Common use of Conduct of the Company Clause in Contracts

Conduct of the Company. From the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), except as (i) expressly required or expressly contemplated by this Agreement, (ii) set forth in Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice, (B) use its reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and keep available the services of its present officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Letter; provided, that none of the Company or any of its Subsidiaries shall be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationships. In addition to and without limiting the generality of the foregoing, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 of the Company Letter, (y) required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause its Subsidiaries not to:

Conduct of the Company. From Except (t) with the date prior written consent of this Agreement until the Closing or the earlier termination of this Agreement in accordance with Article 8 Parent (the “Pre-Closing Period”), except as (i) expressly required or expressly contemplated by this Agreement, (ii) set forth in Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed), (u) as expressly permitted, required or contemplated by this Agreement, (v) as set forth in Section 6.01 of the Company Disclosure Schedule, (w) as required by Applicable Law, (x) pursuant to the terms of any Company Plan in effect as of the date hereof, (y) in connection with any reasonable action taken, or omitted to be taken, pursuant to any COVID-19 Measures or which is otherwise taken, or omitted to be taken, in reasonable response to COVID-19 in good faith, from the date hereof until the Effective Time (provided that the Company shall consult if legally permissible with Parent in good faith prior to taking such actions to the extent reasonably practicable under the circumstances), or (z) as expressly required or contemplated by any Contract between the Company or any of its Subsidiaries, on the one hand, and ONE or any of its Affiliates, on the other hand, the Company (a) shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (A1)(A) conduct its business operate the Company Vessels, or cause the Company Vessels to be operated, (i) in all material respects a customary manner consistent with past practice, (ii) in accordance with the requirements of the class and flag state of each of the Company Vessels and the applicable manager’s safety management systems and (iii) in compliance with the requirements of port states with which each Company Vessel trades and (B) in the ordinary course of business consistent with past practice, (B) use its reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which maintain the Company has material business relationships and keep available Vessels, or cause the services of its present officers and key employees Company Vessels to be maintained, in good working condition and (C2) use commercially reasonable efforts to undertake the actions enumerated preserve substantially intact its business, organization, assets and properties, and (3) use commercially reasonable efforts to preserve in Section 5.01-1 of the Company Letterall material respects its relationships with any customers, suppliers and any other Persons with which it has material business relations; provided, however, that none of no action by the Company or any of its Subsidiaries with respect to matters specifically addressed by any provision of Section 6.01(b) shall be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course deemed a breach of business in order to maintain this sentence unless such business relationships. In addition to and without limiting the generality action constitutes a breach of the foregoing, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in such provision of Section 5.01 of the Company Letter, (y) required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed6.01(b), the Company and (b) shall not, and shall cause not permit any of its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement until the Closing or the earlier valid termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), except as (i) expressly required or expressly contemplated by this Agreement, (ii) set forth in on Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer Buyer, in advance (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice, practice and (B) use its commercially reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with manufacturers, suppliers, vendors, distributors, Governmental Authorities, Customers customers, licensors, licensees and other Persons Third Parties with which the Company it has material business relationships and keep available the services of its present officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Letteremployees; provided, that none of no action expressly permitted to be taken by the Company or any of its Subsidiaries in clauses (a) through (s) of this Section 5.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision; provided further, that neither the Company nor any of its Affiliates shall be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make pay any payments to its business relationship counterparties, compensation beyond that compensation paid in the ordinary course of business in order to maintain retain such business relationshipsofficers and employees. In addition to and without limiting the generality of the foregoing, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in on Section 5.01 of the Company Letter, (y) required by applicable Law or (z) consented to in advance by Parent in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement hereof until the Closing or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”)Effective Time, except as (i) expressly required or expressly contemplated by this Agreement, (ii) as set forth in Section 5.01 6.01 of the Company LetterDisclosure Schedule, (iii) required by applicable Law or (iv) as consented to in advance in writing by Parent Parent, as contemplated by or Buyer reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such consent initiative that are not in the aggregate more burdensome to be unreasonably withheld, conditioned the Company in any material respect) or delayed)as required by Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practicepractice and use its commercially reasonable efforts to (i) preserve intact its business organization, (Bii) use maintain in effect all of its reasonable best efforts to preserve intact in all material respects foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its business organization existing relationships with its material customers, lenders, suppliers and others having material business relationships with suppliers, vendors, it and with Governmental Authorities, Customers and other Persons Authorities with which jurisdiction over the Company has material business relationships and keep available the services of its present officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Letter; provided, that none of the Company or any of its Subsidiaries shall be required to (or shall without ParentCompany’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationshipsoperations. In addition to and without Without limiting the generality of the foregoing, during from the Pre-Closing Perioddate hereof until the Effective Time, except as (w) expressly required or expressly contemplated by this Agreement, (x) as set forth in Section 5.01 6.01 of the Company LetterDisclosure Schedule, (y) required by applicable Law or (z) as consented to in advance in writing by Parent or Buyer (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall not, and nor shall cause it permit any of its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement until the Closing or the earlier valid termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), except as (ia) expressly required or expressly contemplated by this Agreement, (iib) set forth in on Section 5.01 of the Company Letter, (iiic) required by applicable Law or (ivd) consented to in advance in writing by Parent or Buyer Buyer, in advance (such consent not to be unreasonably withheld, conditioned or delayed), the Company shallwill, and shall will cause each of its Subsidiaries to, (Ai) conduct its business in all material respects in the ordinary course of business consistent with past practicepractice and (ii) use its commercially reasonable efforts to (A) preserve intact its business organization, (B) use its reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and keep available the services of its present officers and key employees and employees, (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the preserve its material relationships with manufacturers, suppliers, vendors, distributors, Governmental Authorities, customers, licensors, licensees and others with which it has material business relationships and (D) protect all material Company LetterIntellectual Property Rights; provided, however, that none of no action expressly permitted to be taken by the Company or any of its Subsidiaries in clauses (a) through (u) of this Section 5.01 shall be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in deemed a breach of the ordinary course preceding sentence unless such action would constitute a breach of business in order to maintain such business relationshipsspecific provision. In addition to and without limiting the generality of the foregoing, during the Pre-Closing Period, except as (v) required in connection with the Internal Reorganization, (w) expressly required or expressly contemplated by this Agreement, (x) set forth in on Section 5.01 of the Company Letter, (y) required by applicable Law or (z) consented to in advance by Buyer in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement until the Closing or earlier of the earlier Effective Time and the termination of this Agreement Agreement, except (a) as required by Applicable Law, (b) as set forth in accordance with Article 8 Section 6.1 of the Company Disclosure Schedule, (c) as otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Pre-Closing PeriodCompany’s 2024 Business Plan”), except and (d) as (i) expressly otherwise required or expressly contemplated permitted by this Agreement, (ii) set forth in Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) consented to in advance unless Parent shall otherwise consent in writing by Parent or Buyer (such with email being sufficient) (which consent shall not to be unreasonably withheld, conditioned or delayeddelayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, and subject to its covenants set forth in Sections 6.1(a) through 6.1(v), the Company shall, and shall cause each of its Subsidiaries to, Company Subsidiary to (A1) conduct its business in all material respects in the ordinary course of business consistent with past practice, (B) use its reasonable best efforts to preserve intact practice in all material respects and in compliance in all material respects with all Applicable Laws and (2) use its commercially reasonable efforts to (i) preserve intact its business organization and relationships with customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties, in the case of each of the foregoing having material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and the Company Subsidiaries; (ii) keep available the services of its present the directors, officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Letter; providedand its Subsidiaries, that none of the and (iii) maintain in effect all material Company or any of its Subsidiaries shall be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationshipsPermits. In addition to and without Without limiting the generality of the foregoing, during except (A) as required by Applicable Law, (B) as set forth in Section 6.1 of the Pre-Closing PeriodCompany Disclosure Schedule, except (C) as (w) expressly otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s 2024 Business Plan, and (D) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (xwith email being sufficient) set forth in Section 5.01 of the Company Letter, (y) required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed)delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by the Company for such consent, the Company shall not, and shall cause its each of the Company Subsidiaries not to:

Conduct of the Company. From the date of this Agreement hereof until the Closing or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”)Effective Time, except as (i) expressly required or expressly contemplated by this Agreement, (ii) as set forth in Section 5.01 6.01 of the Company LetterDisclosure Schedule, (iii) required by applicable Law or (iv) as consented to in advance in writing by Parent Parent, as contemplated by or Buyer reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such consent initiative that are not in the aggregate more burdensome to be unreasonably withheld, conditioned the Company in any material respect) or delayed)as required by Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practicepractice and use its commercially reasonable efforts to (i) preserve intact its business organization, (Bii) use maintain in effect all of its reasonable best efforts to preserve intact in all material respects foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its business organization existing relationships with its material customers, lenders, suppliers and others having material business relationships with suppliers, vendors, it and with Governmental Authorities, Customers and other Persons Authorities with which jurisdiction over the Company has material business relationships and keep available the services of its present officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Letter; provided, that none of the Company or any of its Subsidiaries shall be required to (or shall without ParentCompany’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationshipsoperations. In addition to and without Without limiting the generality of the foregoing, during from the Pre-Closing Perioddate hereof until the Effective Time, except as (w) expressly required or expressly contemplated by this Agreement, (x) as set forth in Section 5.01 6.01 of the Company LetterDisclosure Schedule, (y) required by applicable Law or (z) as consented to in advance in writing by Parent or Buyer (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall not, and nor shall cause it permit any of its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement hereof until the Closing or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”)Effective Time, except as (i) expressly required or expressly contemplated or permitted by this Agreement, (ii) except as set forth in Section 5.01 6.01 of the Company LetterDisclosure Letter or as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or except as required by Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice and use its commercially reasonable 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) required by applicable Law or keep available the services of its directors, officers and key employees, (iv) maintain all material Leases and all material personal property used by the Company and its Subsidiaries and necessary to conduct its business in the ordinary course of business consistent with past practice (but with no obligation to renew or extend any Lease or to otherwise exercise any rights or options it may have under any Lease, including but not limited to rights to purchase or increase or decrease its current properties) and (v) maintain its existing relationships with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over oil and gas-related matters. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement, except as set forth in Section 6.01 of the Company Disclosure Letter or as consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice, (B) use its reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and keep available the services of its present officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Letter; provided, that none of the Company or any of its Subsidiaries shall be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationships. In addition to and without limiting the generality of the foregoing, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 of the Company Letter, (y) required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed)Applicable Law, the Company shall not, and nor shall cause it permit any of its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), except as Except (i) expressly required or expressly contemplated by this Agreement, (ii) set forth in Section 5.01 with the prior written consent of the Company Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned; provided that such consent will be deemed to have been given by Parent if (A) Parent’s response to the Company’s written request for such consent is not provided within three calendar days of the Company’s written request (it being acknowledged and agreed that, for purposes of this Section 6.01, an email sent to each of the Persons set forth on Section 6.01 of the Parent Disclosure Letter or their designees shall be considered a written request) and (B) the Company provides information reasonably requested by Parent with respect to matter for which consent is requested), (ii) as expressly contemplated by this Agreement, (iii) as set forth in Section 6.01 of the Company Disclosure Letter, or (iv) as required by Applicable Law, from the date of this Agreement until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (Ax) conduct its business in all material respects in the ordinary course of business consistent with past practice, (By) conduct its business in material compliance with all Applicable Laws and (z) to the extent consistent with clauses (x) and (y) of this sentence, use its commercially reasonable best efforts to preserve intact in all material respects its current business organization organizations and material business to preserve its relationships with Third Parties (including customers, suppliers, vendors, Governmental Authorities, Customers lenders and other Persons others having business dealings with which the Company has material business relationships or any of its Subsidiaries) (provided, that neither the Company nor any of its Subsidiaries shall be obligated to make any payments or grant any concessions to such Third Parties other than payments in the ordinary course consistent with past practice) and keep available the services of its present directors, officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of provided that neither the Company Letter; provided, that none of the Company or nor any of its Subsidiaries shall be required obligated to (increase the compensation of, or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any other payments to its business relationship counterpartiesor grant any concessions to, beyond that paid in the ordinary course of business in order to maintain such business relationshipsdirectors, officers and employees). In addition to and without Without limiting the generality of the foregoing, during except (i) with the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 prior written consent of the Company Letter, (y) required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned, except in the case of Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g), 6.01(i), 6.01(k), 6.01(m), 6.01(p), 6.01(r) or 6.01(t), and provided that such consent will be deemed to have been given by Parent if (A) Parent’s response to the Company’s written request for such consent is not provided within three calendar days of the Company’s written request (it being acknowledged and agreed that, for purposes of this Section 6.01, an email sent to each of the Persons set forth on Section 6.01 of the Parent Disclosure Letter or their designees shall be considered a written request) and (B) the Company provides information reasonably requested by Parent with respect to matter for which consent is requested), (ii) as expressly contemplated by this Agreement, (iii) as set forth in Section 6.01 of the Company Disclosure Letter, or (iv) as required by Applicable Law, the Company shall not, and nor shall cause it permit any of its Subsidiaries not to:

Conduct of the Company. From During the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), except as and subject to the exceptions in clauses (iw) expressly required or expressly contemplated by through and including (z) in the third sentence of this Agreement, (ii) set forth in Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed)7.01, the Company shall, and shall cause each of its Subsidiaries to, (A) conduct the business of the Company and its business in all material respects Subsidiaries in the ordinary course of business consistent with past practice, (B) use its reasonable best efforts to preserve intact practice in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and keep available the services of its present officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Letter; provided, that none of the Company or any of its Subsidiaries shall be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationshipsrespects. In addition to and without Without limiting the generality of the foregoing, during the Pre-Closing PeriodCompany shall, except as and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (i) preserve intact in all material respects the present business organization and assets of the Company and its Subsidiaries, (ii) maintain in effect the Permits of the Company and its Subsidiaries, (iii) keep available the services of the directors, officers, key employees and key consultants of the Company and its Subsidiaries and (iv) maintain in all material respects satisfactory relationships with the customers, lenders, suppliers, vendors and others having significant business relationships with the Company and its Subsidiaries and with Governmental Authorities. Without limiting the generality of the foregoing, from the date hereof until the Closing, except, subject to Section 12.06, (w) expressly required or as expressly contemplated or required by this AgreementAgreement or as required by Applicable Law, (x) as set forth in the Table of Contents corresponding subsection of Section 5.01 7.01 of the Company LetterDisclosure Schedule, (y) required by applicable Law with respect to actions taken or omitted by, or at the specific direction of, any Designated Individual or (z) consented to in advance in writing by with the prior written consent of Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause each of its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement until the Closing earlier of the First Merger Effective Time or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”)Agreement, except (x) as prohibited or required by Applicable Law, (iy) expressly as set forth in Section 6.01 of the Company Disclosure Schedule, or (z) as otherwise required or expressly contemplated by this Agreement, unless Parent shall otherwise consent (ii) set forth in Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice, (B) practice and in compliance in all material respects with all Applicable Laws and use its commercially reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with customers, members, suppliers, vendorsProviders, Governmental Authoritieslicensors, Customers licensees and other Persons with which the Company has material business relationships Third Parties and keep available the services of its present officers and key employees and (C) use commercially reasonable efforts employees; provided that no action or failure to undertake the actions enumerated in Section 5.01-1 of the Company Letter; provided, that none of take action by the Company or any of its Subsidiaries with respect to matters specifically addressed by any provision of Section 6.01(a) through (s) shall be required constitute a breach under this sentence unless such action or failure to take action would constitute a breach of such provision of Section 6.01(a) through (or shall without Parent’s or Buyer’s prior consents), not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationshipsas applicable. In addition to and without Without limiting the generality of the foregoing, during except (x) as prohibited or required by Applicable Law, (y) as set forth in Section 6.01 of the Pre-Closing PeriodCompany Disclosure Schedule, except or (z) as (w) expressly otherwise required or expressly contemplated by this Agreement, without Parent’s prior written consent (x) set forth in Section 5.01 of the Company Letter, (y) required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayeddelayed (other than with respect to Section 6.01(a), Section 6.01(c) or Section 6.01(d)), the Company shall not, and shall cause each of its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement hereof until the Closing or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”)Effective Time, except as (i) expressly required or expressly contemplated by this Agreement, (ii) as set forth in Section 5.01 6.01 of the Company LetterDisclosure Schedule, (iii) required by applicable Law or (iv) as consented to in advance in writing by Parent Xxxxxx, as contemplated by or Buyer reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such consent initiative that are not in the aggregate more burdensome to be unreasonably withheld, conditioned the Company in any material respect) or delayed)as required by Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practicepractice and use its commercially reasonable efforts to (i) preserve intact its business organization, (Bii) use maintain in effect all of its reasonable best efforts to preserve intact in all material respects foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its business organization existing relationships with its material customers, lenders, suppliers and others having material business relationships with suppliers, vendors, it and with Governmental Authorities, Customers and other Persons Authorities with which jurisdiction over the Company has material business relationships and keep available the services of its present officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Letter; provided, that none of the Company or any of its Subsidiaries shall be required to (or shall without ParentCompany’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationshipsoperations. In addition to and without Without limiting the generality of the foregoing, during from the Pre-Closing Perioddate hereof until the Effective Time, except as (w) expressly required or expressly contemplated by this Agreement, (x) as set forth in Section 5.01 6.01 of the Company LetterDisclosure Schedule, (y) required by applicable Law or (z) as consented to in advance in writing by Parent or Buyer Xxxxxx (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall not, and nor shall cause it permit any of its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement until the Closing earlier of the Effective Time or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”)ARTICLE X, except as (i) set forth in Section 7.01 of the Company Disclosure Schedule, as expressly required or expressly contemplated by this Agreement, (ii) set forth in Section 5.01 of the Company Letter, (iii) as required by applicable Applicable Law or otherwise with the prior written consent of Parent (iv) consented to in advance in writing by Parent or Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, (A) conduct the business of the Company and its business in all material respects Subsidiaries, taken as a whole, in the ordinary course of business consistent with past practicepractice and, (B) to the extent consistent therewith, use its (and cause each of its Subsidiaries to use its) reasonable best efforts to (i) preserve intact the present business organization of each of the Company and its Subsidiaries, (ii) maintain in effect all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which Permits of each of the Company has material business relationships and its Subsidiaries, (iii) keep available the services of its present officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of each of the Company Letter; provided, that none and its Subsidiaries and (iv) preserve intact the material relationships of each of the Company or any of and its Subsidiaries shall be required to (or shall without Parent’s or Buyer’s prior consentwith customers, not to be unreasonably withheldsuppliers, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationshipsdistributors and employees. In addition to and without Without limiting the generality of the foregoing, during from the Pre-Closing Perioddate of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with ARTICLE X, except as (w) set forth in Section 7.01 of the Company Disclosure Schedule, as expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 of the Company Letter, (y) as required by applicable Applicable Law or otherwise with the prior written consent of Parent (z) consented to in advance in writing by Parent or Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause each of its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement until the Closing or the earlier valid termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), except as (i) expressly required or expressly contemplated by this Agreement, (ii) set forth in Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) requested or consented to in advance in writing by Parent or Buyer in advance (such consent not to be unreasonably withheld, conditioned or delayed), the Company shallwill, and shall will cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice, practice (or the Business Collaboration) and (B) use its commercially reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and keep available the services of its present officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Letterorganization; provided, however, that none of no action expressly permitted to be taken by the Company or any of its Subsidiaries in clauses (a) through (z) of this Section 5.01 shall be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in deemed a breach of the ordinary course preceding sentence unless such action would constitute a breach of business in order to maintain such business relationshipsspecific provision. In addition to and without limiting the generality of the foregoing, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 of the Company Letter, (y) required by applicable Law or (z) requested or consented to in advance by Parent in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that Parent shall be deemed to have consented if Parent does not object in writing within three (3) Business Days after a written request for consent regarding any of matters described in clause (e)(i), (f), (h), (n) (but only with respect to items (i), (iv) and (vii)), (p), (q) or (w) is delivered to Purchaser by the Company) which request for consent shall, notwithstanding Section 9.01, be delivered via email to each of the persons listed on Schedule 5.01, any of whom shall be authorized to provide such consent in writing, the Company shall not, and shall cause its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), except as Except (i) expressly required or expressly contemplated by this Agreement, with the prior written consent of Parent (ii) set forth in Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed), (ii) as expressly permitted or required by this Agreement, (iii) as set forth in Section 6.01 of the Company Disclosure Schedule or (iv) as required by Applicable Law from the date hereof until the Effective Time or the termination of this Agreement in accordance with its terms, the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice, (B) and, to the extent consistent therewith and permitted hereby, use its commercially reasonable best efforts to (a) maintain its properties and assets in good operating condition and repair, subject to normal wear and tear and natural obsolescence, (b) preserve intact in all material respects its current business organization and material business relationships with supplierscustomers, vendors, Governmental Authorities, Customers suppliers and other Persons with which whom the Company has or its Subsidiaries have material business relationships and relationships, (c) keep available the services of its present officers and key employees employees, and (Cd) use commercially reasonable efforts maintain an average of month-end Cash and Cash Equivalents for the three month period prior to undertake the actions enumerated Closing Date in Section 5.01-1 excess of the Company Letter; provided, that none of the Company or any of its Subsidiaries shall be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationshipsUS$424,000,000. In addition to and without Without limiting the generality of the foregoing, during except (i) with the Pre-Closing Period, except as prior written consent of Parent (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 of the Company Letter, (y) required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed), (ii) as expressly permitted or required by this Agreement, (iii) as set forth in Section 6.01 of the Company Disclosure Schedule or (iv) as required by Applicable Law, from the date hereof until the Effective Time or the termination of this Agreement in accordance with its terms, the Company shall not, and nor shall cause it permit any of its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement until the Closing or the earlier of termination of this Agreement in accordance with Article 8 (and the “Pre-Closing Period”)Effective Time, except (x) as prohibited or required by Applicable Law, (iy) expressly as set forth in Section 6.01 of the Company Disclosure Schedule or (z) as otherwise required or expressly contemplated by this Agreement, unless Parent shall otherwise consent (ii) set forth in Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice, (B) practice and in compliance in all material respects with all Applicable Laws and all Company Permits and use its commercially reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with customers, suppliers, vendorslicensors, Governmental Authoritieslicensees, Customers distributors and other Persons with which the Company has material business relationships Third Parties and keep available the services of its present officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Letteremployees; provided, however, that none of no action or failure to take action by the Company or any of its Subsidiaries with respect to matters specifically addressed by any provision of Section 6.01(a) through (p) shall be required constitute a breach under this paragraph unless such action or failure to take action would constitute a breach of such provision of Section 6.01(a) through (p), as applicable. Without limiting the generality of the foregoing and to the fullest extent permitted by Applicable Law, from the date of this Agreement until the earlier of termination of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or shall without with Parent’s or Buyer’s prior consent, written consent (which consent shall not to be unreasonably withheld, conditioned or delayeddelayed (other than with respect to Section 6.01(a), Section 6.01(c) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationships. In addition to and without limiting the generality of the foregoing, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 of the Company Letter, (y) required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed6.01(d))), the Company shall not, and shall cause not permit any of its Subsidiaries not to:

Conduct of the Company. From The Company covenants and agrees that, between the date of this Agreement until and the Closing Effective Time, unless the Buyer shall have consented in writing (such consent not to be unreasonably withheld) or this Agreement expressly contemplates or permits, the earlier termination businesses of the Company and the Company Subsidiaries shall, in all material respects, be conducted, and the Company and the Company Subsidiaries shall not take any material action except, in the ordinary course of business, and the Company shall use commercially reasonable efforts to preserve substantially intact its business organization, to keep available the services of its and the Company Subsidiaries’ current officers, employees and consultants and to preserve its and the Company Subsidiaries’ relationships with customers, suppliers, distributors, creditors, lessors, licensors, licensees, agents, employees, business associates and other persons with which it or any of its subsidiaries has significant business relations. The Company and the Company Subsidiaries shall use commercially reasonable efforts to maintain and keep their properties and assets in such condition as is required for use in the business and maintain in effect all material governmental permits pursuant to which the Company or any of the Company Subsidiaries currently operates. By way of amplification and not limitation, except (i) as contemplated or permitted by this Agreement or (ii) as set forth in SECTION 6.01 of the Company Disclosure Schedule, neither the Company nor any of the Company Subsidiaries shall, between the date of this Agreement in accordance with Article 8 (and the “Pre-Closing Period”)Effective Time, except as (i) expressly required directly or expressly contemplated by this Agreementindirectly do, (ii) set forth in Section 5.01 or propose or agree to do, any of the Company Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by Parent or following without the prior written consent of the Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice, (B) use its reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and keep available the services of its present officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Letter; provided, that none of the Company or any of its Subsidiaries shall be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationships. In addition to and without limiting the generality of the foregoing, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 of the Company Letter, (y) required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause its Subsidiaries not to:):

Conduct of the Company. From The Company agrees that between the date of this Agreement until and the Closing Effective Time or the earlier termination of date, if any, on which this Agreement is terminated pursuant to Section 8.01, except (a) as set forth in accordance with Article 8 Schedule 6.01, (the “Pre-Closing Period”b) as expressly required pursuant to or expressly permitted by this Agreement (including Section 6.02 and Section 6.03), except (c) as required by Applicable Law or (d) as consented to in writing in advance by Parent, the Company shall (i) expressly required or expressly contemplated by this Agreement, (ii) set forth in Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business businesses in all material respects in the ordinary course of business consistent with past practice, (B) use its reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and keep available the services of its present officers and key employees and (Cii) use commercially reasonable efforts to undertake preserve materially intact its current business organization and to preserve in all material respects the actions enumerated in Section 5.01-1 relationships of the Company Letter; providedand its Subsidiaries with Company Franchisees and the franchise system as a whole, that none of employees, suppliers, licensors, licensees, distributors, wholesalers, lessors and others having business dealings with the Company or any of its Subsidiaries, (iii) use commercially reasonable efforts to keep and maintain the assets and properties of the Company and its Subsidiaries shall be required to in accordance with past practice, normal wear and tear excepted, and (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayediv) make any payments to its business relationship counterparties, beyond that paid comply in the ordinary course of business in order to maintain such business relationshipsall material respects with Applicable Law. In addition to and without Without limiting the generality of the foregoing, during the Pre-Closing Period, except (a) as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 of the Company LetterSchedule 6.01, (yb) as expressly required pursuant to or expressly permitted by this Agreement (including Section 6.02 and Section 6.03), (c) as required by applicable Law Applicable Law, or (zd) as consented to in writing in advance in writing by Parent or Buyer (such which consent shall not to be unreasonably withheld, delayed or conditioned with respect to clauses (e)(C), (k), (l), (m), (q) or delayed(r) of this Section 6.01), the Company agrees that between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.01, the Company shall not, and shall cause not permit any of its Subsidiaries not to:

Conduct of the Company. (a) From the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”)Effective Time, except as (i) expressly required or expressly contemplated by permitted pursuant to this Agreement, (ii) as set forth in Section 5.01 6.01 of the Company Disclosure Letter, (iii) required by applicable Law or (iv) as consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), or as required by applicable Law or Order, the Company shall, and shall cause each of its Subsidiaries to, use reasonable best efforts (Ai) to conduct its business in all material respects in the ordinary course of business consistent with past practice, (Bii) use its reasonable best efforts to the extent consistent with the foregoing, to preserve intact in all material respects its business operations, organization and material business ongoing businesses and relationships with suppliersThird Parties, vendors(iii) to obtain the renewal and prevent the termination or non-renewal of any Advisory Contract, Governmental Authoritiesif applicable (except for an automatic termination of an Advisory Contract with a Public Fund that occurs under the Investment Company Act as a result of the Closing, Customers and other Persons with which the Company has material business relationships and keep available the services of its present officers and key employees if applicable) and (Civ) use commercially reasonable efforts not to undertake the actions enumerated in Section 5.01-1 of the Company Lettertake any action, or fail to take any action, that would reasonably be expected to cause any Managed REIT to fail to qualify as a REIT; provided, that none of (A) no action by the Company or any of its Subsidiaries with respect to matters expressly permitted in the subclauses of the next sentence shall be required deemed a breach of this sentence unless such action would constitute a breach of such subclauses and (B) the failure to (or obtain the renewal of an Advisory Contract shall without Parent’s or Buyer’s prior consent, not in and of itself be deemed to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course a violation of business in order to maintain such business relationshipsthis Section 6.01. In addition to and without Without limiting the generality of the foregoing, during from the Pre-Closing Perioddate of this Agreement until the Effective Time, except as (w) expressly required or expressly contemplated by permitted pursuant to this Agreement, (x) as set forth in Section 5.01 6.01 of the Company Disclosure Letter, (y) required by applicable Law or (z) as consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed)) or as required by applicable Law or Order, the Company shall not, and nor shall cause it permit any of its Subsidiaries not to:

Conduct of the Company. From During the period from the date of this Agreement hereof until the Closing or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”)Effective Time, except as (i) with the prior written consent of Parent in each instance (which consent shall not be unreasonably withheld, delayed or conditioned); provided, that Parent’s consent will be deemed obtained if Parent has not expressly required or expressly contemplated by this Agreementdenied its consent with respect to a given action within five (5) Business Days following the Company’s request for Parent’s consent, (ii) as required by Applicable Law, (iii) as otherwise expressly contemplated or permitted by this Agreement or (iv) as set forth in Section 5.01 6.01 of the Company LetterDisclosure Schedule, (iiiA) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice, (B) use its reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and keep available the services of its present officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Letter; provided, that none of the Company or any of its Subsidiaries shall be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed1) make any payments to conduct its business relationship counterparties, beyond that paid in the ordinary course of business in order all material respects, (2) preserve substantially intact its present business organization, (3) comply in all material respects with Applicable Laws and its Contracts, and maintain in effect all necessary material Permits, (4) keep available the services of its directors, officers and key employees on commercially reasonable terms (other than for terminations of employment services for cause) and (5) preserve satisfactory business relationships with its material customers, lenders, suppliers, lessors, lessees, working interest owners and others having material business relationships with it; provided that no COVID-19 Response shall be deemed to maintain such business relationships. In addition be a breach of this Section 6.01(A) provided that, to the extent reasonably practicable, prior to taking any COVID-19 Response, the Company shall provide advance notice to and without limiting the generality of the foregoingconsult with Parent in good faith with respect thereto, during the Pre-Closing Period, except as and (wB) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 of the Company Letter, (y) required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and nor shall cause it permit any of its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement hereof until the Closing or Effective Time, the earlier termination Company and its Subsidiaries shall conduct their business in the ordinary course and in substantially the same manner as heretofore conducted and shall use their reasonable best efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of this Agreement in accordance with Article 8 (their present officers and employees. Without limiting the “Pre-Closing Period”)generality of the foregoing, except as other than (i) expressly required or expressly contemplated by this Agreementas set forth in Schedule 5.1 of the Company Disclosure Schedule, (ii) set forth in Section 5.01 of the Company Letter, as specifically contemplated by this Agreement or (iii) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such with the written consent not to be unreasonably withheldof Buyer, conditioned or delayed)from the date of hereof until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to: (a) confer on a regular basis with one or more representatives of Reckson and Crescent to report operational matters of materiality and any proposals to engage in material transactions; (b) promptly notify Reckson and Crescent after becoming aware of any material change in the condition (financial or otherwise), (A) conduct business, properties, assets, liabilities or the normal course of its business in all material respects or in the ordinary course operation of business consistent its properties, or of any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated); (c) promptly deliver to Reckson and Crescent true and correct copies of any report, statement or schedule filed with past practicethe SEC subsequent to the date of this Agreement; (d) duly and timely file all reports, tax returns and other documents required to be filed with federal, state, local and other authorities, subject to extensions permitted by law, provided the Company notifies Reckson and Crescent that it is availing itself of such extensions and provided such extensions do not adversely affect the Company's status as a qualified REIT under the Code; (Be) use its reasonable best efforts not make or rescind any express or deemed election relative to Taxes (unless required by law or necessary to preserve intact in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and keep available Company's status as a REIT or the services status of its present officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 any noncorporate Subsidiary of the Company Letter; provided, that none as a partnership for federal income Tax purposes or as a Qualified REIT Subsidiary under section 856(i) of the Company or any of its Subsidiaries shall be required to (or shall without Parent’s or Buyer’s prior consentCode, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in as the ordinary course of business in order to maintain such business relationships. In addition to and without limiting the generality of the foregoing, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 of the Company Letter, (y) required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayedcase may be), the Company shall not, and shall cause its Subsidiaries not to:;

Conduct of the Company. From (a) The Company agrees that, from the date of this Agreement until the Closing earlier of the Effective Time or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”)Section 9.01, except as (iset forth in Section 6.01(a) expressly of the Company Disclosure Letter or as required by Applicable Law or expressly contemplated by this Agreement, Agreement or otherwise with the prior written consent of Parent (ii) set forth in Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such consent which shall not to be unreasonably withheld, conditioned or delayed), the Company shallwill, and shall will cause each of its Subsidiaries to, (Ax) conduct its business operations, in all material respects respects, in the ordinary course of business consistent with past practicebusiness, (By) use its commercially reasonable best efforts to preserve intact in all material respects its business organization and material business organization, satisfactory relationships with suppliersits employees, vendorsand the goodwill and current relationships of the Company and its Subsidiaries with customers, Governmental Authorities, Customers suppliers and other Persons with which the Company has material business relationships and keep available the services of its present officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Letter; provided, that none of the Company or any of its Subsidiaries has business relations, subject, in each case, to modifications to the Company’s business which were publicly announced or otherwise disclosed to Parent prior to the date hereof and (z) use its commercially reasonable efforts to conduct its operations in accordance with the cash forecast set forth on Section 6.01(a)(z) of the Company Disclosure Letter; provided, however, that no action by the Company or its Subsidiaries specifically permitted by any provision of the following sentence shall be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid deemed a breach of the covenants contained in this sentence unless such action would constitute a breach of such specific provision in the ordinary course of business in order to maintain such business relationshipsfollowing sentence. In addition to and without Without limiting the generality of the foregoing, during the Pre-Closing Periodand as an extension thereof, except as (wset forth in Section 6.01(a) expressly of the Company Disclosure Letter or as required by Applicable Law or expressly contemplated by this Agreement, (x) set forth in Section 5.01 or otherwise with the prior written consent of the Company Letter, (y) required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (such consent shall not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause not permit any of its Subsidiaries not to, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 9.01:

Conduct of the Company. From The Company covenants and agrees that, between the date of this Agreement and continuing until the Closing earlier to occur of the Effective Time or the earlier termination election of this Agreement the Buyer's designees representing a majority of the members of the Board in accordance with Article 8 (Section 1.03, unless Buyer shall have consented in writing, the “Pre-Closing Period”), except as (i) expressly required or expressly contemplated by this Agreement, (ii) set forth in Section 5.01 businesses of the Company Letterand the Company Subsidiaries shall be conducted in, (iii) required by applicable Law or (iv) consented to and the Company and the Company Subsidiaries shall not take any action except in advance in writing by Parent or Buyer (such consent not to be unreasonably withheldthe ordinary course of business, conditioned or delayed)consistent with past practice, and the Company shall, and shall cause each of its the Company Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice, (B) use its their respective reasonable best efforts to preserve substantially intact in all material respects its their respective business organization and material business relationships with suppliersorganizations, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and to keep available the services of its present officers and key their respective current officers, employees and (C) use commercially reasonable efforts consultants and to undertake the actions enumerated in Section 5.01-1 preserve their respective relationships with customers, suppliers, licensors, licensees, distributors and other persons with which it or any of the Company LetterSubsidiaries has significant business relations as well as with officials and employees of government agencies and other entities which regulate the Company, the Company Subsidiaries and their business to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time; provided, that none of notwithstanding the foregoing or the following provisions, the Company or any may take all actions necessary and desirable to consummate the Transactions and incur and pay the fees and expenses in connection therewith disclosed in Section 4.18. By way of its Subsidiaries shall be required to (or shall without Parent’s or Buyer’s prior consent, amplification and not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationships. In addition to and without limiting the generality of the foregoing, during the Pre-Closing Periodlimitation, except (i) as (w) expressly required or expressly contemplated by this Agreement, or (xii) as set forth in on Section 5.01 6.01 of the Company LetterDisclosure Schedule, (y) required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), neither the Company shall notnor any of the Company Subsidiaries shall, between the date of this Agreement and shall cause its Subsidiaries not tothe Effective Time, directly or indirectly do, or propose or agree to do, any of the following without the prior written consent of Buyer:

Conduct of the Company. From the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), except as Except (i) expressly required or expressly contemplated by this Agreement, (ii) set forth in Section 5.01 with the prior written consent of the Company Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned; provided that such consent will be deemed to have been given by Parent if (A) Parent's response to the Company's written request for such consent is not provided within three calendar days of the Company's written request (it being acknowledged and agreed that, for purposes of this Section 6.01, an email sent to each of the Persons set forth on Section 6.01 of the Parent Disclosure Letter or their designees shall be considered a written request) and (B) the Company provides information reasonably requested by Parent with respect to matter for which consent is requested), (ii) as expressly contemplated by this Agreement, (iii) as set forth in Section 6.01 of the Company Disclosure Letter, or (iv) as required by Applicable Law, from the date of this Agreement until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (Ax) conduct its business in all material respects in the ordinary course of business consistent with past practice, (By) conduct its business in material compliance with all Applicable Laws and (z) to the extent consistent with clauses (x) and (y) of this sentence, use its commercially reasonable best efforts to preserve intact in all material respects its current business organization organizations and material business to preserve its relationships with Third Parties (including customers, suppliers, vendors, Governmental Authorities, Customers lenders and other Persons others having business dealings with which the Company has material business relationships or any of its Subsidiaries) (provided, that neither the Company nor any of its Subsidiaries shall be obligated to make any payments or grant any concessions to such Third Parties other than payments in the ordinary course consistent with past practice) and keep available the services of its present directors, officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of provided that neither the Company Letter; provided, that none of the Company or nor any of its Subsidiaries shall be required obligated to (increase the compensation of, or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any other payments to its business relationship counterpartiesor grant any concessions to, beyond that paid in the ordinary course of business in order to maintain such business relationshipsdirectors, officers and employees). In addition to and without Without limiting the generality of the foregoing, during except (i) with the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 prior written consent of the Company Letter, (y) required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned, except in the case of Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g), 6.01(i), 6.01(k), 6.01(m), 6.01(p), 6.01(r) or 6.01(t), and provided that such consent will be deemed to have been given by Parent if (A) Parent's response to the Company's written request for such consent is not provided within three calendar days of the Company's written request (it being acknowledged and agreed that, for purposes of this Section 6.01, an email sent to each of the Persons set forth on Section 6.01 of the Parent Disclosure Letter or their designees shall be considered a written request) and (B) the Company provides information reasonably requested by Parent with respect to matter for which consent is requested), (ii) as expressly contemplated by this Agreement, (iii) as set forth in Section 6.01 of the Company Disclosure Letter, or (iv) as required by Applicable Law, the Company shall not, and nor shall cause it permit any of its Subsidiaries not to:

Conduct of the Company. From Except with the date prior written consent of this Agreement until the Closing or the earlier termination of this Agreement in accordance with Article 8 Parent (the “Pre-Closing Period”), except as (i) expressly required or expressly contemplated by this Agreement, (ii) set forth in Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed), or as contemplated by this Agreement, or as set forth in Section 6.01 of the Company Disclosure Schedule or as required by Applicable Law, from the date hereof until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practicepractice (including, (Bwithout limitation, the implementation of its cost-cutting program as in effect on the date hereof) and use its commercially reasonable best efforts to preserve intact in all material respects its business organization organizations and material business relationships with Third Parties, including Governmental Authorities with jurisdiction over the Company’s operations, customers, suppliers, vendorslicensors, Governmental Authorities, Customers licensees and other Persons with which the Company has material business relationships Third Parties and to keep available the services of its present officers and key employees and (C) use commercially reasonable efforts to undertake employees. Without limiting the actions enumerated in Section 5.01-1 generality of the Company Letter; providedforegoing, that none except with the prior written consent of the Company or any of its Subsidiaries Parent (which consent shall be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationships. In addition to and without limiting the generality of the foregoing, during the Pre-Closing Period, except or as (w) expressly required or expressly contemplated by this Agreement, (x) Agreement or as set forth in Section 5.01 6.01 of the Company Letter, (y) Disclosure Schedule or as required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed)Applicable Law, the Company shall not, and nor shall cause it permit any of its Subsidiaries not to:: (a) amend or publicly propose any amendment to its certificate of incorporation, bylaws or other similar organizational documents in any respect; (b) (i) split, combine or reclassify any shares of its capital stock, (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, except for (A) dividends by any of its wholly owned Subsidiaries and (B) two regular quarterly cash dividends by the Company (including one declared as of the date hereof) in an amount consistent with the Company’s past practice with customary record and payment dates on the shares of Company Stock, or (iii) redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any Company Securities or any Company Subsidiary Securities except pursuant to the Company ESPP or Company ICP in accordance with the terms of any awards thereunder, and consistent with the Company’s obligations in Section 2.05(c) hereof; 39 #92864921v30

Conduct of the Company. From During the period from the date of this Agreement until the Closing or earlier of the earlier Effective Time and the valid termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”)pursuant to Section 10.01, except as (i) expressly required or expressly contemplated by this Agreementfor matters set forth in Section 6.01 of the Company Disclosure Letter, (ii) as required by the express terms of this Agreement and the other Transaction Documents (including, for the avoidance of doubt, the Redemptions set forth in Section 5.01 of the Company Letter2.02(b)), (iii) as required by applicable Law or Law, (iv) consented for actions taken in good faith as COVID-19 Actions, unless otherwise prohibited by Section 6.01(a), Section 6.01(b), Section 6.01(e), Section 6.01(k) or Section 6.01(s), (v) for actions taken in connection with the issuance of shares of Class A Common Stock in exchange for, or redemption of, OpCo Units and Class B Common Stock pursuant to the terms of the OpCo LLC Agreement, (vi) for actions taken in advance connection with the discontinuation of the Discontinued Businesses; provided, however, that notwithstanding anything to the contrary herein, the Company shall not, directly or indirectly, take any action or cause any action to be taken that would result in writing by the costs and expenses incurred in connection with the discontinuation of the Discontinued Businesses (inclusive of any costs and expenses incurred prior to the date hereof) exceeding, in the aggregate, the dollar amount set forth in Section 6.01 of the Company Disclosure Letter without the prior written consent of Parent or Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed), (vii) for actions taken to effect the Pre-Closing Contribution, (viii) for payment of “Tax Distributions” under the OpCo LLC Agreement, (ix) for payments made under the Tax Receivable Agreement prior to the termination of the Tax Receivable Agreement at the Effective Time and (x) for actions taken with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (x) the Company shall, and shall cause each of its Subsidiaries to, (A) use reasonable best efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice, (B) use its reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and keep available the services of its present officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Letter; provided, that none of the Company or any of its Subsidiaries shall be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationships. In addition to and without limiting the generality of the foregoing, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 of the Company Letter, (y) required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and nor shall cause it permit any of its Subsidiaries not to:

Conduct of the Company. From Except for matters set forth in Section 6.01 of the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”)Company Disclosure Letter, except as (i) expressly required or expressly contemplated by this Agreement, (ii) set forth in Section 5.01 of the Company Letter, (iii) as required by applicable Applicable Law or with the prior written consent of Parent (iv) consented to in advance in writing by Parent or Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed), from and after the date hereof and until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in the ordinary course consistent with past practice (including, but not limited to, the payment of all material respects outstanding accounts payable of the Company and its Subsidiaries in the ordinary course of business consistent with past practice, (B) utilizing any early payment discounts made available under the applicable invoices and corresponding Contracts in the ordinary course consistent with past practice, and the collection of all outstanding accounts receivable of the Company and its Subsidiaries in the ordinary course consistent with past practice), and to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to preserve substantially intact in all material respects its and its Subsidiaries’ business organization and material business relationships with suppliersorganization, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and to keep available the services of its present and its Subsidiaries’ current officers and key employees employees, and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Letter; providedpreserve its and its Subsidiaries’ present relationships with customers, that none of the Company or any of its Subsidiaries shall be required to (or shall without Parent’s or Buyer’s prior consentsuppliers, not to be unreasonably withhelddistributors, conditioned or delayed) make any payments to its licensors, licensees, and other Persons having business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationshipsrelationships with it. In addition to and without Without limiting the generality of the foregoing, during except for matters set forth in Section 6.01 of the Pre-Closing PeriodCompany Disclosure Letter, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 of the Company Letter, (y) as required by applicable Applicable Law or with the prior written consent of Parent (z) consented to in advance in writing by Parent or Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed), from and after the date hereof and until the Effective Time, the Company shall not, and nor shall cause it permit any of its Subsidiaries not to:

Conduct of the Company. From (a) The Company agrees that, from the date of this Agreement until the Closing earlier of the Effective Time or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”)Section 9.01, except as (iset forth in Section 6.01(a) expressly of the Company Disclosure Letter or as required by Applicable Law or expressly contemplated by this Agreement, Agreement or otherwise with the prior written consent of Parent (ii) set forth in Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such consent which shall not to be unreasonably withheld, conditioned or delayed), the Company shallwill, and shall will cause each of its Subsidiaries to, except as otherwise expressly provided herein, (Ax) conduct its business operations, in all material respects respects, in the ordinary course of business and in a manner consistent with past practice, and (By) use its commercially reasonable best efforts to keep available the services of the current officers and key employees of the Acquired Companies and to preserve intact in all material respects its the assets and business organization of the Acquired Companies intact and material business maintain the goodwill and current relationships of the Acquired Companies with customers, suppliers, vendors, Governmental Authorities, Customers Authorities and other Persons with which the Company has material business relationships and keep available the services of its present officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Letter; provided, that none of the Company or any of its Subsidiaries has significant or material business relations. Without limiting the foregoing, and as an extension thereof, except as set forth in Section 6.01(a) of the Company Disclosure Letter or as required by Applicable Law or expressly contemplated by this Agreement, or otherwise with the prior written consent of Parent (such shall be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationships. In addition to and without limiting the generality of the foregoing, during the Pre-Closing Period, except as with respect to the actions described in clause (wi), clause (ii), clause (iii), clause (iv) expressly required and clause (vii) below, which shall be in Parent's or expressly contemplated by this Agreement, (x) set forth in Section 5.01 of the Company Letter, (y) required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayedMerger Sub's sole discretion), the Company shall not, and shall cause not permit any of its Subsidiaries not to, directly or indirectly, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 9.01:

Conduct of the Company. From the date of this Agreement until the Closing or earlier to occur of the earlier Effective Time and the termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), IX except as (i) otherwise expressly required permitted or expressly contemplated by this Agreement, (ii) as set forth in Section 5.01 5.1 of the Company Disclosure Letter, (iii) required by applicable Law or (iv) as consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), for any actions taken reasonably and in good faith to respond to COVID-19 Measures, provided that the Company shall, to the extent reasonably practicable, provide reasonable advance notice of such actions and consult with Parent prior to taking such actions or as required by applicable Law, the Company shall, and shall cause each of its Subsidiaries to, (Ai) conduct its business in all material respects in the ordinary course of business consistent with past practice, practice and (Bii) use its commercially reasonable best efforts to preserve substantially intact in all material respects its current business organization and maintain existing relations and goodwill with material customers, suppliers, distributors, creditors, lessors, employees and other material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships relations and keep available the services of the Company’s and its Subsidiaries’ present officers and key employees and employees; provided that (Cx) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Letter; provided, that none of no action by the Company or any of its Subsidiaries shall permitted by an exception to any of Section 5.1(a) through (q) will be required to a breach of this sentence and (or shall without Parenty) the Company’s or Buyer’s prior consent, any of its Subsidiaries’ failure to take any action prohibited by any of Section 5.1(a) through (q) will not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course a breach of business in order to maintain such business relationshipsthis sentence. In addition to and without Without limiting the generality of the foregoing, during from the Pre-Closing Perioddate of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, except as (w) otherwise expressly required permitted or expressly contemplated by this Agreement, (x) as set forth in Section 5.01 5.1 of the Company Disclosure Letter, (y) required by applicable Law or (z) as consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), or as required by applicable Law, the Company shall not, and nor shall cause it permit any of its Subsidiaries not to:

Conduct of the Company. (a) From the date hereof and prior to the earlier to occur of the Closing Date and the date that this Agreement until the Closing or the earlier termination of this Agreement is terminated in accordance with Article 8 X (the “Pre-Closing Interim Period”), except as (i) expressly required or as otherwise expressly contemplated by this AgreementAgreement (including as described on Section 6.1 of the Seller Disclosure Schedule and the other matters contemplated by the other Schedules and Exhibits hereto) or any of the other Transaction Documents, or as required by applicable Law, and (ii) set forth in Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) as otherwise consented to in advance in writing by Parent or Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed) (provided that, if Seller requests consent from Buyer by delivering a written notice to Xxxxx describing in reasonable detail the matter for which consent is requested (the “Matter Description”) and Xxxxx does not respond to such request within ten (10) Business Days after receipt by Buyer of the request and the Matter Description and after response to Buyer’s commercially reasonable questions relating to such consent, Buyer shall be deemed to have consented to such request), Seller shall cause the Company shall, and shall cause each of its Subsidiaries to, Entities to (Ax) conduct its business in all material respects their respective businesses in the ordinary course of business consistent with past practicepractice (including ordinary course development activities, including the Development Projects), (By) subject to the Pre-Closing Reorganization, use its reasonable best efforts to preserve intact in all material respects its the current business organization and material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and keep available the services of its present officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 goodwill of the Company Letter; provided, that none Entities and the present relationships of the Company Entities with customers, employees, suppliers and others having business dealings with the Company Entities provided that such efforts shall not include any requirement or obligation to make any of its Subsidiaries shall be payment or assume any Liability not otherwise required to (be paid or shall without Parent’s assumed by the terms of an existing Contract or Buyer’s prior consent, offer or grant any financial accommodation or other benefit not otherwise required to be unreasonably withheldmade by the terms of an existing Contract, conditioned or delayedand (z) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order use reasonable best efforts to maintain such business relationships. In addition to and without limiting keep in good repair (ordinary wear and tear excepted) the generality of the foregoing, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 properties and assets of the Company Letter, (y) required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause its Subsidiaries not to:Entities.

Conduct of the Company. From During the period from the date of this Agreement hereof until the Closing or the earlier termination of this Agreement in accordance with Article 8 Effective Time, (the “Pre-Closing Period”), (w) except as (i) expressly required or expressly contemplated by this AgreementAgreement (including (1) payment of fees and expenses of counsel, the Company Financial Advisor and other advisors and representatives in connection with the transactions contemplated by this Agreement and (2) any actions taken pursuant to Section 7.03), (iix) with the prior written consent of Parent, (y) as may be required by Applicable Law or (z) as set forth in the corresponding subsection of Section 5.01 7.01 of the Company Letter, (iiiDisclosure Schedule) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practicepractice and, to the extent consistent therewith, use its commercially reasonable efforts to (i) preserve intact its present business organization, (Bii) use its reasonable best efforts to preserve intact maintain in effect all material respects its business organization and material business relationships with suppliersnecessary Permits, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and (iii) keep available the services of its present officers directors, Officers and key employees Key Employees on commercially reasonable terms, (iv) maintain existing relations and goodwill with Governmental Authorities, its material customers, material suppliers, lenders, vendors, agents, contractors, and others having material business relationships with it and (Cv) use commercially reasonable efforts comply with any quarantine, shut down or similar law promulgated by any Governmental Authority and directly applicable to undertake the actions enumerated in Section 5.01-1 specified areas and types of business operations of the Company Letter; providedCompany, that none of in each case, in connection with or response to the Company or any of its Subsidiaries shall be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationshipsCOVID-19 pandemic. In addition to and without Without limiting the generality of the foregoing, during the Pre-Closing Period, except as (w) expressly required by Applicable Law or expressly contemplated by this Agreement, (x) as set forth in Section 5.01 7.01 of the Company LetterDisclosure Schedule, (y) required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed)during the period from the date hereof until the Effective Time, the Company shall not, and nor shall cause it permit any of its Subsidiaries not to:, without the prior written consent of Parent in each instance (which, other than with respect to clauses (e), (f) (as far as such clause (f) is related to any acquisition other than a merger, consolidation or business combination with any other Person), (k), (l), (m) and (o) below, may be withheld by Parent in its sole discretion):

Conduct of the Company. From the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”)Date, except (a) as (i) expressly required or otherwise expressly contemplated by this Agreement, (iib) required by any Applicable Law or as required by any Governmental Authority, (c) as set forth in Section 5.01 of the Company Letter, (iii) required by applicable Law Disclosure Schedule or (ivd) consented to in advance in writing by with the written consent of Parent or Buyer (such consent which shall not to be unreasonably withheld, conditioned or delayed), the Company shall, and its Subsidiaries: (x) shall cause each of its Subsidiaries to, (A) conduct its business their businesses in the Ordinary Course in all material respects and shall use their commercially reasonable efforts to (A) preserve their business organization intact in the ordinary course of business consistent with past practiceall material respects, (B) use its reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and keep available the services of its present officers and their key employees and (other than any key employees whose employment ceases in the Ordinary Course) , (C) use preserve their present relationships with Governmental Authorities and other Persons having significant business relationships with the Company and its Subsidiaries (other than any changes in such relationships in the Ordinary Course) and (D) comply with and maintain their Franchises and other material Permits which are necessary for the operation of their business (provided that (i) no action (or inaction) with respect to any of the matters expressly permitted by an exception to a subclause of Section 5.01(y) will be deemed a breach of Section 5.01(x) and (ii) any failure to take any action prohibited by any subclause of this Section 5.01(y) will not be a breach of this Section 5.01(x)); provided further that the Company and its Subsidiaries may, unless prohibited by a subclause of Section 5.01(y), take commercially reasonable efforts actions in good faith to undertake respond to the actions enumerated in Section 5.01-1 actual or anticipated effects of the Company Letter; provided, that none of the Company COVID-19 or any of its Subsidiaries shall be required COVID-19 Measures subject to prior consultation with Parent) and (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayedy) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationships. In addition to and without limiting the generality of the foregoing, during the Pre-Closing PeriodCompany and its Subsidiaries shall not (except, except in each case, as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 of the Company Letter, (y) required by applicable Law or (z) consented an exception to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause its Subsidiaries not to:any other subclause):

Conduct of the Company. From (a) The Company agrees that, during the period from the date hereof through the earlier of the Acceptance Time or the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”)Agreement, except as for matters (i) expressly required or expressly contemplated by this Agreement, undertaken with the prior written consent of Parent (ii) set forth in Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayeddelayed and shall be deemed given if Parent provides no written response within five (5) Business Days after a written request by the Company for such consent), (ii) as set forth in Section 6.1 of the Company Disclosure Schedule, (iii) as required by this Agreement, (iv) as required to consummate the Transactions, (v) as required to comply with any Law, Order or Contract, or (vi) as required by the rules or regulations of Nasdaq, the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice, (B) use its reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and keep available the services of its present officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Letter; provided, that none of the Company or any of its Subsidiaries shall be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to conduct its business relationship counterparties, beyond that paid in the ordinary course of in all material respects; provided that the parties agree that the Acquired Companies may continue any changes in their respective business in order practices adopted prior to maintain such business relationships. In addition the date hereof to address and without limiting the generality of the foregoingadapt to COVID-19 and any COVID-19 Measures, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 of and the Company Lettermay take such further actions as it deems advisable or necessary to address and adapt to COVID-19 and any COVID-19 Measures; and provided, (y) required by applicable Law or (z) consented further, that the Acquired Companies’ preclinical and clinical development activities, commercial activities and regulatory activities as planned and disclosed to in advance in writing by Parent or Buyer (such consent not prior to the date hereof shall be deemed to be unreasonably withheld, conditioned or delayed), in compliance with the Company shall not, provisions of this Section 6.1 unless and shall cause its Subsidiaries to the extent such activities are not to:conducted in the manner planned and disclosed to Parent in all material respects and such inconsistency would otherwise contravene a provision of this Section 6.1.

Conduct of the Company. From The Company agrees that between the date of this Agreement until and the Closing or Effective Time or, if earlier, the earlier termination of date, if any, on which this Agreement in accordance with Article 8 (the “Pre-Closing Period”)is validly terminated pursuant to Section 8.01, except (a) as (i) expressly required or expressly contemplated by this Agreement, (ii) set forth in Section 5.01 6.01 of the Company LetterDisclosure Schedule, (iiib) as required pursuant to or permitted by this Agreement (including Section 6.02 and Section 6.03), (c) as may be required by applicable Applicable Law or any Governmental Authority, or (ivd) as consented to in advance in writing by Parent or Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice, (B) use its reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and keep available the services of its present officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Letter; provided, that none of the Company or any of its Subsidiaries shall be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationships. In addition to and without limiting the generality of the foregoing, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 of the Company Letter, (y) required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall use commercially reasonable efforts to conduct its and its Subsidiaries’ businesses in all material respects in the ordinary course (except to the extent prohibited by this Section 6.01) and to the extent consistent with the foregoing, the Company shall use commercially reasonable efforts to (x) preserve in the ordinary course of business the Company’s and its Subsidiaries’ material business organizations, material assets and material properties intact and in good working order and condition, ordinary wear and tear excepted, and in the ordinary course of business maintain in all material respects existing or satisfactory relations with its and their material commercial relationships with third parties (including with Governmental Authorities and material customers, suppliers, service providers, creditors, partners and lessors) and (y) maintain in effect all material business Company Permits and material insurance policies (subject to the right to replace such insurance policies with comparable coverage) necessary for the conduct of the business of the Company and its Subsidiaries as conducted on the date of this Agreement. Without limiting the generality of the foregoing, except (i) as set forth in Section 6.01 of the Company Disclosure Schedule, (ii) as required pursuant to or permitted by this Agreement (including Section 6.02 and Section 6.03), (iii) as may be required by Applicable Law or (iv) as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company agrees that between the date of this Agreement and the Effective Time or, if earlier, the date, if any, on which this Agreement is validly terminated pursuant to Section 8.01, the Company shall not, and shall cause not permit any of its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement hereof until the Closing or earlier of the earlier Effective Time and the termination of this Agreement in accordance with pursuant to Article 8 (the “Pre-Closing Period”), except as (i) expressly required or expressly contemplated by this Agreement, (ii) set forth in Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed)10, the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects the ordinary course consistent with past practice (with any action taken in response to a COVID-19 Measure and taken prior to the date of this Agreement being deemed to be in the ordinary course of business consistent with past practice when determining whether actions taken after the date of this Agreement are in the ordinary course of business consistent with past practice, (B) use its reasonable best efforts to preserve intact and in all material respects with Applicable Laws, Company Permits and Significant Contracts, and use commercially reasonable efforts to (i) preserve intact its present business organization organization, (ii) maintain in effect all of its material foreign, federal, state and material business relationships with supplierslocal licenses, vendorspermits, Governmental Authoritiesconsents, Customers franchises, approvals and other Persons with which the Company has material business relationships and authorizations, (iii) keep available the services of its present current directors, officers and key employees and (Civ) use commercially reasonable efforts maintain satisfactory relationships with its material customers, lenders, suppliers, licensors, licensees, distributors and others having material business relationships with it ; provided that during any period of full or partial suspension of operations in response to undertake a COVID-19 Measure, the Company may take actions enumerated in Section 5.01-1 outside of the Company Letterordinary course of business to the extent both (i) reasonably necessary to protect the health and safety of the Company’s or its Subsidiaries’ employees and (ii) in response to a COVID-19 Measure, in each case, after written notice to and, to the extent practicable under the circumstances, consultation with, Parent; provided, further that none of neither the Company or nor any of its Subsidiaries shall be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayedtake any action in accordance with the foregoing that would materially breach any of Section 6.01(a) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationshipsthrough Section 6.01(q). In addition to and without Without limiting the generality of the foregoing, during the Pre-Closing Period, except (x) as (w) expressly required or expressly otherwise contemplated by this Agreement, (xy) set forth in Section 5.01 6.01 of the Company Letter, (y) required by applicable Law Disclosure Schedule or (z) consented to in advance as Parent may approve in writing by Parent or Buyer (such consent approval not to be unreasonably withheld, conditioned or delayed), the Company shall not, and nor shall cause it permit any of its Subsidiaries not to:

Conduct of the Company. From The Company agrees that between the date of this Agreement until and the Closing or Effective Time or, if earlier, the earlier termination of date, if any, on which this Agreement in accordance with Article 8 (the “Pre-Closing Period”)is terminated pursuant to Section 8.01, except (a) as (i) expressly required or expressly contemplated by this Agreement, (ii) set forth in Section 5.01 of the Company LetterSchedule 6.01, (iiib) as required pursuant to or permitted by this Agreement (including Section 6.02 and Section 6.03), (c) as may be required by applicable Applicable Law or any Governmental Authority, or (ivd) as consented to in advance in writing by Parent or Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its the Company Subsidiaries to, (Ai) use commercially reasonable efforts to conduct its business businesses in all material respects in the ordinary course of business consistent with past practice, (B) use its reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and keep available the services of its present officers and key employees and (Cii) use commercially reasonable efforts to undertake preserve materially intact its current business organization and to preserve in all material respects the actions enumerated in Section 5.01-1 relationships of the Company Letter; providedand the Company Subsidiaries with its employees, that none of suppliers, licensors, licensees, lessors, customers and others having business dealings with the Company or any of its the Company Subsidiaries, (iii) use commercially reasonable efforts to keep and maintain the assets and properties of the Company and the Company Subsidiaries shall be required in accordance with past practice, normal wear and tear excepted, and (iv) use commercially reasonable efforts to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid comply in the ordinary course of business in order to maintain such business relationshipsall material respects with Applicable Law. In addition to and without Without limiting the generality of the foregoing, during the Pre-Closing Period, except (i) as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 of the Company LetterSchedule 6.01, (yii) as required pursuant to or permitted by this Agreement (including Section 6.02 and Section 6.03), (iii) as may be required by applicable Applicable Law or (ziv) as consented to in advance in writing by Parent or Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed), the Company agrees that between the date of this Agreement and the Effective Time or, if earlier, the date, if any, on which this Agreement is terminated pursuant to Section 8.01, the Company shall not, and shall cause its not permit any of the Company Subsidiaries not to:

Conduct of the Company. From the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), except as Except for matters (i) expressly required permitted or expressly contemplated by this Agreement, (ii) set forth in Section 5.01 of the Company Letteron Schedule 6.01, (iii) required by applicable Applicable Law or the rules or regulations of Nasdaq, or (iv) consented to in advance in writing by undertaken with the prior written consent of Parent or Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed), from the date hereof until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business course, consistent with past practice, (B) and use its commercially reasonable best efforts to (w) preserve intact in all material respects its business organization and material business relationships with supplierstangible and intangible assets, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and (x) keep available the services of its present officers and key employees who are integral to the operations of their businesses as presently conducted, (y) maintain in effect all of its Governmental Authorizations, and (Cz) use commercially reasonable efforts to undertake the actions enumerated maintain satisfactory relationships with customers, lenders, suppliers, licensors, licensees, distributors and others, in Section 5.01-1 of the Company Letter; provided, that none of each case who have a material business relationship with the Company or any of its Subsidiaries. Without limiting the generality of the foregoing, except for matters expressly permitted or contemplated by this Agreement or as set forth on Schedule 6.01, or as required by Applicable Law or the rules or regulations of Nasdaq, from the date hereof until the Effective Time, the Company shall not, nor shall it permit any of its Subsidiaries to, do any of the following without the prior written consent of Parent (which consent shall be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed): amend the Company’s certificate of incorporation, bylaws or other comparable charter or organizational documents of the Company’s Subsidiaries (whether by merger, consolidation or otherwise); (i) establish a record date for, declare, set aside or pay any dividends on, or make any payments other distributions (whether in cash, stock, property or otherwise) in respect of, or enter into any Contract with respect to its business relationship counterpartiesthe voting of, beyond that paid in the ordinary course of business in order to maintain such business relationships. In addition to and without limiting the generality of the foregoing, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 any capital stock of the Company Letteror any capital stock or other Equity Interests of its Subsidiaries, other than dividends and distributions by a direct or indirect wholly owned Subsidiary of the Company to the Company or any of the Company’s other wholly owned Subsidiaries (except for dividends or distributions resulting from the vesting, settlement, exercise or terms of Company Equity Awards), (yii) required by applicable Law split, combine, subdivide or reclassify any Company Securities or any capital stock or other Equity Interests, or securities convertible, exchangeable or exercisable for capital stock or other Equity Interests, of its Subsidiaries, (ziii) consented to except as otherwise provided in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayedSection 6.01(c), issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, any Company Securities or any shares of capital stock or other Equity Interests, or securities convertible, exchangeable or exercisable for capital stock or other Equity Interests, of its Subsidiaries, (iv) purchase, redeem or otherwise acquire any Company Securities, except for acquisitions of shares of Company Common Stock by the Company shall notin accordance with the terms of Company Equity Awards in effect as of the date hereof or Company Equity Awards issued, and shall cause its Subsidiaries not to:granted or awarded as permitted by Section 6.01(c), or

Conduct of the Company. From the date of this Agreement hereof until the Closing or Effective Time, the earlier termination Company and its Subsidiaries shall conduct their business in the ordinary course and in substantially the same manner as heretofore conducted and shall use their reasonable best efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of this Agreement in accordance with Article 8 (their present officers and employees. Without limiting the “Pre-Closing Period”)generality of the foregoing, except as other than (i) expressly required or expressly contemplated by this Agreementas set forth in Schedule 5.1 of the Company Disclosure Schedule, (ii) set forth in Section 5.01 of the Company Letter, as specifically contemplated by this Agreement or (iii) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such with the written consent not to be unreasonably withheldof Buyer, conditioned or delayed)from the date of hereof until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to: (a) confer on a regular basis with one or more representatives of Reckson and Crescent to report operational matters of materiality and any proposals to engage in material transactions; (b) promptly notify Reckson and Crescent after becoming aware of any material change in the condition (financial or otherwise), (A) conduct business, properties, assets, liabilities or the normal course of its business or in the operation of its properties, or of any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated); (c) promptly deliver to Reckson and Crescent true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (d) duly and timely file all reports, tax returns and other documents required to be filed with federal, state, local and other authorities, subject to extensions permitted by law, provided the Company notifies Reckson and Crescent that it is availing itself of such extensions and provided such extensions do not adversely affect the Company's status as a qualified REIT under the Code; (e) not make or rescind any express or deemed election relative to Taxes (unless required by law or necessary to preserve the Company's status as a REIT or the status of any noncorporate Subsidiary of the Company as a partnership for federal income Tax purposes or as a Qualified REIT Subsidiary under section 856(i) of the Code, as the case may be); (f) not declare, set aside or pay any dividend (other than regular quarterly dividends, the Company Special Dividend or regular distributions pursuant to the Company Operating Partnership Agreement (or as necessary to maintain REIT status)) or other distribution with respect to any shares of capital stock of the Company or Company OP Units, or any repurchase, redemption or other acquisition by the Company or any Subsidiary of the Company of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, the Company; (g) not issue or sell shares of Company Common Stock or any securities convertible into or exchangeable or exercisable for, or any rights, warrants or options to acquire any such shares of Company Common Stock except for the issuance of (i) shares of Company Common Stock issued pursuant to Company stock-based benefits and options plans in accordance with their terms as of the date of this Agreement and (ii) shares of capital stock upon the exercise, exchange or conversion of securities, rights, warrants and options outstanding on the date of this Agreement or referred to in clause (i) above; (h) not amend any material respects term of any outstanding security issued by the Company or any Subsidiary of the Company; (i) make all capital expenditures, and expenditures relating to leasing, in accordance with the budget of the Company approved by Reckson and Crescent and attached hereto as Section 5.1(i) of the Company Disclosure Schedule and shall not acquire, enter into any option to acquire, or exercise an option or other right or election or enter into any Commitment, including any lease or amendment thereto, for the acquisition of, any real property or other transaction (other than Commitments referred to in the budget attached as Schedule 5.1(i) of the Company Disclosure Schedule) involving payments to or by the Company in excess of $75,000 or which is not included in such budget, encumber assets or commence construction of, or enter into any Commitment to develop or construct, other real estate projects; (j) not amend the Articles of Incorporation, or the Company By- Laws, or the articles or certificate of incorporation, bylaws, code of regulations, partnership agreement, operating agreement or joint venture agreement or comparable charter or organization document of any Active Subsidiary of the Company; (k) grant no options or other right or commitment relating to any Company Securities, or any other security the value of which is measured by shares of Company Common Stock, or any security subordinated to the claim of its general creditors; (l) not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practicepractice or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (Bor the notes thereto) use its reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and keep available the services of its present officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Letterincluded in the Company SEC Documents; provided(m) not settle any tax certiorari proceeding with respect to the Company without the written consent of Reckson, Crescent and Buyer (which consent shall not be unreasonably withheld); (n) except (1) in order to pay dividends permitted pursuant to this Agreement and to pay transaction expenses related to the Transactions or (2) to finance an acquisition permitted by clause (r) below (which is in accordance with the budget attached hereto as Schedule 5.1(i) of the Company Disclosure Schedule), not incur, assume or guarantee by the Company or any Subsidiary of the Company any indebtedness for borrowed money; (o) except in connection with a transaction that none is permitted by the budget attached as Schedule 5.1(i) to the Company Disclosure Schedule, not create or assume by the Company or any Subsidiary of the Company any Lien on any asset other than Company Permitted Liens and Liens which, in the aggregate, do not have and could not reasonably be expected to have a Material Adverse Effect; (p) maintain its books and records in accordance with GAAP consistently applied and not change any method of accounting or accounting practice by the Company or any Subsidiary of the Company, except for any such change required by reason of a change in GAAP; (q) except as set forth in Schedule 5.1(q) of the Company Disclosure Schedule, not (i) grant any severance or termination pay to any director, officer or employee of the Company or any Subsidiary of its Subsidiaries shall be required to the Company, (ii) enter into any employment, deferred compensation or other similar agreement (or shall without Parent’s any amendment to any such existing agreement) with any director, officer or Buyer’s prior consentemployee of the Company or any Subsidiary of the Company, (iii) increase the benefits payable under any existing severance or termination pay policies or employment agreement, (iv) increase the compensation, bonus or other benefits payable to any director, officer or employee of the Company or any Subsidiary of the Company or (v) adopt any new plan, program or arrangement that would constitute a Plan under Section 3.12 hereof; (r) except as permitted by Section 5.4 hereof, not consummate (or enter into any agreement or agreement in principle with respect to be unreasonably withheldor take any steps to facilitate) any acquisition of stock or assets or operations of another entity, conditioned other than any acquisition by the Company in respect of which the cash consideration paid by the Company is less than $100,000 individually and for all such transactions taken together, the aggregate cash consideration paid by the Company is less than $1,000,000; (s) not sell, lease (or delayedamend any existing lease), mortgage, subject to Lien or otherwise dispose of any Company Real Property, except in connection with transactions as contemplated by the budget that is attached as Schedule 5.1(i) of the Company Disclosure Schedule or that does not involve any sale, lease, mortgage, Lien or disposition in excess of 7,500 square feet; (t) not make any payments loans, advances or capital contributions to, or investments in, any other Person, other than loans, advances and capital contributions to its business relationship counterpartiesSubsidiaries of the Company in existence on the date hereof; (u) not acquire or enter into any option or agreement to acquire, beyond that paid any real property or other transaction involving in excess of $100,000 which is not included in the ordinary course of business in order to maintain such business relationships. In addition to and without limiting the generality budget that is attached as Schedule 5.1(i) of the foregoingCompany Disclosure Schedule; or (v) authorize any of, during or commit or agree to take any of, the Pre-Closing Period, foregoing actions except as (w) expressly required or expressly contemplated otherwise permitted by this Agreement; provided that as soon as reasonably practicable, (x) set forth in Section 5.01 the Buying Entities shall appoint an individual as the representative of the Company Letter, (y) required by applicable Law or (z) consented Buying Entities for all purposes of this Section 5.1; provided further that the Buying Entities shall be entitled to in advance in writing by Parent or Buyer (change the identity of such consent not representative upon notice to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause its Subsidiaries not to:of such change. SECTION 5.2

Conduct of the Company. From Except (i) as expressly permitted or contemplated by this Agreement or the Spin-Off Agreements (including matters relating to the consummation of the Spin-Off), (ii) as set forth on Section 6.01 of the Company Disclosure Schedule, (iii) as required by Applicable Law or (iv) to the extent that Parent shall otherwise consent in writing, from the date of this Agreement until the Closing earlier of the Effective Time or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), except as (i) expressly required or expressly contemplated by this Agreement, (ii) set forth in Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed)its terms, the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business course, consistent with past practice, (B) and use its commercially reasonable best efforts to (a) preserve intact in all material respects its Intellectual Property, business organization and material business relationships with suppliersassets, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and (b) keep available the services of its present directors, officers and key employees employees, (c) maintain in effect all of its Governmental Authorizations and (Cd) use commercially reasonable efforts maintain satisfactory relationships with customers, lenders, suppliers, licensors, licensees, distributors and others having business relationships with the Company, provided, that, notwithstanding the foregoing, the provisions of this Section 6.01 shall not apply to undertake the actions enumerated in Section 5.01Spin-1 Off Subsidiary, any Subsidiary of the Company Letter; providedSpin-Off Subsidiary, the Pageflex Business or the Bolt Business to the extent that none of any actions or omissions specified in this Section 6.01 are required in order for the Company or any of to comply with its Subsidiaries shall be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in obligations under the ordinary course of business in order to maintain such business relationshipsSpin-Off Agreements. In addition to and without Without limiting the generality of the foregoing, during the Pre-Closing Period, except (A) as (w) expressly required permitted or expressly contemplated by this AgreementAgreement or the Spin-Off Agreements (including matters relating to the consummation of the Spin-Off), (xB) as set forth in on Section 5.01 6.01 of the Company LetterDisclosure Schedule, or (yC) as required by applicable Law Applicable Law, from the date of this Agreement until the earlier of the Effective Time or (z) consented to the termination of this Agreement in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed)accordance with its terms, the Company shall not, and nor shall cause it permit any of its Subsidiaries not to, do any of the following without the prior written consent of Parent:

Conduct of the Company. From the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”)a) Sellers covenant and agree that, except as (i) expressly required or with respect to the Retained Assets and Retained Liabilities (in each case, subject to Section 6.1(b)(ii)), (ii) as otherwise expressly contemplated by this Agreement, Agreement (ii) set forth in including as described on Section 5.01 6.1 of the Company LetterSellers Disclosure Schedule and the other matters contemplated by the other Schedules and Exhibits hereto) and the other Transaction Documents, (iii) required by applicable Law for the effect of the announcement and consummation of the transactions contemplated hereby or (iv) consented to in advance as otherwise approved in writing by Parent or Buyer Buyers (such consent which approval shall not to be unreasonably withheld, conditioned or delayed), during the period commencing on the date hereof and ending on the Closing Date, Sellers shall cause the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects Entities to be operated in the ordinary course of business consistent with past practice, (B) use its reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and keep available the services of its present officers and key employees and (C) shall use commercially reasonable efforts to undertake preserve, maintain and protect the actions enumerated in Section 5.01-1 assets and properties of the Company LetterEntities and the Business; provided, that none of the Company such efforts shall not include any requirement or obligation to make any of its Subsidiaries shall be payment or assume any Liability not otherwise required to (be paid or shall without Parent’s assumed by the terms of an existing Contract or Buyer’s prior consent, offer or grant any financial accommodation or other benefit not otherwise required to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in made by the ordinary course terms of business in order to maintain such business relationshipsan existing Contract. In addition to and without limiting Until the generality of the foregoing, during the Pre-Closing PeriodClosing, except (A) with respect to the Retained Assets and Retained Liabilities (in each case, subject to Section 6.1(b)(ii)), (B) as (w) expressly required or expressly otherwise contemplated by this AgreementAgreement (including as described on Section 6.1 of the Sellers Disclosure Schedule and the other matters contemplated by the other Schedules and Exhibits hereto) and the other Transaction Documents, (xC) set forth in Section 5.01 of the Company Letter, (y) as required by applicable Law Law, or (zD) consented to in advance as otherwise approved in writing by Parent or Buyer Buyers (such consent which approval shall not to be unreasonably withheld, conditioned or delayed), Sellers shall not, with respect to the Company shall notEntities or the Business, and shall cause its Subsidiaries the Company Entities not to, take any of the following actions:

Conduct of the Company. From the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), except as Except for matters (i) expressly required or expressly contemplated permitted by this Agreement, (ii) set forth in Section 5.01 of the Company Letteron Schedule 6.01, (iii) required by applicable Applicable Law or the rules or regulations of Nasdaq or (iv) consented to in advance in writing by undertaken with the prior written consent of Parent or Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed), from the date hereof until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business course, consistent with past practice, (B) and use its commercially reasonable best efforts to (w) preserve intact in all material respects its business organization and material business relationships with supplierstangible and intangible assets, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and (x) keep available the services of its present officers and key employees who are integral to the operations of their businesses as presently conducted, (y) maintain in effect all of its Governmental Authorizations, and (Cz) use commercially reasonable efforts to undertake the actions enumerated maintain satisfactory relationships with customers, lenders, suppliers, licensors, licensees, distributors and others, in Section 5.01-1 of the Company Letter; provided, that none of each case who have a material business relationship with the Company or any of its Subsidiaries shall be Subsidiaries. Without limiting the generality of the foregoing, except for matters expressly permitted or contemplated by this Agreement or as set forth on Schedule 6.01, as required to by Applicable Law or the rules or regulations of Nasdaq or as required by the Bridge Facility (or any security issued thereunder), from the date hereof until the Effective Time, the Company shall not, nor shall it permit any of its Subsidiaries to, do any of the following without Parent’s or Buyer’s the prior consent, written consent of Parent (which consent shall not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationships. In addition to and without limiting the generality of the foregoing, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 of the Company Letter, (y) required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause its Subsidiaries not to:):

Conduct of the Company. From the date of this Agreement hereof until the Closing or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), Effective Time and except as (i) expressly required or expressly contemplated by this Agreement, (ii) as set forth in Section 5.01 6.01 of the Company Letter, (iii) Disclosure Schedule or as required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed)Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practicepractice and use its commercially reasonable efforts to (i) preserve intact its present business organization, (Bii) use maintain in effect all of its reasonable best efforts to preserve intact in all material respects its business organization foreign, federal, state and material business relationships with supplierslocal licenses, vendorspermits, Governmental Authoritiesconsents, Customers franchises, approvals and other Persons with which the Company has material business relationships and authorizations, (iii) keep available the services of its present directors, officers and key employees employees, (iv) maintain satisfactory relationships with its customers, lenders, suppliers and (C) use others having material business relationships with it, including by using its commercially reasonable efforts to undertake maintain compliance with the actions enumerated requirements of all Material Contracts. The Company shall promptly notify Parent of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in Section 5.01-1 connection with any of the Company Letter; providedtransactions contemplated by this Agreement and (ii) any Proceeding commenced, that none of or, to the Company’s Knowledge threatened, relating to or involving or otherwise affecting the Company or any of its Subsidiaries shall be required that relates to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationshipstransactions contemplated by this Agreement. In addition to and without Without limiting the generality of the foregoing, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) as set forth in Section 5.01 6.01 of the Company Letter, (y) Disclosure Schedule or as required by applicable Law or Applicable Law, without the prior written consent of Parent (z) consented to in advance in writing by Parent or Buyer (such which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), the Company shall not, and nor shall cause it permit any of its Subsidiaries not to:

Conduct of the Company. From Except for matters set forth in Section 6.01 of the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with Article 8 Company Disclosure Letter, for any COVID-19 Response (the “Pre-Closing PeriodCOVID-19 Company Exception”), except as (i) expressly required or expressly contemplated by this Agreement (including pursuant to the TRA Amendment, the Blueapple Sale Agreement, (ii) set forth in Section 5.01 of the Company Letteror any Voting and Support Agreement), (iii) as required by applicable Applicable Law (including any COVID-19 Measures) or with the prior written consent of Parent (iv) consented to in advance in writing by Parent or Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed), from and after the date of this Agreement and prior to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in the ordinary course consistent with past practice in all material respects in the ordinary course of business consistent with past practice, (B) and use its reasonable best efforts to (a) preserve intact its present business organization in all material respects its business organization and material business relationships with suppliersrespects, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and (b) keep available the services of its present directors, officers and key service providers (including employees and contractors), and (Cc) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Lettermaintain satisfactory relationships with its customers, lenders, suppliers, bank sponsors, Card Schemes, Governmental Authorities and others having material business relationships with it; provided, provided that none of no action by the Company or any of its Subsidiaries with respect to matters specifically permitted by the following subsections of Section 6.01 shall be required to (or shall without Parent’s or Buyer’s prior consent, not deemed to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course a breach of business in order to maintain this sentence of Section 6.01 unless such business relationshipsaction would constitute a breach of such subsections. In addition to and without Without limiting the generality of the foregoing, during except for matters set forth in Section 6.01 of the Pre-Closing PeriodCompany Disclosure Letter, except as (w) expressly required or expressly contemplated by this Agreement (including pursuant to the TRA Amendment, the Blueapple Sale Agreement, (x) set forth in Section 5.01 of the Company Letteror any Voting and Support Agreement), (y) as required by applicable Applicable Law (including COVID-19 Measures) or with the prior written consent of Parent (z) consented to in advance in writing by Parent or Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed), between the date of this Agreement and the Effective Time, the Company shall not, and nor shall cause it permit any of its Subsidiaries not to:

Conduct of the Company. From Except (A) for matters set forth in Section 6.01-1 of the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with Article 8 Company Disclosure Letter, (the “Pre-Closing Period”), except B) as (i) expressly required or as expressly contemplated permitted by this Agreement, (iiC) set forth as required by Applicable Law, (D) as required by the terms of any Company Material Contract disclosed in Section 5.01 4.22(a) of the Company Disclosure Letter, (iii) required by applicable Law or (ivE) consented to in advance in writing by Parent or Buyer with the prior written consent (such which consent shall not to be unreasonably withheld, conditioned or delayed)) of Parent, from and after the date hereof and prior to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice, (Bi) use its reasonable best efforts to conduct its business in the ordinary course of business and (ii) use reasonable best efforts to (x) preserve intact in all material respects its present business organization and material business relationships with suppliersorganization, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and (y) keep available the services of its present directors, officers and key employees and (Cz) use commercially reasonable efforts to undertake maintain satisfactory relationships with its customers, lenders, suppliers, Governmental Authorities and others having material business relationships with it; provided that for the actions enumerated in Section 5.01-1 avoidance of doubt, the Company Letter; provided, shall not be obligated to take any action that none would not be permitted by the following sentence of this Section 6.01 and any action permitted by the Company or any following sentence of its Subsidiaries this Section 6.01 shall not be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course deemed a breach of business in order to maintain such business relationshipsthis sentence of this Section 6.01. In addition to and without Without limiting the generality of the foregoing, during except (I) for matters set forth in Section 6.01-2 of the Pre-Closing PeriodCompany Disclosure Letter, except (II) as (w) expressly required or expressly contemplated by this Agreement, (xIII) set forth as required by Applicable Law, (IV) as required by the terms of any Company Material Contract disclosed in Section 5.01 4.22(a) of the Company Disclosure Letter, (y) required by applicable Law or (zV) consented to in advance in writing by with the prior written consent of Parent or Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayeddelayed with respect to Section 6.01(d), (g), (h), (i), (j), (k), (q) or to the extent applicable to such sections, (s)), from and after the date hereof and prior to the Effective Time, the Company shall not, and shall cause its Subsidiaries not to:

Conduct of the Company. From Except for matters set forth in Section 6.01 of the Company Disclosure Letter, for any actions taken to ensure compliance by the Company and its Subsidiaries and their respective directors, officers, employees, consultants and customers with any COVID-19 Measures, as permitted by this Agreement, as required by Applicable Law or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from and after the date of this Agreement until the Closing Effective Time (or the earlier valid termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), except as (i) expressly required or expressly contemplated by this Agreement, (ii) set forth in Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed10 hereof), the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice, (B) practice and use its reasonable best efforts to (x) preserve intact in all material respects its present business organization and material business relationships with suppliersorganization, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and (y) keep available the services of its present directors, officers and key employees and (Cz) use commercially reasonable efforts to undertake preserve the actions enumerated in Section 5.01-1 goodwill of the Company Letter; providedand relationships with its customers, that none of the Company or any of its Subsidiaries shall be required to (or shall without Parent’s or Buyer’s prior consentlenders, not to be unreasonably withheld, conditioned or delayed) make any payments to its suppliers and others having material business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationshipsrelationships with it. In addition to and without Without limiting the generality of the foregoing, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) for matters set forth in Section 5.01 6.01 of the Company Disclosure Letter, (y) actions taken to ensure compliance by the Company and its Subsidiaries and their respective directors, officers, employees, consultants and customers with any COVID-19 Measures, required by applicable Applicable Law or with the prior written consent of Parent (z) consented to in advance in writing by Parent or Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed), from and after the date of this Agreement until the Effective Time (or the earlier valid termination of this Agreement in accordance with Article 10 hereof), the Company shall not, and nor shall cause it permit any of its Subsidiaries not to:

Conduct of the Company. From the date of this Agreement and to the fullest extent permitted by Applicable Law or Order until the Closing or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”)Effective Time, except as (i) expressly required or expressly contemplated by this Agreement, (ii) Agreement or set forth in Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed)Disclosure Schedule, the Company shall, and shall cause each of its Subsidiaries to, (Ai) conduct its business in all material respects in the ordinary course of business consistent with past practicepractice and in compliance with all material Applicable Law and all material authorizations from Governmental Authorities, (Bii) use its commercially reasonable best efforts to preserve intact in all material respects its present business organization and in a manner consistent with past practice, maintain in effect all material business relationships with suppliersCompany Permits, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and keep available the services of its present directors, officers and key employees in a manner consistent with past practice and maintain satisfactory relationships with its material customers, lenders, suppliers and others having material business relationships with it and (Ciii) use commercially reasonable efforts (a) prepare and file on or before the due date therefore all material Tax Returns required to undertake the actions enumerated in Section 5.01-1 of the Company Letter; provided, that none of be filed by the Company or any of its Subsidiaries shall be Subsidiary (except for any Tax Return for which an extension has been granted) on or before the Closing Date, and (b) pay all material Taxes (including estimated Taxes) due on such Tax Returns (or due with respect to Tax Returns for which an extension has been granted) or which are otherwise required to (or shall without Parent’s or Buyer’s be paid at any time prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationshipsClosing Date. In addition to and without Without limiting the generality of the foregoing, during the Pre-Closing Period, except (A) as (w) expressly required or otherwise expressly contemplated by this Agreement, (xB) as set forth in Section 5.01 of the Company Letter, (y) required by applicable Law Disclosure Schedule or (zC) consented to in advance in writing by Parent or Buyer with Parent’s prior written consent (such which consent shall not to be unreasonably withheld, conditioned or delayeddelayed with respect to clauses (a)(but only with respect to the Company’s bylaws), (j), (k), (l), (q), (r), (s) or any agreement, resolution or commitment to undertake any such aforementioned actions), the Company shall not, and shall cause not permit any of its Subsidiaries not to:

Conduct of the Company. From The Company agrees that between the date of this Agreement until and the Closing Effective Time or the earlier termination of date, if any, on which this Agreement is terminated pursuant to Section 8.01, except (a) as set forth in accordance with Article 8 Schedule 6.01, (the “Pre-Closing Period”b) as expressly required pursuant to or expressly permitted by this Agreement (including Section 6.02 and Section 6.03), except (c) as required by Applicable Law or (d) as consented to in writing in advance by Parent, the Company shall (i) expressly required or expressly contemplated by this Agreement, (ii) set forth in Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business businesses in all material respects in the ordinary course of business consistent with past practice, (B) use its reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and keep available the services of its present officers and key employees and (Cii) use commercially reasonable efforts to undertake preserve materially intact its current business organization and to preserve in all material respects the actions enumerated in Section 5.01-1 relationships of the Company Letter; providedand its Subsidiaries with Company Franchisees and the franchise system as a whole, that none of employees, suppliers, licensors, licensees, distributors, wholesalers, lessors and others having business dealings with the Company or any of its Subsidiaries, (iii) use commercially reasonable efforts to keep and maintain the assets and properties of the Company and its Subsidiaries shall be required to in accordance with past practice, normal wear and tear excepted, and (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayediv) make any payments to its business relationship counterparties, beyond that paid comply in the ordinary course of business in order to maintain such business relationshipsall material respects with Applicable Law. In addition to and without Without limiting the generality of the foregoing, during the Pre-Closing Period, except (a) as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 of the Company LetterSchedule 6.01, (yb) as expressly required pursuant to or expressly permitted by this Agreement (including Section 6.02 and Section 6.03), (c) as required by applicable Law Applicable Law, or (zd) as consented to in writing in advance in writing by Parent or Buyer (such which consent shall not to be unreasonably withheld, delayed or conditioned with respect to clauses (e)(C), (k), (l), (m), (q) or delayed(r) of this Section 6.01), the Company agrees that between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.01, the Company shall not, and shall cause not permit any of its Subsidiaries not to:: (a) amend the Company’s Governing Documents or other comparable charter or organizational documents of the Company’s Subsidiaries (whether by merger, consolidation or otherwise); (b) (i) establish a record date for, declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or other equity, property or otherwise, including any combination thereof) in respect of, or enter into any Contract with respect to the voting of, any capital stock of the Company or any capital stock or other Equity Interests of its Subsidiaries, other than (x) regular quarterly cash dividends consistent with past practice and (y) dividends and distributions by a direct or indirect wholly owned Subsidiary of the Company to the Company or any of the Company’s other wholly owned Subsidiaries, (ii) adjust, recapitalize, combine, split, combine, subdivide or reclassify any Company Securities or any capital stock or other Equity Interests, or securities convertible, exchangeable or exercisable for capital stock or other Equity Interests, of its Subsidiaries,

Conduct of the Company. From the date of this Agreement until the Closing or earlier of the earlier Effective Time and the valid termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”)Agreement, except (x) as required by Applicable Law, (iy) expressly as set forth in Section ‎6.01 of the Company Disclosure Schedule, or (z) as otherwise required or expressly contemplated permitted by this Agreement, (ii) set forth in Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) consented to in advance unless Parent shall otherwise consent in writing by Parent or Buyer (such e-mail being sufficient) (which consent shall not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practicepractice and use its commercially reasonable efforts to (A) preserve intact its business organization and relationships with customers, members, suppliers, lenders, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties having material business relationships with the Company and its Subsidiaries, (B) use its reasonable best efforts to preserve intact maintain in effect all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and keep available the services of its present officers and key employees Permits and (C) use commercially reasonable efforts to undertake maintain and preserve the actions enumerated in Section 5.01-1 of goodwill associated with its business, affairs and properties, its reputation and its brand value; provided that neither the Company Letter; provided, that none of the Company or nor any of its Subsidiaries shall be required take any action to comply with the foregoing that would breach any of Section ‎6.01(a) through (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationshipsr). In addition to and without Without limiting the generality of the foregoing, during from the Pre-Closing Perioddate of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement, except (x) as required by Applicable Law, (wy) expressly as set forth in Section ‎6.01 of the Company Disclosure Schedule, or (z) as otherwise required or expressly contemplated permitted by this Agreement, without Parent’s prior written consent (x) set forth in Section 5.01 of the Company Letter, (y) required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayeddelayed (other than with respect to ‎Section 6.01(c) or ‎Section 6.01(d)), the Company shall not, and shall cause each of its Subsidiaries not to: