as of the Closing. Without limiting the foregoing), except as expressly contemplated required by the terms of this Agreement or with as required by applicable Law, from the date hereof until the Initial Closing, MHR shall not, and shall not permit any of the MHR Directors to, without the prior written consent of MSI, (a) vote in favor of or consent to any matter reserved to the Capricorn Board or Capricorn Sub the holders of the Equity Interests of the Company in respect of which the Series A-2 Members and/or the Series A-2 Managers (as defined in the Second A&R LLC Agreement) would have had a consent or veto right under the Second A&R LLC Agreement had the Second A&R LLC Agreement been in effect at the time of such consent not to be unreasonably withheld)vote or consent, no Seller Party shall do, (b) cause or permit the Company to issue any Units of the followingCompany or any other Equity Interests of any Eureka Party other than (i) Class A Common Units at a price equal to or greater than $[REDACTED]* per Class A Common Unit, nor shall (ii) Units of the Company that are, except as set forth in this clause (b)(ii), equivalent in all respects to Class A Common Units and issued at a price less than $[REDACTED]* per Unit, which Units (the “Special Units”) will, upon the occurrence of the Initial Closing and without the requirement of further action by the Company or any Seller Party other Person, automatically convert into such number of Class A Common Units had the Special Units been issued at a price equal to $[REDACTED]* per Unit (e.g., if between the date hereof and the Initial Closing Date, the Company issues [REDACTED]* Special Units at a price equal to $[REDACTED]* per Special Unit, then such Special Units shall, upon the occurrence of the Initial Closing, automatically convert on the Initial Closing Date into [REDACTED]* Class A Common Units that were issued at a price equal to $[REDACTED]* per Class A Common Unit) and (iii) Class B Common Units, or (c) cause or permit the Company to make any Seller Group Member to do cause or permit any distributions. For the avoidance of doubt, the parties recognize that the Series A-2 Members and the Series A-2 Managers have certain consent and veto rights from the Initial Closing until December 31, 2014, and certain consent and veto rights from and after January 1, 2015, and the restrictions set forth in this Section 6.4 shall be determined on the basis as of the following:applicable consent and veto rights arising under the Second A&R LLC Agreement as would be in effect on any given date of determination (provided that nothing herein shall be construed to affect, reduce or eliminate MSI’s consent rights in respect of the matters set forth in the immediately preceding sentence prior to the Initial Closing, which consent right shall apply as though the Second A&R LLC Agreement were in effect prior to the Initial Closing).

Conduct of the Business. During From the period from the Agreement Date and continuing date hereof until the earlier of: Closing Date, WVB shall (a) the termination of this Agreement; (b) the date that Capricorn and its Affiliates have purchased the SPR and PCR Business in accordance with the Capricorn Repurchase Right (as defined below); (c) the date that the Deed of Share Charge (as defined below) is duly terminated; or (d) the date the amount of the Escrow Deposit (as defined in the Deed of Share Charge) reflects the Qualified Amount (as defined in the Deed of Share Charge), the Seller Parties shall and shall cause the Seller Group to (except to WVB Affiliates to) conduct the extent expressly contemplated by this Agreement, or as consented to in writing by Capricorn or Capricorn Sub in their reasonable discretion) to carry on such businesses Business in the usual, regular and ordinary course, course consistent with past practice, in substantially the same manner as heretofore conducted, to pay debts practices and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other obligations when due, and to use all reasonable its best efforts consistent with past practice and policies to preserve intact its present the business organization, organizations and relationships with third parties and to keep available the services of its the present officers employees of the Business. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, WVB shall not and key employees and preserve its relationships with customerswill ensure that the WVB Affiliates shall not: (a) acquire assets from any other Person having a value individually or in the aggregate in excess of $3 million, suppliersexcept pursuant to existing contracts or commitments; (b) sell, distributorslease, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing Business shall be unimpaired. The Seller Parties shall and shall cause the Seller Group to promptly notify Capricorn and Capricorn Sub license or otherwise dispose of any event Assets except (i) pursuant to existing contracts or occurrence not commitments and (ii) in the ordinary course of its business, consistent with past practice, and practices; (c) issue any additional shares of capital stock; (d) make any event which could have a Material Adverse Effect on any Seller Group Member payments of dividends or which could reasonably be expected other distributions with respect to result in the representations and warranties of the Seller Parties not being true and correct as of the Closing. Without limiting the foregoing, except as expressly contemplated by this Agreement its capital stock; or with the prior written consent of the Capricorn (e) agree or Capricorn Sub (such consent not commit to be unreasonably withheld), no Seller Party shall do, cause or permit do any of the following, nor foregoing. WVB and the WVB Affiliates shall any Seller Party cause or permit any Seller Group Member to do cause or permit the best of their respective abilities (i) preserve and protect the right of WVB and the WVB Affiliates to use all the Channels as currently intended and (ii) take action pursuant to the policies set forth on Schedule 3.21 to satisfy all applicable build-out and loading requirements. WVB shall immediately notify Nextel if it receives notification that any of the following:Licenses with respect to any Channels may be subject to revocation or if the policies set forth on Schedule 3.21 are not complied with in any material respect. WVB shall not (and, by their approval of this Agreement, the Founders agree not to) (i) take or agree or commit to take any action that would make any representation or warranty of WVB hereunder inaccurate in any respect at, or as of any time prior to, the Closing Date or (ii) omit or agree or commit to omit to take any commercially reasonable action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time. 5.6