Common use of Conduct of the Business Clause in Contracts

Conduct of the Business. (a) From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 8.01, except as otherwise provided for by this Agreement (including the Disclosure Schedules) or consented to by Parent (not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause its Subsidiaries to, conduct their businesses in the ordinary course of business consistent with past practice using its reasonable best efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) maintain reasonably satisfactory relationships with its directors, officers and senior executives, (iv) maintain reasonably satisfactory relationships with its customers, lenders suppliers and others having material business relationships with it, (v) manage its working capital (including the timing of collection of accounts receivable and payment of accounts payable) and the amount of its deferred revenues in the ordinary course of business consistent with past practice and (vi) continue to make capital expenditures consistent with the Company’s business plan and budget provided to Parent prior to the date hereof; provided that, the foregoing notwithstanding, (x) the Company and its Subsidiaries may use all available cash to repay any Indebtedness, pay any Transaction Expenses or for any other purpose, in each case prior to the Closing and (y) with respect to non-mandatory capital expenditures, the Company shall use the good faith discretion of a reasonable business person in determining whether and to what extent such capital expenditures are made, in each case consistent with past practice, but in no event shall any such capital expenditures be made in excess of the amount set forth in the Company’s business plan and budget. For the avoidance of doubt, nothing in this Agreement shall limit the ability of the Company and the Company’s board of directors to accelerate the vesting of any Class B Common Share or unvested employee options to acquire Class B Common Shares prior to the Closing Date.

Conduct of the Business. (a) From the date of this Agreement hereof until the earlier Closing Time, Seller shall conduct, or cause to be conducted, the Business in the ordinary course consistent with past practice and use its reasonable best efforts to preserve intact the business organizations and relationships with third parties relating to the Business and to keep available the services of the Transferred Employees, subject to Seller's policies and procedures. Without limiting the foregoing, from the date hereof until the Closing Date Time, Seller shall (1) maintain, service and process the Acquired Accounts and any applications for Acquired Accounts in substantially the same manner as previously maintained and serviced and in accordance in all material respects with Seller's written policies and procedures relating to the Business as currently in effect; (2) maintain, service and process the Acquired Accounts and any applications for any Accounts to be acquired hereunder in compliance with applicable laws, rules and regulations; (3) not make any change to Seller's policies and procedures relating to the Acquired Accounts or take any other action that would have a Material Adverse Effect, or a material adverse effect on the termination of this Agreement pursuant to Section 8.01goodwill associated with the Acquired Assets, except as required by law, safe or sound banking practices; or (4) comply with the terms and conditions of the Client Agreements, as then in effect; (5) not, with respect to the Business, acquire a material amount of assets from any other Person, which assets would qualify as Acquired Assets; (6) not sell, lease, license or otherwise provided for by this Agreement dispose of any Acquired Assets except in the ordinary course consistent with past practice; (including 7) not create, assume or otherwise incur any Lien other than Permitted Liens on any Acquired Asset; (8) not enter into any joint venture or similar arrangement that involves the Disclosure Schedulessharing of profits or future payments to other Persons, each with respect to the Business; (9) not (A) grant any severance or consented termination pay to by Parent any Transferred Employee, (not B) enter into any employment, deferred compensation or other similar agreement (or any amendment to be unreasonably withheldany such existing agreement) with any employee of the Business, conditioned (C) increase in benefits payable under an existing severance or delayed)termination pay policies or employment agreements, the Company shallor (D) increase in compensation, and shall cause its Subsidiaries tobonus or other benefits payable to Transferred Employees, conduct their businesses other than in the ordinary course of business consistent with past practice using practice; (10) agree or commit to do anything listed in any of the foregoing clauses (3) through (9); (11) use its reasonable best efforts to (i) preserve intact its present business organization, (ii) maintain in effect all the goodwill of its material foreignsuppliers, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) maintain reasonably satisfactory relationships with its directors, officers and senior executives, (iv) maintain reasonably satisfactory relationships with its customers, lenders suppliers customers and others having material business relationships relations with it, (v) manage its working capital (including the timing of collection of accounts receivable and payment of accounts payable) and the amount of its deferred revenues in the ordinary course of business consistent with past practice and (vi) continue to make capital expenditures consistent with the Company’s business plan and budget provided to Parent prior Seller relating to the date hereof; provided that, the foregoing notwithstanding, (x) the Company and its Subsidiaries may use all available cash to repay any Indebtedness, pay any Transaction Expenses or for any other purpose, in each case prior to the Closing and (y) with respect to non-mandatory capital expenditures, the Company shall use the good faith discretion of a reasonable business person in determining whether and to what extent such capital expenditures are made, in each case consistent with past practice, but in no event shall any such capital expenditures be made in excess of the amount set forth in the Company’s business plan and budget. For the avoidance of doubt, nothing in this Agreement shall limit the ability of the Company and the Company’s board of directors to accelerate the vesting of any Class B Common Share or unvested employee options to acquire Class B Common Shares prior to the Closing DateBusiness.

Conduct of the Business. (a) From the date of this Agreement until the Closing (or until the earlier of the Closing Date or the termination of this Agreement pursuant to in accordance with Section 8.0112.1), except (i) as otherwise provided for in Section 6.1 of the Sellers Disclosure Schedule, (ii) as expressly permitted by this Agreement or (including the Disclosure Schedulesiii) as otherwise waived or consented to in writing by Parent Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall, Sellers shall (and shall cause its Subsidiaries the Purchased Entities to, conduct their businesses ): 34 (a) carry on the Business in the ordinary course of business consistent with past practice using its practice; (b) continue to maintain, service and protect the Purchased Assets on a basis consistent with past practice; (c) use commercially reasonable best efforts to (i) preserve intact its present business organization, (ii) maintain in effect all the goodwill of its material foreign, federal, state the Business and local licenses, permits, consents, franchises, approvals the relationships of the Sellers and authorizations, (iii) maintain reasonably satisfactory relationships the Purchased Entities with its directors, officers and senior executives, (iv) maintain reasonably satisfactory relationships with its their respective customers, lenders suppliers vendors, suppliers, creditors, agents, landlords, equipment lessors, service providers, employees and others having material business relationships relations with it, the Business; (vd) manage its working capital pay all accounts payable and other current obligations of the Sellers (including primarily related to the timing of collection of accounts receivable and payment of accounts payableBusiness) and the amount of its deferred revenues Purchased Entities when they become due and payable in the ordinary course of business consistent with past practice practice, except for accounts payable or other obligations that are the subject of a good faith dispute and the amounts of which are not material to the Business; (vie) continue to make capital expenditures maintain the Books, Records and Files of the Sellers primarily related to the Business; (f) not (i) enter into any employment, severance, termination, retention, change in control, sale bonus or other similar agreement or arrangement with any Business Employee, (ii) adopt any new, material employee benefit plan or arrangement covering exclusively any Business Employees, (iii) amend or modify any existing Employee Benefit Plan for the benefit of the Business Employees, or (iv) otherwise increase the compensation or benefits of any Business Employees except, in each case, as required by Law or the terms of any existing Employee Benefit Plan, as applicable, or other than non-material increases in the compensation of non-management employees made in the ordinary course of business consistent with the Company’s business plan and budget provided past practice; (g) not (i) enter into, extend, amend, renew, request, agree to Parent or otherwise offer or propose to any counterparty any material change in or waiver under any Material Contract or other obligation that would be a Material Contract or (ii) enter into any new Contract that would have been a Material Contract if it had been entered into prior to the date hereof; provided thatof this Agreement, the foregoing notwithstanding, (x) the Company and its Subsidiaries may use all available cash to repay any Indebtedness, pay any Transaction Expenses or for any other purposeexcept, in each case prior to the Closing and (y) with respect to non-mandatory capital expenditures, the Company shall use the good faith discretion of a reasonable business person in determining whether and to what extent such capital expenditures are madecase, in each case the ordinary course of business consistent with past practice, but in no event provided that (A) the Sellers shall provide Buyer with prior written notice of any such action and (B) Buyer’s prior written consent shall be required for any new Contract that would have been a Material Contract pursuant to Section 4.9(a)(ii) or Section 4.9(a)(iii) if it had been entered into prior to the date of this Agreement; 35 (h) not reclassify, combine, split, subdivide or amend the terms of, or redeem, purchase or otherwise acquire, directly or indirectly, the Interests or shares of capital expenditures be made stock of any of the Purchased Entities; (i) not grant any Lien (other than a Permitted Lien) on any material asset or property of the Purchased Entities or the Business; (j) with respect to any Purchased Entity or the Business, issue any note, bond or other debt security, or create, incur, assume or guarantee any Indebtedness or any capitalized lease obligation (including intercompany Indebtedness among the Purchased Entities or between the Purchased Entities and the Sellers or any of their Affiliates (other than the Purchased Entities)), in each case, other than current liabilities for working capital purposes and letters of credit or surety bonds issued in the ordinary course of business in connection with customer contracts; (k) not (other than in the ordinary course of business consistent with past practice) sell, assign, transfer, license, lease, sublease or otherwise dispose of any asset of the Purchased Entities or the Business; (l) with respect to any Purchased Entity, not declare, set aside or pay any dividend or other distribution payable in stock or property with respect to its equity; (m) with respect to any Purchased Entity or the Business, not (other than in the ordinary course of business consistent with past practice) make any capital expenditure or commitments therefor, in excess of $500,000; (n) with respect to any Purchased Entity or the Business, not acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or collection of assets constituting all or substantially all of a business or business unit, which acquisition is material to the Business, taken as a whole; (o) other than as required by GAAP or applicable Law, write off, forgive, waive or otherwise cancel, in whole or in part, any obligation owed to the Sellers or the Purchased Entities; (p) not change any financial or accounting methods, policies or practices of the Sellers with respect to the Business or the Purchased Entities, except as required by a change in GAAP or applicable Law; (q) not (i) make, revoke or change any material Tax election of the Sellers or the Purchased Entities, (ii) file any material amended Tax Return, (iii) change any annual Tax 36 accounting period or method of Tax accounting, (iv) enter into any agreement in respect of a material amount of Taxes with any Governmental Authority, including the settlement or compromise of any Tax claim, or (v) consent to any extension or waiver of the limitation period applicable to any material Tax claim, in each case, primarily related to the Business or with respect to the Purchased Entities; (r) not settle or compromise any Action, or enter into any consent decree or settlement agreement with any Governmental Authority, against or affecting the Purchased Entities or the Business other than settlements or compromises (A) that do not impose future restrictions or requirements on the Purchased Entities or the Business (or any of their respective assets or properties) or (B) where the amount set forth of such settlement or compromise does not exceed $100,000; (s) with respect to any Purchased Entity or the Business, not make any loan or advance (other than loans and advances in the Company’s ordinary course of business plan consistent with past practice) or capital contributions to, or investments in (which in any instance are not material), any other Person (other than investments in, and budget. For capital contributions to the avoidance Purchased Entities); (t) not (i) amend the articles of doubtincorporation, nothing in this Agreement shall limit the ability bylaws or other charter documents of the Company and the Company’s board of directors to accelerate the vesting Purchased Entities or (ii) issue, sell or dispose of any Class B Common Share Interests or unvested employee options securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire Class B Common Shares prior acquire, any Interests; or (u) agree or commit in writing to do any of the Closing Date.foregoing. Section 6.2

Conduct of the Business. (a) From the date of this Agreement until the Closing (or until the earlier of the Closing Date or the termination of this Agreement pursuant to in accordance with Section 8.0111.1), except (a) as expressly required by applicable Law, (b) as contemplated by or otherwise provided for by undertaken to implement this Agreement (including the Disclosure SchedulesArticle 6 and Article 8) or any Ancillary Agreement, (c) as waived or consented to in writing in advance by Parent Mylan (which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), or (d) exclusively with respect to the Company Excluded Assets or the Excluded Liabilities, Abbott shall, and shall cause each of its Subsidiaries toAffiliates to (1) carry on the Business in the ordinary course consistent with past practice and in material compliance with applicable Law, conduct (2) use reasonable best efforts to preserve intact the Transferred Business Assets (including the goodwill of the Business) and the relationships of Abbott and its Affiliates with their businesses customers, vendors, suppliers, creditors, agents, landlords, equipment lessors, service providers and employees, in each case, to the extent relating to the Business, (3) pay all accounts payable and other current obligations of Abbott and its Affiliates, in each case, to the extent related to the Business, when they become due and payable in the ordinary course of business consistent with past practice using its reasonable best efforts to (i) preserve intact its present business organizationpractice, except for accounts payable or other obligations that are the subject of a good faith dispute, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) maintain reasonably satisfactory relationships with its directors, officers and senior executives, (iv) maintain reasonably satisfactory relationships with its customers, lenders suppliers and others having material business relationships with it, (v) manage its working capital (including the timing of collection of accounts receivable and payment of accounts payable) and the amount of its deferred revenues in the ordinary course of business consistent with past practice and (vi4) continue to make capital expenditures consistent with maintain the Company’s business plan Books, Records and budget provided to Parent prior Files of Abbott and its Affiliates to the date hereof; provided that, the foregoing notwithstanding, (x) the Company and its Subsidiaries may use all available cash to repay any Indebtedness, pay any Transaction Expenses or for any other purpose, in each case prior extent related to the Closing and (y) with respect to non-mandatory capital expenditures, the Company shall use the good faith discretion of Business on a reasonable business person in determining whether and to what extent such capital expenditures are made, in each case basis consistent with past practice, but (5) continue to make all material filings and payments with Regulatory Authorities required in no event shall any such capital expenditures be made connection with the Business in excess a timely manner, and use reasonable best efforts to maintain in effect all existing Registrations required for the ongoing operation of the amount set forth Business as currently conducted, and, in addition to and without limiting the Company’s business plan and budget. For the avoidance of doubt, nothing in this Agreement shall limit the ability generality of the Company foregoing, Abbott shall not, and the Company’s board shall cause each of directors to accelerate the vesting of any Class B Common Share or unvested employee options to acquire Class B Common Shares prior to the Closing Date.its Affiliates not to:

Conduct of the Business. (a) From the date of this Agreement until the Closing (or until the earlier of the Closing Date or the termination of this Agreement pursuant to in accordance with Section 8.019.01), except (i) as otherwise provided for required by applicable Law, (ii) as set forth on Section 5.01 of the Disclosure Schedules, (iii) as specifically required under this Agreement, (iv) in connection with the Contribution Transactions, in accordance with and as expressly contemplated by this Agreement and the Contribution Agreement, (including v) for entry into an agreement for or the Disclosure Schedulesconsummation of a Permitted LiveRamp Proposal, (vi) as relates solely to LiveRamp Assets or LiveRamp Liabilities or any employees of the Seller or any of its Subsidiaries that are not Business Employees or (vii) as otherwise waived or consented to in writing by Parent Purchaser (which waivers or consents, except in connection with Sections 5.01 (a) through (e), (j), (m), (o), (p), (q) and (s) shall not to be unreasonably withheld, conditioned or delayed), Seller and the Company shall, (x) shall and shall cause its their respective Subsidiaries to, conduct their businesses to (a) carry on the Business in all material respects in the ordinary course of business consistent with past practice using its practice, and (b) use commercially reasonable best efforts to (i) preserve intact its present business organizationthe goodwill of the Business and the relationships of the Business Subsidiaries with their distributors, (ii) maintain in effect all of its material foreignlicensors, federalcreditors, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) maintain reasonably satisfactory relationships with its directorslessors, officers and senior executivesother key employees, (iv) maintain reasonably satisfactory relationships with its customers, lenders customers and suppliers and others having material business relationships with it, (v) manage its working capital (including the timing of collection of accounts receivable and payment of accounts payable) and the amount of its deferred revenues in the ordinary course of business consistent with past practice and (vi) continue to make capital expenditures consistent with the Company’s business plan and budget provided to Parent prior to the date hereof; provided that, the foregoing notwithstanding, (x) the Company and its Subsidiaries may use all available cash to repay any Indebtedness, pay any Transaction Expenses or for any other purposeGovernmental Authorities, in each case prior to the Closing all material respects in accordance with applicable Law and (y) shall not, and shall cause their respective Subsidiaries (or, with respect to non-mandatory capital expendituresany AMS Assets or AMS Liabilities that are not held by the Business Subsidiaries, the Company shall use the good faith discretion of a reasonable business person in determining whether and to what extent such capital expenditures are made, in each case consistent with past practice, but in no event shall any such capital expenditures be made in excess of the amount set forth in the Company’s business plan and budget. For the avoidance of doubt, nothing in this Agreement shall limit the ability of the Company and the Company’s board of directors to accelerate the vesting of any Class B Common Share or unvested employee options to acquire Class B Common Shares prior to the Closing Date.applicable LiveRamp Entities) not to:

Conduct of the Business. (a) From During the period from the date of this Agreement until to the earlier Closing Date, the Seller and, to the extent applicable, the Parent shall each (a) conduct the Business in the ordinary course consistent with past practice (including, without limitation, in connection with the collection of accounts receivable and the incurrence and payment of accounts payable and with pricing and marketing practices) and maintain satisfactory relationships with suppliers, customers, lessors and others having business relationships with the Seller or the Business, (b) maintain, consistent with past practice and good business practices, all the Purchased Assets in customary repair, order and condition, ordinary wear and tear excepted, and insurance upon all the Purchased Assets in such amounts and of such kinds comparable to that in effect on the date hereof, (c) maintain the Books and Records in the usual, regular and ordinary manner, on a basis consistent with past practice and (d) maintain, consistent with past practice and good business practices, inventory levels. Notwithstanding the immediately preceding sentence, on or prior to the Closing Date and except as may be first approved by the Purchaser or as is otherwise permitted or required by this Agreement, neither the Seller nor the Parent shall (a) increase the compensation payable or to become payable by the Seller or the termination Parent to any officer, director, independent contractor or employee of the Seller, except (i) in the ordinary course of business or (ii) increases equal to no more than fifteen percent (15%) of the total annual compensation of any employee who earned less than fifty thousand dollars ($50,000) per year before giving effect to such increase, (b) increase the benefits payable or to become payable by the Seller or the Parent to any present or former officer, director, independent contractor or employee of the Seller under any Employee Benefit Plan (or other plan, program, arrangement, commitment, policy, contract, agreement and/or policy relating to employee benefits or compensation adopted subsequent to the date of this Agreement pursuant Agreement) except (i) in the ordinary course of business or (ii) increases equal to Section 8.01no more than fifteen percent (15%) of the total annual benefits payable to such any employee, who earns less than fifty thousand dollars ($50,000) per year, (c) enter into any contract or commitment except as otherwise provided for by this Agreement (including the Disclosure Schedules) or consented to by Parent (not to be unreasonably withheld, conditioned or delayed), the Company shall, contracts and shall cause its Subsidiaries to, conduct their businesses commitments in the ordinary course of business consistent with past practice using its reasonable best efforts to (i) preserve intact its present business organizationpractice, (iid) maintain cancel or waive any claims or rights which reasonably could be valued in effect all excess of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations$100,000, (iiie) maintain reasonably satisfactory relationships with its directorssell, officers and senior executivestransfer or otherwise dispose of any Purchased Asset (other than in the ordinary course of business), (ivf) maintain reasonably satisfactory relationships with its customers, lenders suppliers and others having material business relationships with itmake any capital expenditure or commitment therefor in excess of $25,000 individually or $100,000 in the aggregate, (vg) manage its working capital make any change in any method of accounting practice, (including the timing of collection of h) write-off as uncollectible any notes or accounts receivable and payment of accounts payable) and the amount of its deferred revenues receivable, except write-offs in the ordinary course of business consistent with past practice and charged to applicable reserves, none of which individually or in the aggregate is reasonably likely to have a material adverse effect on the Condition, or (vii) continue agree, whether or not in writing, to make capital expenditures consistent with the Company’s business plan and budget provided to Parent prior to the date hereof; provided that, the foregoing notwithstanding, (x) the Company and its Subsidiaries may use all available cash to repay do any Indebtedness, pay any Transaction Expenses or for any other purpose, in each case prior to the Closing and (y) with respect to non-mandatory capital expenditures, the Company shall use the good faith discretion of a reasonable business person in determining whether and to what extent such capital expenditures are made, in each case consistent with past practice, but in no event shall any such capital expenditures be made in excess of the amount set forth in the Company’s business plan and budget. For the avoidance of doubt, nothing in this Agreement shall limit the ability of the Company and the Company’s board of directors to accelerate the vesting of any Class B Common Share or unvested employee options to acquire Class B Common Shares prior to the Closing Dateforegoing.

Conduct of the Business. From the date hereof through the Closing Date, Seller shall (unless Seller receives Purchaser's written consent) (a) From conduct its business relating to the date Purchased Assets and Assumed Liabilities in the usual, regular and ordinary course consistent with past practice, (b) use its best efforts to maintain and preserve intact its relationships generally with its Bank Employees and Customers; provided, however, that any salary increases with respect to Bank Employees shall be in the ordinary course of business consistent with Seller's past practices, (c) take no action which would adversely affect the ability of any party hereto to obtain any Regulatory Approval or to perform its covenants and agreements under this Agreement, (d) perform its material obligations, commitments, and contracts relating to the operation of the Branch except as modified in accordance with the terms of this Agreement until Agreement, (e) not modify or terminate any material contract obligations relating to the earlier Business, except in accordance with their contractual terms and in accordance with customary and past practice, (f) operate the Business in material compliance with all current legal or statutory provisions, (g) not dispose of any assets or liabilities of the Closing Date or the termination of this Agreement pursuant to Section 8.01, Branch except as otherwise provided for by this Agreement (including the Disclosure Schedules) or consented to by Parent (not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause its Subsidiaries to, conduct their businesses in the ordinary course of business consistent with past practice using practice, (h) not materially alter any of its reasonable best efforts policies or practices between the date of this Agreement and the Closing Date with respect to the rates, fees, charges, or level of services available at or to Customers of the Branch except for such alterations as may be instituted generally for similar branch offices of Seller and in accordance with ordinary course of business consistent with past practice, and (i) preserve intact its present business organizationnot make any capital expenditures in excess of $10,000 with respect to the Branch without Purchaser's written consent, (ii) maintain which will not be unreasonably withheld; provided, however that Seller shall be under no obligation to advertise or promote new or substantially new customer services in effect all of its material foreignthe principal market area of, federalor for the benefit of, state and local licensesthe Business; provided, permitsfurther, consents, franchises, approvals and authorizations, (iii) maintain reasonably satisfactory relationships with its directors, officers and senior executives, (iv) maintain reasonably satisfactory relationships with its customers, lenders suppliers and others having material business relationships with it, (v) manage its working capital (including that Seller shall pay interest on the timing of collection of accounts receivable and payment of accounts payable) and the amount of its deferred revenues Deposit Liabilities at rates which are determined in the ordinary course of business consistent with Seller's past practice and (vi) continue to make capital expenditures consistent with the Company’s business plan and budget provided to Parent prior to the date hereof; provided that, the foregoing notwithstanding, (x) the Company and its Subsidiaries may use all available cash to repay any Indebtedness, pay any Transaction Expenses or for any other purpose, in each case prior to the Closing and (y) with respect to non-mandatory capital expenditures, the Company shall use the good faith discretion of a reasonable business person in determining whether and to what extent such capital expenditures are made, in each case consistent with past practice, but in no event shall any such capital expenditures be made in excess of the amount set forth in the Company’s business plan and budget. For the avoidance of doubt, nothing in this Agreement shall limit the ability of the Company and the Company’s board of directors to accelerate the vesting of any Class B Common Share or unvested employee options to acquire Class B Common Shares prior to the Closing Datepractices.

Conduct of the Business. From the date hereof and up to and including the Closing Date, except as contemplated by this Agreement or otherwise consented to by Purchaser in writing, Seller undertakes to Purchaser that it shall: (ai) From carry on the Business in the Ordinary Course of Business in all material respects and not discontinue or cease to operate all or any part of the Business (ii) not enter into, amend, modify, terminate (partially or completely), grant any waiver under or give any consent with respect to any Purchased Contract or assume or incur any Liability outside the Ordinary Course of Business nor any Liability, borrowings or expenditure in excess of $10,000 or which is otherwise than on normal arms’ length terms; (ii) not default under, or take or fail to take any action that could constitute a default under any term or provision of any Purchased Contract; (iii) not create or agree to create any Lien on any of the Purchased Assets or the Business; (iv) not engage in, compromise, settle or otherwise adjust any claim or litigation related to or affecting the Business or any of the Purchased Assets, Purchased Contracts or Assumed Liabilities; (v) not alter the salaries or other compensation payable or non-contractual benefit due to any Employee or amend (or agree to amend) any other terms of employment or dismiss any of the Employee or engage, employ or offer to employ or engage any person in the Business other than the Employees; (vi) maintain and service the Purchased Assets consistent with past practices of Seller during the six (6) months prior to the date hereof and not acquire or dispose of (or agree to acquire or dispose of) any such Purchased Assets and preserve intact the Business as it is currently organized; (vii) maintain in force all existing insurance policies on the same material terms to provide a similar level of cover as in force at the date of this Agreement until for the earlier benefit of the Closing Date Business and the Purchased Assets and make any insurance claim in relation to the Business or any of the Purchased Assets promptly and in accordance with the terms of the relevant policy; (viii) ensure that the full benefit of the Intellectual Property is maintained; (ix) not do, or allow to be done, any act or thing which may adversely affect the goodwill or the termination relationship of this Agreement pursuant to Section 8.01, except as otherwise provided for by this Agreement (including the Disclosure Schedules) or consented to by Parent (not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause its Subsidiaries to, conduct their businesses in the ordinary course of business consistent with past practice using its reasonable best efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) maintain reasonably satisfactory relationships with its directors, officers and senior executives, (iv) maintain reasonably satisfactory relationships Business with its customers, lenders suppliers suppliers, business contacts or Employees; and others having material business relationships with it, (v) manage its working capital (including the timing of collection of accounts receivable and payment of accounts payable) and the amount of its deferred revenues in the ordinary course of business consistent with past practice and (vi) continue to make capital expenditures consistent with the Company’s business plan and budget provided to Parent prior to the date hereof; provided that, the foregoing notwithstanding, (x) the Company and its Subsidiaries may use all available cash to repay not enter into any Indebtedness, pay any Transaction Expenses transaction with or for any other purpose, in each case prior to the Closing and (y) with respect to non-mandatory capital expenditures, the Company shall use the good faith discretion of a reasonable business person in determining whether and to what extent such capital expenditures are made, in each case consistent with past practice, but in no event shall any such capital expenditures be made in excess of the amount set forth in the Company’s business plan and budget. For the avoidance of doubt, nothing in this Agreement shall limit the ability of the Company and the Company’s board of directors to accelerate the vesting benefit of any Class B Common Share of Seller’s directors or unvested employee options to acquire Class B Common Shares prior to the Closing Dateof any person who is connected with any of its directors.

Conduct of the Business. (a) 9.01. From the date of this Agreement hereof and until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 8.01Date, except as otherwise provided for contemplated by this Agreement (including the Disclosure Schedules) or expressly consented to in writing signed by Parent (not to be unreasonably withheldBuyer, conditioned or delayed), Seller and the Company Principals shall, and shall cause its Subsidiaries their Affiliates to, conduct their businesses in the ordinary course of business consistent with past practice using its reasonable best efforts to : (i) preserve intact its present business organizationconduct the Business only in the Ordinary Course of Business, (ii) maintain and preserve the Business's properties in effect all of its material foreigngood repair, federalworking order and condition, state including but not limited to, performing maintenance in a manner and local licenses, permits, consents, franchises, approvals and authorizationson a basis consistent with past practice, (iii) maintain reasonably satisfactory relationships with its directors, officers use commercially reasonable efforts to preserve the Business's operations and senior executivesorganizations intact, (iv) maintain reasonably satisfactory relationships with use commercially reasonable efforts to keep available the services of the Business's current officers, (v) use commercially reasonable efforts to preserve the Business's current business relationships, including, but not limited to, the goodwill of its customers, lenders customers and suppliers and others having material business relationships with it, (vvi) manage its working capital (including except as set forth on Schedule 9 attached hereto, not change the timing rate or terms of collection compensation payable, or to become payable, to any of accounts receivable and payment of accounts payable) and the amount Business's officers or employees, except in the Ordinary Course of its deferred revenues Business, (vii) not grant any change in the ordinary course rate or terms of business consistent with past practice and any Seller Plan, (viviii) continue to not enter into any agreement or make capital expenditures consistent any other commitment in connection with the Company’s business plan and budget provided to Parent prior to Business or the date hereof; provided that, the foregoing notwithstandingPurchased Assets involving an amount in excess of $50,000, (xix) not sell, lease (as lesser), transfer, license (as licensor), encumber, grant or create a Lien on, any of the Company Purchased Assets, other than in a manner and its Subsidiaries may use all available cash to repay any Indebtedness, pay any Transaction Expenses or for any other purpose, in each case prior to the Closing and (y) with respect to non-mandatory capital expenditures, the Company shall use the good faith discretion of on a reasonable business person in determining whether and to what extent such capital expenditures are made, in each case basis consistent with past practice, but in no event shall (x) not terminate or amend any such capital expenditures Assumed Contract, (xi) refrain from doing, or causing to be made in excess of done, anything which would cause the amount representations and warranties set forth in Article V of this Agreement from not being true, complete and correct on the Company’s business plan Closing Date as if made on such date, (xii) continue to insure itself and budget. For the avoidance of doubt, nothing Purchased Assets and all property owned by Seller in accordance with the manner disclosed in this Agreement, and to use, operate, maintain and repair the Purchased Assets consistent with past practices, (xiii) not enter into any agreement to sell Purchased Assets or supply services to others without Buyer's prior written consent, except in the Ordinary Course of Business, (xiv) refrain from doing any act or omitting to do any act, or permitting any act or omission to act, which will cause a breach of any contract, commitment or obligation of Seller related to the Business, the Purchased Assets or the Assumed Liabilities, (xv) promptly notify Buyer in writing of any written or Threatened investigation or proceeding by or relating to Seller, the Purchased Assets, the Business or this Agreement shall limit the ability before any court or governmental department, commission, board, bureau, agency or instrumentality, (xvi) refrain from doing any act or omitting to do any act, or permitting any act or omission to act, which will cause any of the Company Purchased Assets to be depleted or any of the Accounts Receivables or trade payables to be collected on an accelerated basis, other than in the Ordinary Course of Business, (xvii) use its best efforts to cause all of the conditions to the obligations of Seller under this Agreement to be satisfied on or prior to the Closing Date and (xviii) not terminate any of its employees without the Company’s board prior written consent of directors to accelerate Buyer, other than in the vesting Ordinary Course of Business; (xix) not dispose of or modify or alter the Purchased Assets, other than in the Ordinary Course of Business, or incur, create or assume any Class B Common Share Lien (other than Permitted Liens, which must be discharged on or unvested employee options to acquire Class B Common Shares prior to the Closing Date) on any Purchased Asset; or (xx) take any action which could reasonably be expected to prevent or materially delay the consummation of the Contemplated Transactions.

Conduct of the Business. (a) From During the period from the date of this Agreement and continuing until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 8.01or the Closing Date, unless Purchaser shall otherwise consent in writing (which shall include electronic mail and which consent shall not be unreasonably withheld), and except as otherwise provided for contemplated by this Agreement Agreement, Seller shall (including i) carry on the Disclosure SchedulesBusiness in the ordinary course and in a manner consistent with past practice, (ii) preserve intact Seller’s material Business relationships with its customers, suppliers, distributors and others having business dealings with it, (iii) maintain all of the Purchased Assets in good working order consistent with past practice, (iv) not subject any of the Purchased Assets to any Liens, other than Permitted Liens, (v) not terminate key employees engaged in the Business, (vi) not advance the collection of, or consented offer any incentives that lead to by Parent the advance collection of, any accounts receivable of the Business, (vii) not change prices of Remotes or otherwise modify the pricing practices of Seller relating to be unreasonably withheldthe Business, conditioned (viii) not offer any discounts, rebates or delayed), offsets in connection with the Company shall, and shall cause its Subsidiaries to, conduct their businesses Business other than in the ordinary course of business consistent with past practice using its reasonable best efforts to (i) preserve intact its present business organizationpractice, (iiix) maintain in effect all not waive any claim of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizationsSeller relating to the Business, (iiix) maintain reasonably satisfactory relationships with its directors, officers and senior executivesnot permit any material insurance policy covering assets likely to be Purchased Assets to lapse (unless replaced by an equivalent policy), (ivxi) maintain reasonably satisfactory relationships with its customers, lenders suppliers and others having material business relationships with it, (v) manage its working capital (including the timing of collection of accounts receivable and payment of accounts payable) and the amount of its deferred revenues except in the ordinary course of business consistent with past practice and (vi) continue to make capital expenditures consistent with the Company’s business plan and budget provided to Parent prior to the date hereof; provided thatpractice, the foregoing notwithstanding, (x) the Company and its Subsidiaries may use all available cash to repay not enter into any Indebtedness, pay customer contract or amend any Transaction Expenses or for any other purpose, in each case prior to the Closing and (y) existing customer contract with respect to non-mandatory capital expendituresthe Business, or (xii) operate the Company shall use the good faith discretion of a reasonable business person Business in determining whether and to what extent such capital expenditures are made, in each case consistent material compliance with past practice, but in no event shall any such capital expenditures be made in excess of the amount set forth in the Company’s business plan and budget. For the avoidance of doubt, nothing in this Agreement shall limit the ability of the Company and the Company’s board of directors to accelerate the vesting of any Class B Common Share or unvested employee options to acquire Class B Common Shares prior to the Closing Dateall Laws.

Conduct of the Business. (a) From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 8.019.01, except as otherwise provided for by this Agreement (including the Disclosure Schedules) or consented to in writing by Parent (which consent will not to be unreasonably withheld, conditioned or delayed), the Company shall, will use its commercially reasonable efforts to conduct its business and shall cause the businesses of its Subsidiaries to, conduct their businesses in the ordinary course of business consistent with past practice using its reasonable best efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) maintain reasonably satisfactory relationships with its directors, officers and senior executives, (iv) maintain reasonably satisfactory relationships with its customers, lenders suppliers and others having material business relationships with it, (v) manage its working capital (including the timing of collection of accounts receivable and payment of accounts payable) and the amount of its deferred revenues in the ordinary course of business consistent with past practice and (vi) continue to make capital expenditures consistent with the Company’s business plan and budget provided to Parent prior to the date hereofpractices; provided that, notwithstanding anything to the foregoing notwithstandingcontrary in this Section 6.01, (x) the Company and its Subsidiaries may use all available cash to repay any Indebtedness, Indebtedness or pay any Transaction Expenses or for any other purpose, in each case prior to the Closing and (y) with respect Closing. Notwithstanding anything to non-mandatory capital expendituresthe contrary in this Section 6.01, effective as of immediately prior to the Effective Time, the Company and the Company’s board of directors shall use accelerate the good faith discretion vesting of a reasonable business person in determining whether any unvested Class B Common Shares and unvested employee options to what acquire Class B Common Shares (except to the extent such capital expenditures are made, in each case consistent with past practice, but in no event shall any such capital expenditures be made in excess of the amount set forth in the Company’s business plan following proviso), and budget. For the avoidance of doubt, nothing in this Agreement shall limit the ability of the Company and its board of directors from effectuating the foregoing; provided, however, that the Company’s board of directors to shall not accelerate the vesting of any unvested Class B Common Share Shares and unvested employee options to acquire Class B Common Shares to the extent agreed in writing by the Company, Parent and each of the holders of such unvested Class B Common Shares or unvested employee options to acquire Class B Common Shares prior (collectively, the “Non-Accelerated Equity”). Parent will indemnify and hold harmless the D&O Indemnitees and the other Seller Indemnified Parties against any Losses suffered or incurred by any such D&O Indemnitee or other Seller Indemnified Party to the Closing Dateextent such Loss results from the written agreement referenced in the immediately preceding proviso.

Conduct of the Business. (a) From On and after the date of this Agreement and until the earlier first to occur of the Closing Date or and the termination of this Agreement pursuant to Section 8.01Termination Date, except as otherwise provided for by this Agreement (including the Disclosure Schedules) or consented to by Parent (not to be unreasonably withheld, conditioned or delayed), the Company shall, and Winget shall cause its Subsidiaries to, and the Transferors shall conduct their businesses the business of xxx Xxansferred Winget Entities and the Transferred Assets in the ordinary course of business consistent with past practice using its reasonable best efforts to xxxxxxss. Without limiting the generality of the foregoing, the Transferors shall: (i) use commercially reasonable efforts to preserve intact its present the business organizationorganizations relating to each of the Transferred Winget Entities, (ii) maintain in effect all use commercially reasonable efforts to preserve xxx xoodwill of its material foreign, federal, state the suppliers and local licenses, permits, consents, franchises, approvals customers and authorizationsothers having business relationships with the Transferred Winget Entities, (iii) maintain reasonably satisfactory relationships cause to be paid and perform all debts, obligaxxxxx and liabilities as and when due (except for obligations or liabilities contested in good faith), in a manner consistent with its directorspast practices, officers and senior executivesall leases, agreements, contracts and other commitments to which the Transferred Winget Entities are a party or with respect to the Transferred Assets xx xxcordance with the terms and conditions thereof, (iv) maintain reasonably satisfactory relationships comply in all material respects with its customers, lenders suppliers and others having all material business relationships with itlaws that may be applicable to the Transferred Winget Entities or the Transferred Assets, (v) manage its working capital (including the timing of collection of accounts receivable and payment of accounts payable) and the amount of its deferred revenues in the ordinary course of business consistent with past practice not create or allow thx Xxxxsferred Winget Entities to incur any indebtedness for borrowed money or any oxxxx xaterial obligations, and (vi) continue except as otherwise permitted by this Agreement, not cause or permit any of the Transferred Winget Entities to make capital expenditures consistent transfer any assets, including cash, (other than txx Xxxained Property) or incur any liabilities or EXECUTION COPY obligations to the Transferors or any of their respective affiliates (exclusive of the Venture Entities). Notwithstanding the foregoing, none of the Transferors shall be in breach of this paragraph if and to the extent the cause of such breach results from the failure of the Debtors to provide funding in accordance with the Company’s business plan and budget provided to Parent prior to the date hereof; provided that, the foregoing notwithstanding, (x) the Company and its Subsidiaries may use all available cash to repay any Indebtedness, pay any Transaction Expenses or for any other purpose, in each case prior to the Closing and (y) with respect to nonapproved debtor-mandatory capital expenditures, the Company shall use the good faith discretion of a reasonable business person in determining whether and to what extent such capital expenditures are made, in each case consistent with past practice, but in no event shall any such capital expenditures be made in excess of the amount set forth in the Company’s business plan and in-possession budget. For the avoidance of doubt, nothing in this Agreement shall limit the ability of the Company and the Company’s board of directors to accelerate the vesting of any Class B Common Share or unvested employee options to acquire Class B Common Shares prior to the Closing Date.

Conduct of the Business. (a) From and after the date of this Agreement until and prior to the earlier of the Closing Date or the termination of this Agreement pursuant to Section 8.01Article X (Termination, Amendment and Waiver), except (I) as otherwise provided for contemplated by this Agreement Agreement, (II) as set forth in Section 6.1 of the Seller Disclosure Letter, (III) as required by applicable Law or policy or guidance from a Governmental Authority, (IV) for any action (including cessation of activities) taken by the Disclosure SchedulesSeller or any Subsidiary Transferor that the Seller or such Subsidiary Transferor reasonably believes is required (provided that any such non-emergent actions shall require the prior written consent of the Buyer, which shall provide written response to the Seller within two (2) Business Days and shall not to unreasonably withhold, delay or consented condition such consent, and any emergent actions shall be notified by the Seller to the Buyer within two (2) Business Days), or that is recommended by Parent a Governmental Authority, in order to protect the health, safety and welfare of the officers and employees of the Business and all other individuals having business dealings with the Business in connection with the coronavirus outbreak and related public health situation, or (V) with the prior written consent of the Buyer, such consent not to be unreasonably withheld, conditioned delayed or delayed)conditioned, the Company Seller shall, and shall cause each of its Subsidiaries Subsidiary Transferors to, (A) conduct their businesses the Business only in the ordinary course of business consistent with past practice using its reasonable best efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) maintain reasonably satisfactory relationships with its directors, officers and senior executives, (iv) maintain reasonably satisfactory relationships with its customers, lenders suppliers and others having material business relationships with it, (v) manage its working capital (including the timing of collection of accounts receivable and payment of accounts payable) and the amount of its deferred revenues in the ordinary course of business consistent with past practice and (vi) continue to make capital expenditures consistent with the Company’s business plan and budget provided to Parent prior to the date hereof; provided that, the foregoing notwithstanding, (x) the Company and its Subsidiaries may use all available cash to repay any Indebtedness, pay any Transaction Expenses or for any other purpose, in each case prior to the Closing and (y) with respect to non-mandatory capital expenditures, the Company shall use the good faith discretion of a reasonable business person in determining whether and to what extent such capital expenditures are made, in each case consistent with past practice), but in no event shall any such capital expenditures be made in excess and (B) use their commercially reasonable efforts to preserve the present organization of the amount Business, keep available the services of the present officers and employees of the Business, and preserve relationships with customers, suppliers, licensors, licensees, contractors, distributors and other having business dealing with the Business, including, subject to Section 6.4, assisting the Buyer in its discussions with such customers, suppliers, licensors, licenses, contractors, distributors and others, such that the Buyer may renew or extend the related contracts on terms that are at least equal to those terms existing at or prior to the Closing. Without limiting the generality of the foregoing, and except (I) as otherwise contemplated by this Agreement, (II) as set forth in Section 6.1 of the Company’s Seller Disclosure Letter, (III) as disclosed in the Seller SEC Reports, (IV) as otherwise required by applicable Law or policy or guidance from a Governmental Authority, or (V) for any action (including cessation of activities) taken by the Seller or any Subsidiary Transferor that the Seller or such Subsidiary Transferor reasonably believes is required (provided that any such non-emergent actions shall require the prior written consent of the Buyer, which shall provide written response to the Seller within two (2) Business Days and shall not to unreasonably withhold, delay or condition such consent, and any emergent actions shall be notified by the Seller to the Buyer within two (2) Business Days), or that is recommended by a Governmental Authority, in order to protect the health, safety and welfare of the officers and employees of the Business and all other individuals having business plan dealings with the Business in connection with the coronavirus outbreak and budget. For related public health situation, from and after the avoidance date of doubt, nothing in this Agreement shall limit the ability of the Company and the Company’s board of directors to accelerate the vesting of any Class B Common Share or unvested employee options to acquire Class B Common Shares prior to the earlier of the Closing Date.or the termination of this Agreement pursuant to Article X (Termination, Amendment and Waiver), the Seller shall not, and shall cause each of its Subsidiary Transferors not to, solely with respect to the Business, take any of the following actions, without the prior written consent of the Buyer, such consent not to be unreasonably withheld, delayed or conditioned:

Conduct of the Business. (a) From Except as otherwise contemplated by this Agreement, during the period from the date of this Agreement until to the earlier Closing Date, DESC and each of the Closing Date or JV Entities shall, DESC shall cause each of the termination of this Agreement pursuant JV Entities to, and, solely with respect to Section 8.01, except as otherwise provided for by this Agreement clauses (including the Disclosure Schedulesi) or consented to by Parent through (not to be unreasonably withheld, conditioned or delayed)iv) below, the Company shall, and Xxxxx Entities shall cause its Subsidiaries each of the JV Entities to, (i) conduct their businesses the Business in the ordinary course of business consistent with past practice using its reasonable best efforts to (i) preserve intact its present business organizationbusiness, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) maintain reasonably satisfactory relationships with its directors, officers and senior executives, (iv) maintain reasonably satisfactory relationships with its customers, lenders suppliers and others having material business relationships with it, (v) manage its working capital (including the timing of collection of accounts receivable and payment of accounts payable) and the amount of its deferred revenues in the ordinary course of business consistent with past practice and to the extent consistent therewith; (ii) use commercially reasonable efforts to preserve intact in all material respects the organization and goodwill of the Business; (iii) use commercially reasonable efforts to maintain in all material respects its current relationships with customers, suppliers, distributors and others having business dealings with it; (iv) not intentionally take any action which would render, or which reasonably may be expected to render, any representation or warranty made by DESC or any of the JV Entities in this Agreement untrue in any material respect on the Closing Date; (v) confer on a regular and frequent basis with representatives of the Xxxxx Entities to report on operational matters and the general status of ongoing operations with respect to the Business; (vi) continue to make capital expenditures consistent with notify the Company’s business plan Xxxxx Entities of any emergency or other change in the normal course of the Business or in the operation of the Business and budget provided to Parent prior of any governmental or third-party complaints, investigations or hearings (or communications indicating that the same may be contemplated) if such emergency, change, complaint, investigation or hearing would be material, individually or in the aggregate, to the date hereof; provided thatoperation or financial condition of the Business, the foregoing notwithstanding, (x) the Company and its Subsidiaries may use all available cash to repay any Indebtedness, pay any Transaction Expenses Assets or for any other purpose, in each case prior to the Closing ability of DESC or any of the JV Entities or the Xxxxx Entities to consummate the transactions contemplated by this Agreement; and (yvii) with respect to non-mandatory capital expenditures, promptly notify the Company shall use the good faith discretion of a reasonable business person Xxxxx Entities in determining whether and to what extent such capital expenditures are made, in each case consistent with past practice, but in no event shall writing if either DESC or any such capital expenditures be made in excess of the amount set forth in JV Entities shall discover that any representation or warranty made by DESC or the Company’s business plan and budget. For the avoidance of doubt, nothing JV Entities in this Agreement shall limit was, when made, or has subsequently become, untrue in any material respect. Without limiting the ability generality of the Company and foregoing, and, except as contemplated by this Agreement, during the Company’s board period from the date of directors to accelerate the vesting of any Class B Common Share or unvested employee options to acquire Class B Common Shares prior this Agreement to the Closing Date., without the prior written consent of the Xxxxx Entities, which shall not be unreasonably withheld, neither DESC nor any of the JV Entities shall, and DESC shall cause each of the JV Entities to not:

Conduct of the Business. The Parties acknowledge that it is the intention of the Seller that the Seller shall seek approval from its stockholders for the dissolution and liquidation of the Seller following the completion of the sale of the Purchased Assets and that, although it is not intended that such liquidation, and the appointment of a liquidator, will take effect until following completion of the sale of the Purchased Assets, Seller has taken or shall take steps, prior to the completion of the sale of the Purchased Assets, to seek authorization from its stockholders of the liquidation of the Seller and the appointment of a Person as liquidator for the Seller, which appointment shall take effect on a date after the date specified for the Closing Date in this Agreement. Pending the Closing, Seller shall use its commercially reasonable efforts in the context of the circumstances described in this Section, to work with Purchaser in good faith to operate the Business and to preserve the Business, its goodwill and business relationships. Pending the Closing, in order to maintain the current status quo, and except as contemplated by this Agreement or otherwise expressly consented to or approved in writing by Purchaser, Seller covenants and agrees with Purchaser as follows: Seller shall not: (a) From effect any material change to the date of this Agreement until Business; (b) enter into, terminate, modify or waive any agreement, understanding, commitment, relationship or transaction with respect to the earlier of the Closing Date or the termination of this Agreement pursuant to Section 8.01, Business except as otherwise provided for by this Agreement (including the Disclosure Schedules) or consented to by Parent (not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause its Subsidiaries to, conduct their businesses in the ordinary course of business the Business consistent with past practice using its reasonable best efforts practices; (c) amend, terminate, modify or waive any terms of the Assumed Contracts; (d) sell, lease, grant a license with respect to (i) preserve intact its present business organization, (ii) maintain in effect all or otherwise encumber or dispose of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) maintain reasonably satisfactory relationships with its directors, officers and senior executives, (iv) maintain reasonably satisfactory relationships with its customers, lenders suppliers and others having material business relationships with it, (v) manage its working capital (including any of the timing of collection of accounts receivable and payment of accounts payable) and the amount of its deferred revenues Purchased Assets except in the ordinary course of business the Business consistent with past practice and practices; (vie) continue to make capital expenditures consistent with grant, create or suffer an Encumbrance upon any of the Company’s business plan and budget provided to Parent prior to Purchased Assets; (f) incur any Liability, contingent or otherwise, except in the date hereofordinary course of the operation of the Business; provided thator (g) defer the payment of any Liability, the foregoing notwithstanding, (x) the Company and its Subsidiaries may use all available cash to repay any Indebtedness, pay any Transaction Expenses or for satisfy any other purpose, obligation in each case prior to the Closing and (y) with respect to non-mandatory capital expenditures, the Company shall use the good faith discretion of a reasonable business person in determining whether and to what extent such capital expenditures are made, in each case consistent with past practice, but in no event shall any such capital expenditures be made in excess of the amount set forth Business or the Purchased Assets, other than in the Company’s business plan and budget. For the avoidance of doubt, nothing in this Agreement shall limit the ability ordinary course of the Company and operation of the Company’s board of directors to accelerate the vesting of any Class B Common Share or unvested employee options to acquire Class B Common Shares prior to the Closing DateBusiness.

Conduct of the Business. (a) From Seller agrees that, during the period from the date of this Agreement until to the earlier of the Closing Date or the termination of this Agreement pursuant to Section 8.01Closing, except as otherwise provided for expressly contemplated by this Agreement (Agreement, including with respect to the Disclosure Schedules) Seller Bonus Arrangements, or as consented to by Parent Buyer in writing (which consent will not to be unreasonably withheld, conditioned or delayed), except with respect to clauses (a)-(c), (f) (with respect to Owned Real Property), (g) (h), (l), (o), (r), (v) and (w) in respect of which Buyer may grant or withhold its consent in its sole discretion, Seller will (with respect to the Covered Business) and will cause the Company shallto: (a) not amend the Company’s Charter Documents; (b) not authorize for issuance, and shall cause its Subsidiaries toissue, conduct their businesses in sell, pledge, encumber or deliver or agree or commit to issue, sell, pledge, encumber or deliver any of the ordinary course of business consistent Company’s Equity Rights, or issue any securities convertible into, exchangeable for or representing a right to purchase or receive, or enter into any Contract with past practice using its reasonable best efforts respect to the issuance of, the Company’s Equity Rights; (c) not (i) preserve intact its present business organizationsplit, combine or reclassify any of the Company’s Equity Rights, (ii) maintain redeem or otherwise acquire any of the Company’s Equity Rights or (iii) make any dividends or distributions in effect all respect of its Equity Rights; provided, that the Company may pay in full prior to the Closing (A) Cash distributions in respect of its equity interests that do not result in the Company having a negative amount of Cash and (B) distributions of the Excluded Assets; (d) conduct the Covered Business and the business of the Company in the Ordinary Course and use commercially reasonable efforts to maintain and preserve intact the present business 39 US 167664346 HB: 4845-7978-5147.2 operations and good will related to the Covered Business, including not terminating the services of the key officers and key employees of the Covered Business and preserving its relationships with, and the good will of, vendors, carriers, clients and other Persons with whom it has a material foreignbusiness relationship relate to the Covered Business in a manner consistent with past practice; (e) not mortgage, federalpledge or subject to any Lien or security interest (other than Permitted Liens) any material asset of the Company or the Covered Business, state and local licensesor in the case of the Company, permitsincur any Indebtedness; (f) not cancel or terminate, consentsor modify or amend any existing Real Property Lease enter into any new leases or subleases of real property or acquire an ownership interest in any real property; (g) in the case of the Company, franchisesother than with respect to any Combined Tax Return, approvals and authorizationsnot (i) make, amend or revoke any material Tax election; (ii) adopt, amend or revoke any Tax accounting method, (iii) maintain reasonably satisfactory relationships with its directors, officers and senior executivesfile any amended Tax Return, (iv) maintain reasonably satisfactory relationships enter into any “closing agreement” regarding Taxes with its customers, lenders suppliers and others having material business relationships with itany Governmental Entity, (v) manage its working capital (including the timing of collection of accounts receivable and payment of accounts payable) and the amount of its deferred revenues in the ordinary course of business consistent with past practice and settle any Tax claim or assessment, or (vi) continue surrender any right to claim a refund of Taxes; (h) not enter into any Contracts or arrangement (i) restricting the Company from, and/or imposing any limitations or penalties on the Company with respect to, engaging in or competing with any business activity in any geographic area or soliciting, accepting or hiring clients, employees, vendors or suppliers or other business relationships, (ii) requiring the Company to deal exclusively with any Person with respect to any matter or that provide “most favored nation” pricing or terms to the other party to such Contract or any third party or (iii) containing a right of first refusal or right of first offer, right of first negotiation, most favored nation or similar right in favor of a third party or otherwise; (i) not enter into guarantee, lease, indemnity, surety bond, letter of credit or letter of comfort or any other obligation that would become an Indemnified Guarantee; (j) not make capital expenditures consistent with any change to its methods of accounting policies or practices, except as required by changes in GAAP or other applicable Law; (k) not (i) amend in a manner adverse to the Company’s business plan and budget provided Covered Business or terminate (prior to Parent its expiration) any Business Contract or Material Insurance Contract, (ii) waive, release or assign any material rights or claims under any Business Contract or Material Insurance Contract or (iii) other than in the Ordinary Course, enter into any Contract that would have been a Business Contract had it been entered into prior to the date hereofof this Agreement; provided that(l) not enter into any Contract, arrangement or transaction constituting a Related Person Transaction; (m) in the foregoing notwithstandingcase of the Company, (x) the Company and its Subsidiaries may use all available cash to repay any Indebtedness, pay any Transaction Expenses or for any other purpose, in each case prior to the Closing and (y) with respect to non-mandatory capital expenditures, the Company shall use the good faith discretion of a reasonable business person in determining whether and to what extent such not make capital expenditures are made, in each case consistent with past practice, but in no event shall any such capital expenditures be made in excess of the amount set forth $200,000 in the Company’s aggregate; (n) not acquire or dispose of (whether by merger, consolidation, acquisition of Equity Rights or assets or otherwise), directly or indirectly, any business, line of business or material assets, or dispose of any assets other than the disposition of obsolete equipment in the Ordinary Course; (o) not adopt a plan and budget. For the avoidance or agreement of doubtcomplete or partial liquidation or dissolution, nothing in this Agreement shall limit the ability merger, consolidation or recapitalization of the Company and the Company’s board of directors to accelerate the vesting of any Class B Common Share or unvested employee options to acquire Class B Common Shares prior to the Closing Date.; 40 US 167664346 HB: 4845-7978-5147.2

Conduct of the Business. (a) From the date of this Agreement until the earlier of hereof through the Closing Date or Date, the termination of this Agreement pursuant to Section 8.01, except as otherwise provided for by this Agreement Company and each Subsidiaries shall conduct the Business only in the ordinary course (including the Disclosure Schedules) or consented to by Parent (not to be unreasonably withheld, conditioned or delayedpayment of accounts payable and the collection of accounts receivable), the Company shallconsistent with past practices, and shall cause not enter into any material transactions without the prior written consent of the Purchaser, and use its commercially reasonable efforts to preserve intact the Company's business relationships with employees, suppliers, customers and other third parties. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, without the Purchaser's prior written consent, neither the Company nor any Subsidiaries to, conduct their businesses shall: except in the ordinary course of business consistent with past practice using business, amend, waive any provision of, terminate prior to its reasonable best efforts to scheduled expiration date, or otherwise compromise in any way, any Contract (including contracts described in Section (b) below), or any other right or asset; except as contemplated by this Agreement, enter into any contract, agreement, lease, license or commitment, which (i) preserve intact its present business organizationis with respect to real property, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) maintain reasonably satisfactory relationships with its directors, officers and senior executives, (iv) maintain reasonably satisfactory relationships with its customers, lenders suppliers and others having material business relationships with it, (v) manage its working capital (including the timing of collection of accounts receivable and payment of accounts payable) and the amount of its deferred revenues except in the ordinary course of business, extends for a term of one year or more or (iii) obligates the payment of more than $2.0 million (individually or in the aggregate); make any capital expenditures in excess of $10,000 (individually or in the aggregate); sell, lease, license or otherwise dispose of any assets or assets covered by any Contract except (i) pursuant to existing contracts or commitments disclosed herein; pay, declare or promise to pay any dividends or other distributions with respect to its capital stock, or pay, declare or promise to pay any other payments to the Nollec Parties or any Affiliate of the Nollec Parties; authorize any salary increase of more than 10% for any employee or change the bonus or profit sharing policies of the Company; Page obtain or suffer to exist any Indebtedness in excess of $10,000 in the aggregate other than in the ordinary business consistent with past practice and (vi) continue to make capital expenditures consistent with the Company’s business plan and budget provided to Parent prior to practice; suffer or incur any Lien on any asset except for Liens existing as of the date hereofhereof as set forth on Schedule 3.14(b); provided thatsuffer any material damage, destruction or loss of property related to any assets that is not covered by insurance; delay, accelerate or cancel any receivables or Indebtedness or write-off or make further reserves against the foregoing notwithstandingsame, (x) except in the ordinary course of business; merge or consolidate with or acquire any other Person or be acquired by any other Person; suffer any insurance policy protecting assets to lapse; make any change in its accounting principles or methods or write down the value of any assets; change the place of business of the Company and or any Subsidiaries; extend any loans to any Person, other than travel or other expense advances to employees in the ordinary course of business; issue, redeem or repurchase any shares of its Subsidiaries may use all available cash capital stock; effect or agree to repay any Indebtednesschange in any practices or terms, pay any Transaction Expenses or for any other purposeincluding payment terms, in each case prior to the Closing and (y) with respect to non-mandatory capital expenditurescustomers or suppliers; make or rescind any election related to Taxes, file any amended income Tax Return or make any changes in its methods of Tax accounting; or agree to do any of the foregoing. None of the Nollec Parties will (i) take or agree to take any action that might make any representation or warranty of the Company, any Subsidiaries or the Sellers hereunder inaccurate in any respect at, or as of any time prior to, the Company shall use the good faith discretion of a reasonable business person in determining whether and Closing Date or (ii) omit to what extent such capital expenditures are madetake, in each case consistent with past practiceor agree to omit to take, but in no event shall any action necessary to prevent any such capital expenditures be made representation or warranty from being inaccurate in excess of the amount set forth in the Company’s business plan and budget. For the avoidance of doubt, nothing in this Agreement shall limit the ability of the Company and the Company’s board of directors to accelerate the vesting of any Class B Common Share or unvested employee options to acquire Class B Common Shares prior to the Closing Daterespect at any such time.

Conduct of the Business. (a) From During the period from the date of this Agreement and continuing until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 8.01or the Closing Date and except in the ordinary course of Seller’s business, except as consistent with past practice, unless Purchaser shall otherwise provided for by this Agreement Consent in writing (including the Disclosure Schedules) or consented to by Parent (which shall include electronic mail), which Consent shall not to be unreasonably withheld, conditioned or delayed), the Company shall, and except as otherwise contemplated by this Agreement, Seller shall cause its Subsidiaries to, conduct their businesses in the ordinary course of business consistent with past practice using its use commercially reasonable best efforts to (i) preserve intact its present business organizationcarry on the Business, (ii) maintain in effect all of its preserve intact Seller’s material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) maintain reasonably satisfactory relationships with its directors, officers and senior executives, (iv) maintain reasonably satisfactory business relationships with its customers, lenders suppliers suppliers, distributors and others having material business relationships dealings with it, (iii) not terminate Seller’s officers or key employees, (iv) not purchase any material assets, and (v) manage not sell, transfer, license, lease or otherwise dispose of, or suffer or cause the encumbrance by any new Lien (other than Permitted Liens) upon any of, its working capital material properties or assets, tangible or intangible, or any interest therein, (including vi) not advance the timing of collection of of, or offer any incentives that lead to the advance collection of, any accounts receivable and payment of accounts payableSeller, (vii) not materially modify the pricing practices of Seller, (viii) not offer any material discounts, rebates or offsets, (ix) not sell or issue any equity interest in Seller, (x) not amend or modify Seller’s organizational documents, (xi) not waive any material claim of Seller, (xii) not materially increase the compensation of any of Seller’s employees or materially alter the benefits of Seller’s employees except as required by Law, (xiii) not permit any material insurance policy to lapse (unless replaced by an equivalent policy), (xiv) not enter into any customer contract or amend any existing customer contract to provide for fixed prices over a period of more than one year, (xv) operate in compliance with all material Laws and the amount terms of the Indenture; (xvi) make no distributions to its deferred revenues in the ordinary course of business members (other than regular distributions consistent with past practice and (vifor the purpose of funding Tax obligations of its members resulting from their ownership of Seller.) continue Seller shall promptly notify Purchaser if it has taken or proposes to make capital expenditures consistent with take or not take, as the Company’s business plan and budget provided to Parent prior to case may be, any of the date hereof; provided thatabove-described actions, whether or not in the foregoing notwithstanding, (x) the Company and its Subsidiaries may use all available cash to repay any Indebtedness, pay any Transaction Expenses or for any other purpose, in each case prior to the Closing and (y) with respect to non-mandatory capital expenditures, the Company shall use the good faith discretion Ordinary Course of a reasonable business person in determining whether and to what extent such capital expenditures are made, in each case Business consistent with past practice, but in no event shall any such capital expenditures be made in excess of on the amount set forth in the Company’s business plan and budget. For the avoidance of doubt, nothing in this Agreement shall limit the ability of the Company and the Company’s board of directors basis that it is not commercially reasonable to accelerate the vesting of any Class B Common Share or unvested employee options to acquire Class B Common Shares prior to the Closing Datedo otherwise.

Conduct of the Business. (a) From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 8.01, except Except as otherwise provided for permitted by this Agreement (including the Disclosure Schedules) or consented to in writing by Parent the Buyer (which consent shall not to be unreasonably withheld, conditioned withheld or delayed), from the Company date hereof until the Closing, the Seller shall conduct the Business only in the Ordinary Course. Without limiting the generality of the foregoing, except as set forth on Schedule 5.2, the Seller shall, in connection with the Business, (a) continue its advertising and shall cause its Subsidiaries topromotional activities, conduct their businesses and pricing and purchasing policies, substantially in the ordinary course of business consistent accordance with past practice using its practice; (b) not materially shorten or lengthen the customary payment cycles for any payables or receivables and not materially accelerate or delay production of Inventories; (c) use commercially reasonable best efforts to (i) preserve intact its present business organization, (ii) maintain retain the services of the employees (as a group) engaged in effect all activities of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizationsthe Business, (iii) maintain reasonably satisfactory relationships with its directors, officers continue in full force and senior executives, effect without material modification all existing policies or binders of insurance currently maintained in respect of the Business and the Acquired Assets and (iv) maintain reasonably satisfactory preserve current relationships with its customers, lenders suppliers and others having material other persons with which it has significant business relationships with itrelationships, (vd) manage its working capital exercise, but only after notice to the Buyer and receipt of the Buyer's prior consent, any rights of renewal pursuant to the terms of any of the Material Contracts, leases or subleases set forth on Schedule 2.1(a)(vii)(A) or Schedule 3.13(a) which by their terms would otherwise expire; (including the timing of collection of accounts receivable e) maintain current and payment of accounts payable) and the amount of its deferred revenues in the ordinary course of business consistent with past practice force all Assigned Permits; and (vif) continue to make capital expenditures consistent with the Company’s business plan and budget provided to Parent prior to the date hereof; provided that, the foregoing notwithstanding, (x) the Company and its Subsidiaries may use all available cash to repay not engage in any Indebtedness, pay any Transaction Expenses or for any other purpose, in each case prior to the Closing and (y) with respect to non-mandatory capital expenditures, the Company shall use the good faith discretion of a reasonable business person in determining whether and to what extent such capital expenditures are made, in each case consistent with past practice, but in no event shall take any such capital expenditures action, fail to take any action or enter into any transaction which could reasonably be made in excess expected to cause any representation or warranty of the amount set forth Seller to be untrue or result in a breach of any covenant made by the Company’s business plan and budget. For the avoidance of doubt, nothing Seller in this Agreement shall limit (including, without limitation, any action referred to in Section 3.7(b)). Notwithstanding the ability foregoing, the Buyer agrees and understands that the Seller is entitled to transfer cash out of the Company Business and the Company’s board of directors to accelerate the vesting of any Class B Common Share or unvested employee options to acquire Class B Common Shares prior to that it is intended that at the Closing Datethere shall be a cash balance of zero in the accounts of the Business.

Conduct of the Business. From the date hereof through the Closing Date, Seller shall (a) conduct its banking business relating to the Branch, the Assets and the Deposit Liabilities in the usual, regular and ordinary course consistent with past practice, (b) not book, allocate or assign any new Deposit, Advance Account, Branch Personalty other assets or employees to or from the Branch, except in a manner consistent with past practice and with Seller's policy and procedures in effect prior to the commencement of discussions between the Purchaser and the Seller regarding the Purchaser's acquisition of the Branch, (c) not reallocate or reassign any Deposit, Advance Account, Branch Personalty other assets or employees to or from the Branch, except with Purchaser's prior written approval (which shall not be unreasonably withheld), and (d) use reasonable efforts to maintain and preserve intact its relationships and good will with its Employees and Customers. Without limiting the foregoing sentence, Seller shall not transfer any of the Employees to any of its offices other than the Branch from the date hereof through the Closing Date, except upon the request of an Employee who has not been solicited or induced to do so by Seller. From the date of this Agreement until the earlier of hereof through the Closing Date or Date, Seller shall not, without the termination prior consent of this Agreement pursuant to Section 8.01Purchaser, except as otherwise provided for by this Agreement (including the Disclosure Schedules) or consented to by Parent (which consent shall not to be unreasonably withheld, conditioned (a) change or delayed)modify the basis of compensation, benefits, or the Company shallterms of any bonus plan applicable to any Employee, and shall cause its Subsidiaries to, conduct their businesses other than increases in the ordinary course of business consistent with past practice using its reasonable best efforts practices, or (b) except as previously disclosed by Seller to (i) preserve intact its present business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) maintain reasonably satisfactory relationships with its directors, officers and senior executives, (iv) maintain reasonably satisfactory relationships with its customers, lenders suppliers and others having material business relationships with it, (v) manage its working capital (including the timing of collection of accounts receivable and payment of accounts payable) and the amount of its deferred revenues in the ordinary course of business consistent with past practice and (vi) continue to make capital expenditures consistent with the Company’s business plan and budget provided to Parent Purchaser prior to the date hereof; provided that, the foregoing notwithstanding, (x) the Company and its Subsidiaries may use all available cash to repay make any Indebtedness, pay any Transaction Expenses or for any other purpose, in each case prior to the Closing and (y) capital expenditures with respect to non-mandatory capital expenditures, the Company shall use the good faith discretion of a reasonable business person in determining whether and to what extent such capital expenditures are made, in each case consistent with past practice, but in no event shall any such capital expenditures be made Branch Office in excess of the amount set forth in the Company’s business plan and budget. For the avoidance of doubt, nothing in this Agreement shall limit the ability of the Company and the Company’s board of directors to accelerate the vesting of any Class B Common Share or unvested employee options to acquire Class B Common Shares prior to the Closing Date$15,000.