Common use of Conduct of Business Before the Closing Clause in Contracts

Conduct of Business Before the Closing. (1) During the Interim Period, the Vendor shall, and shall cause the Corporation to, operate the Business in the Ordinary Course, and without limiting the generality of the foregoing, do the following: (a) maintain all of the Assets in the same condition as they now exist, ordinary wear and tear excepted; (b) maintain all of the Corporate IP so that it is current, enforceable and in good standing; (c) maintain the Corporation's books, records and accounts in the Ordinary Course; (d) maintain the inventory of the Business in order to continue carrying on the Business in the Ordinary Course; (e) take all action to preserve the Business and the goodwill of the Corporation and its relationships with customers, suppliers, landlords, creditors and others having business dealings with it, to maintain in full force and effect all Material Contracts to which the Corporation is a party, and take all other action reasonably requested by the Purchaser in order that the Business and the condition of the Corporation will not be impaired during the Interim Period; (f) keep available the services of its present officers and employees; (g) ensure that the Corporation performs and complies with all of its contractual obligations under all Contracts and complies with all Consents; (h) ensure that the Corporation does not sell or otherwise dispose of (or pledge as security) any of the Assets, except inventory in the Ordinary Course; (i) maintain Working Capital sufficient to carry on the Business in the Ordinary Course and in no event less than the Minimum Working Capital; (j) ensure that the Corporation does not create any Encumbrance upon any of its Assets, other than in the Ordinary or create any guarantees or otherwise become liable for the obligations of any other Person or make any loans or advances to any Person; (k) ensure that the Corporation does not increase or promise to increase, in any manner, the compensation or employee benefits of any of its directors, officers or employees, or pay or agree to pay to any of its directors, officers or employees any pension, severance or termination amount or other employee benefit not required by any of the Benefit Plans and programs described in the Disclosure Letter; (l) keep in full force and effect all of the current insurance policies of the Corporation; (m) collect and manage Accounts Receivable and pay and manage accounts payable in the Ordinary Course, including not writing off as uncollectible any Accounts Receivable; (n) ensure that the Corporation does not declare or pay any dividends, redeem or repurchase any shares in its share capital or make any other distributions in respect of its shares; (o) take all actions within its reasonable control to ensure that the representations and warranties of the Vendor in Section 3.1 remain true and correct at the Closing Time, with the same force and effect as if such representations and warranties were made at and as of the Closing Time; (p) subject to Laws, confer with the Purchaser concerning operational matters of a material nature; and (q) keep the confidentiality of any non-public, confidential or proprietary information of the Business or Corporation. (2) Without limiting the generality of the foregoing, during the Interim Period the Vendor will not, except with the prior written consent of the Purchaser, allow the Corporation to: (a) amend or approve any amendment to its articles, by-laws or other constating documents; (b) enter into any agreement with respect to the Business, except agreements made in the Ordinary Course; (c) terminate or waive any right of substantial value to the Business; (d) make any payments of whatsoever nature outside of the Ordinary Course to the Vendor, or any of its Affiliates; (e) make any capital expenditure or commitment to do so; (f) incur any increase in Indebtedness prior to the Closing Time; (g) make any material change with respect to any method of management, operation or accounting in respect of the Business; (h) remove the auditor or any director of the Corporation; (i) hire or terminate the employment of: (A) any officer of the Corporation; (B) any employee of the Corporation; or (C) any group of employees; (j) compromise or settle any Legal Proceeding relating to the Assets, the Business or Corporation; or (3) authorize, agree, or otherwise commit, whether or not in writing, to do any of the foregoing.

Conduct of Business Before the Closing. From the date of this Agreement until the Closing, except as otherwise provided in this Agreement or consented to in writing by the parties hereto: (1a) During Target and the Interim Period, the Vendor Vendors shall, and shall cause the Corporation Contakt to, operate : (i) conduct the Business of Contakt in the Ordinary Courseordinary course consistent with past practice; (ii) use reasonable commercial efforts to maintain and preserve intact the current organization and Business of Contakt and to preserve the rights, franchises, goodwill and without relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with Contakt. Without limiting the generality of the foregoing, do from the followingdate hereof until the Closing Date, Target and the Vendors shall cause Contakt to: (aA) preserve and maintain all of its Business Permits; (B) pay its debts, Governmental Charges, and other obligations when due; (C) maintain the Assets owned, operated or used by Contakt in the same condition as they now existwere on the date of this Agreement, ordinary subject to reasonable wear and tear exceptedtear; (bD) maintain all of the Corporate IP so that it is current, enforceable and in good standing; (c) maintain the Corporation's books, records and accounts in the Ordinary Course; (d) maintain the inventory of the Business in order to continue carrying on the Business in the Ordinary Course; (e) take all action to preserve the Business and the goodwill of the Corporation and its relationships with customers, suppliers, landlords, creditors and others having business dealings with it, to maintain in full force and effect without modification all Material Contracts to which the Corporation is a partyContakt Insurance Policies, and take all other action reasonably requested except as required by the Purchaser in order that the Business and the condition of the Corporation will not be impaired during the Interim Periodapplicable Law; (fE) keep available the services of defend and protect its present officers and employeesAssets from infringement or usurpation; (gF) ensure that the Corporation performs and complies with perform all of its contractual obligations under all Contracts and complies with all Consentscontracts relating to or affecting its Assets or Business; (hG) ensure maintain its books and records in accordance with past practice; (H) comply in all material respects with all applicable laws; (I) other than pursuant to the Tracker Loan, not borrow money or incur any indebtedness for money borrowed except as disclosed to and agreed upon by Tracker, acting reasonably; and (J) not take or permit any action that the Corporation does not sell or otherwise dispose of (or pledge as security) would cause any of the Assetschanges, except inventory events or conditions described in the Ordinary Course;subsection 3.3(y) to occur. (b) Tracker shall: (i) maintain Working Capital sufficient to carry on conduct the Business business of Tracker in the Ordinary Course ordinary course consistent with past practice; and (ii) use reasonable commercial efforts to maintain and in no event less than preserve intact the Minimum Working Capitalcurrent organization and business of Tracker and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with Tracker. Without limiting the foregoing, from the date hereof until the Closing Date, Tracker shall: (A) preserve and maintain all of its business permits; (jB) ensure that the Corporation does not create any Encumbrance upon any of pay its Assetsdebts, Governmental Charges, and other than in the Ordinary or create any guarantees or otherwise become liable for the obligations of any other Person or make any loans or advances to any Personwhen due; (kC) ensure that maintain the Corporation does not increase Assets owned, operated or promise to increase, in any manner, the compensation or employee benefits of any of its directors, officers or employees, or pay or agree to pay to any of its directors, officers or employees any pension, severance or termination amount or other employee benefit not required used by any of the Benefit Plans and programs described Tracker in the Disclosure Lettersame condition as they were on the date of this Agreement, subject to reasonable wear and tear; (lD) keep hold a meeting of its shareholders to (i) approve an increase in the size of the Tracker board of directors to seven (7) and (ii) create the Tracker Compressed Shares; (E) continue in full force and effect without modification all of the current insurance policies of the CorporationTracker Insurance Policies, except as required by applicable Law; (mF) collect defend and manage Accounts Receivable and pay and manage accounts payable in the Ordinary Course, including not writing off as uncollectible any Accounts Receivableprotect its Assets from infringement or usurpation; (nG) ensure that the Corporation does not declare or pay any dividends, redeem or repurchase any shares in its share capital or make any other distributions in respect perform all of its sharesobligations under all contracts relating to or affecting its Assets or business; (oH) take all actions within maintain its reasonable control to ensure that the representations books and warranties of the Vendor records in Section 3.1 remain true and correct at the Closing Time, accordance with the same force and effect as if such representations and warranties were made at and as of the Closing Timepast practice; (pI) subject comply in all material respects with all applicable laws; (J) not borrow money or incur any indebtedness for money borrowed except as disclosed to Lawsand agreed upon by Target and Contakt, confer with the Purchaser concerning operational matters of a material natureacting reasonably; and (qK) keep the confidentiality of not take or permit any non-public, confidential or proprietary information of the Business or Corporation. (2) Without limiting the generality of the foregoing, during the Interim Period the Vendor will not, except with the prior written consent of the Purchaser, allow the Corporation to: (a) amend or approve any amendment to its articles, by-laws or other constating documents; (b) enter into any agreement with respect to the Business, except agreements made in the Ordinary Course; (c) terminate or waive any right of substantial value to the Business; (d) make any payments of whatsoever nature outside of the Ordinary Course to the Vendor, or any of its Affiliates; (e) make any capital expenditure or commitment to do so; (f) incur any increase in Indebtedness prior to the Closing Time; (g) make any material change with respect to any method of management, operation or accounting in respect of the Business; (h) remove the auditor or any director of the Corporation; (i) hire or terminate the employment of: (A) any officer of the Corporation; (B) any employee of the Corporation; or (C) any group of employees; (j) compromise or settle any Legal Proceeding relating to the Assets, the Business or Corporation; or (3) authorize, agree, or otherwise commit, whether or not in writing, to do action that would cause any of the foregoingchanges, events or conditions described in subsection 4.1(w) to occur.

Conduct of Business Before the Closing. Except (1a) During as required by applicable Law, (b) as required in connection with any Transaction Agreement or (c) for matters identified on Schedule 6.01, during the period Interim Period, the Vendor : (i) The Company shall, and shall cause the Corporation Company Subsidiaries to, use commercially reasonable efforts to (w) operate the Business in all material respects in the Ordinary Courseordinary course of business and preserve the present business operations, organization and goodwill of the Business, and without limiting the generality present relationships with material customers of the foregoingBusiness, do the following: (a) maintain all of the Assets in the same condition as they now exist, ordinary wear and tear excepted; (b) maintain all of the Corporate IP so that it is current, enforceable and in good standing; (c) maintain the Corporation's books, records and accounts in the Ordinary Course; (d) maintain the inventory material suppliers of the Business in order to continue carrying on the Business in the Ordinary Course; (e) take all action to preserve the Business and the goodwill creditors of the Corporation and its relationships with customersBusiness, suppliers, landlords, creditors and others having business dealings with it, to maintain in full force and effect all Material Contracts to which the Corporation is a party, and take all other action reasonably requested by the Purchaser in order that the Business and the condition of the Corporation will not be impaired during the Interim Period; (fx) keep available the services of its their present officers and other key employees; , (gy) ensure maintain all Insurance Policies or substitutes therefor and (z) continue to accrue and collect accounts receivable, accrue and pay accounts payable and other expenses, establish reserves for uncollectible accounts and manage inventory in accordance with past custom and practice; provided that each of the Company and the Company Subsidiaries may take such actions as it deems reasonably necessary in its reasonable business judgment in order to mitigate, remedy, respond to or otherwise address the effects or impact of the coronavirus (COVID-19) pandemic, including complying with any Order, guidance, shelter in place and non-essential business orders by any Governmental Authority or measures to protect the health or safety of any Person (any such action, a “COVID-19 Response”); provided, further, that following any such COVID-19 Response, to the extent that the Corporation performs and complies with all of its contractual obligations under all Contracts and complies with all Consents; (h) ensure that the Corporation does not sell Company or otherwise dispose of (or pledge as security) any of the AssetsCompany Subsidiaries took any actions pursuant to the immediately preceding proviso that caused deviations from its business being conducted in the ordinary course of business, the Company shall, and shall cause the Company Subsidiaries to, except inventory as described on Schedule 6.01(i), use reasonable best efforts to resume conducting the Company’s or such Company Subsidiary’s, as applicable, business in the Ordinary Course; (i) maintain Working Capital sufficient to carry on the Business ordinary course of business in the Ordinary Course and in no event less than the Minimum Working Capital; (j) ensure that the Corporation does not create any Encumbrance upon any of its Assets, other than in the Ordinary or create any guarantees or otherwise become liable for the obligations of any other Person or make any loans or advances to any Person; (k) ensure that the Corporation does not increase or promise to increase, in any manner, the compensation or employee benefits of any of its directors, officers or employees, or pay or agree to pay to any of its directors, officers or employees any pension, severance or termination amount or other employee benefit not required by any of the Benefit Plans and programs described in the Disclosure Letter; (l) keep in full force and effect all of the current insurance policies of the Corporation; (m) collect and manage Accounts Receivable and pay and manage accounts payable in the Ordinary Course, including not writing off material respects as uncollectible any Accounts Receivable; (n) ensure that the Corporation does not declare or pay any dividends, redeem or repurchase any shares in its share capital or make any other distributions in respect of its shares; (o) take all actions within its reasonable control to ensure that the representations and warranties of the Vendor in Section 3.1 remain true and correct at the Closing Time, with the same force and effect soon as if such representations and warranties were made at and as of the Closing Time; (p) subject to Laws, confer with the Purchaser concerning operational matters of a material naturereasonably practicable; and (q) keep the confidentiality of any non-public, confidential or proprietary information of the Business or Corporation. (2ii) Without limiting the generality of the foregoing, during unless Acquiror otherwise consents in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Interim Period the Vendor will Company shall not, except with the prior written consent and shall cause each of the PurchaserCompany Subsidiaries not to, allow do any of the Corporation tofollowing: (a1) change or amend or approve any amendment to of its articlescertificate of incorporation, by-laws articles of association, bylaws or other constating organizational documents; (b2) grant any Lien on any Asset, except in the ordinary course of business, other than a Permitted Lien or a Lien that will be discharged at or prior to the Closing; (3) (i) fail to maintain its existence, acquire (by merger, consolidation, acquisition of stock or assets or otherwise) or merge or consolidate with, or purchase equity or a material portion of the assets of, any corporation, partnership or other business organization or division or (ii) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of the Company Subsidiaries (other than the Transactions, including the Restructuring Support Agreement); (4) except for (i) any such Debt or guaranty that will be discharged at or prior to the Closing, (ii) intercompany loans or advances consistent with past practice between the Company or a Company Subsidiary, on the one hand, and the Company or another Company Subsidiary, on the other hand, and (iii) capital contribution in the form of Debt to enable the Company to pay amounts due and payable under Debt commitments and to maintain adequate liquidity (subject to any such amounts being cancelled for no consideration at or prior to the Closing), incur or issue any Debt in excess of an aggregate amount of $5,000,000, or assume, grant, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person; (5) other than to the Company Stockholder in connection with any transaction to enable the Company to pay amounts due and payable under Debt commitments and to maintain adequate liquidity (provided that any such capital stock or securities convertible into or exchangeable for shares of capital stock, right, option or other commitment will be cancelled for no consideration at or prior to the Closing), issue or sell any additional shares of, or other equity interests in, the Company or the Company Subsidiaries, or securities convertible into or exchangeable for such shares or equity interests, or issue or grant any options, warrants, calls, subscription rights or other rights of any kind to acquire such shares, other equity interests or securities; (6) sell, assign, transfer, lease, license or allow to lapse any rights in any material Business Intellectual Property, except for lapses of Business Registrable IP in the ordinary course of business and grants of non-exclusive licenses to third parties in the ordinary course of business; (7) disclose any Trade Secret held by the Company or any Company Subsidiary to any third party (except pursuant to a written agreement restricting the disclosure and use of such Trade Secrets in the ordinary course of business); (8) sell, transfer, lease, sublease, abandon, cancel, let lapse or convey or otherwise dispose of any Assets having a value in excess of $1,000,000, other than in the ordinary course of business or as requested by a Governmental Authority; (9) (i) fail to timely file any material Tax Return required to be filed (after taking into account any extensions) by the applicable entity, prepare any material Tax Return on a basis inconsistent with past practice, or fail to timely pay any material Tax that is due and payable by the applicable entity, (ii) surrender any claim for a refund of a material amount of Taxes, (iii) enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local, or non-U.S. law) with respect to a material amount of Taxes, (iv) make or change any material Tax election (other than in the ordinary course of business), (v) adopt or change any material Tax accounting method, (vi) file any material amendment to a material Tax Return (other than to carry back losses), (vii) enter into any agreement with a Governmental Authority with respect to a material amount of Taxes, (viii) settle or compromise any claim or assessment by a Governmental Authority in respect of a material amount of Taxes, (ix) consent to any extension or waiver of the statutory period of limitations applicable to any claim or assessment in respect of a material amount of Taxes, or (x) enter into any material Tax sharing or similar agreement (other than any agreement not primarily related to Taxes entered into in the ordinary course of business); (10) other than in the ordinary course of business, enter into any settlement or release with respect to any material Action (which shall include, but not be limited to, any pending or threatened Action) relating to the Business other than any settlement or release that (i) results in a full release of the Company or the applicable Company Subsidiary with respect to the Businessclaims giving rise to such Action, except agreements made or (ii) involves the payment of Liabilities reflected or reserved against in full in the Ordinary CourseFinancial Statements; (c11) terminate or waive acquire any right of substantial value to the Businessreal property; (d12) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any material change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person, except (i) advances to employees or officers of the Company or the Company Subsidiaries in the ordinary course of business, (ii) any intercompany loans or advances consistent with past practice between the Company or a Company Subsidiary, on the one hand, and the Company or another Company Subsidiary, on the other hand; and (iii) payments of whatsoever nature retainers to the Company’s advisors; (13) enter into any agreement that materially restricts the ability of the Company or any of the Company Subsidiaries to engage or compete in any line of business, or enter into any agreement that materially restricts the ability of the Company or any of the Company Subsidiaries to enter a new line of business; (14) enter into, renew or amend in any material respect any Company Affiliate Agreement; (15) other than in the ordinary course of business or in connection with a COVID-19 Response, enter into, amend any material term of or terminate any renewal option under any material Real Property Lease; provided, however, that in no event shall the Company enter into any new Real Property Lease with a term in excess of three (3) years or amend any existing Real Property Lease such that the Company’s monetary and/or non-monetary obligations increase in any material respect; (16) materially amend or terminate any Material Contract or enter into any contract that would have been a Material Contract if it had been entered into prior to the Agreement Date, in each case, other than in the ordinary course of business or in connection with a COVID-19 Response; (17) (i) make, declare, pay or set aside any dividends or distributions on any capital stock of the Company (in cash or in kind) to the stockholders of the Company in their capacities as stockholders, (ii) effect any recapitalization, reclassification, split or other change in its capitalization, (iii) other than in connection with any transaction to enable the Company to pay amounts due and payable under Debt commitments and to maintain adequate liquidity (provided that any such capital stock or securities convertible into or exchangeable for shares of capital stock, right, option or other commitment will be cancelled for no consideration at or prior to the Closing), authorize for issuance, issue, sell, transfer, pledge, encumber, dispose of or deliver any additional shares of its capital stock or securities convertible into or exchangeable for shares of its capital stock, or issue, sell, transfer, pledge, encumber or grant any right, option or other commitment for the issuance of shares of its capital stock, or split, combine or reclassify any shares of its capital stock or (iv) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any shares of its capital stock or other equity interests; (18) other than as set forth in the CapEx Budget, made available to Acquiror, enter into any commitment for capital expenditures in excess of $1,600,000 in the aggregate; (19) enter into any material new line of business outside of the Ordinary Course to Business currently conducted by the Vendor, or any Company and the Company Subsidiaries as of its Affiliatesthe Agreement Date; (e) make any capital expenditure or commitment to do so; (f) incur any increase in Indebtedness prior to the Closing Time; (g20) make any material change in financial accounting methods, principles or practices, except insofar as may have been required by a change in GAAP (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization) or applicable Law; (21) voluntarily fail to maintain coverage under any of the Insurance Policies in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to any method of managementthe Company and the Company Subsidiaries and their assets and properties, operation or accounting in respect of the Business;cancel or materially change such Insurance Policies; and (h22) remove the auditor or any director of the Corporation; (i) adopt, establish or enter into any Employee Plan, or materially amend, terminate or increase the benefits under any existing Employee Plan as of the date of this Agreement, except as required by the terms of any Employee Plan or applicable Law, (ii) materially increase the wages, salaries, or bonuses payable to any Service Provider except for increases in the ordinary course of business consistent with past practice for Service Providers earning base salaries or wages of $120,000 per year or less or as required under the terms of any Employee Plan; provided that, no such increase shall exceed a 2% increase as compared to the wages, salaries or bonuses paid to such Service Providers on an individual basis in the prior year, (iii) hire or promote any Service Provider earning a base salary or wages of $120,000 per year or more, or terminate the employment of: (A) any officer of the Corporation; (B) any employee of the Corporation; Service Provider other than for “cause” or (Civ) grant or amend any group of employees;equity-based compensation to any Service Provider; and (j23) compromise or settle enter into any Legal Proceeding relating legally binding commitment with respect to the Assets, the Business or Corporation; or (3) authorize, agree, or otherwise commit, whether or not in writing, to do any of the foregoing.

Conduct of Business Before the Closing. ‌ From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by the Purchaser (1) During the Interim Periodwhich consent shall not be unreasonably withheld or delayed), the Vendor shall, and shall cause the Corporation L8 Subsidiaries to, operate : (i) conduct the Business of the L8 Subsidiaries in the Ordinary Course; and (ii) use commercially reasonable efforts to maintain and preserve intact the current organization and Business of the L8 Subsidiaries and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the L8 Subsidiaries. Without limiting the foregoing, from the date hereof until the Closing Date, the Vendor shall, unless required in the Ordinary Course, and without limiting cause the generality of the foregoing, do the followingL8 Subsidiaries to: (a) preserve and maintain all of the Assets in the same condition as they now exist, ordinary wear and tear exceptedits Permits; (b) maintain all of the Corporate IP so that it is currentpay its debts, enforceable Taxes and in good standingother obligations when due; (c) maintain the Corporation's booksAssets owned, records and accounts operated or used by the L8 Subsidiaries in the Ordinary Coursesame condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) maintain the inventory of the Business continue in order to continue carrying on the Business in the Ordinary Coursefull force and effect without modification all Insurance Policies, except as required by applicable Law; (e) take all action to preserve the Business defend and the goodwill of the Corporation and protect its relationships with customers, suppliers, landlords, creditors and others having business dealings with it, to maintain in full force and effect all Material Contracts to which the Corporation is a party, and take all other action reasonably requested by the Purchaser in order that the Business and the condition of the Corporation will not be impaired during the Interim PeriodAssets from infringement or usurpation; (f) keep available the services perform all of its present officers and employeesobligations under all Contracts relating to or affecting its Assets or Business; (g) ensure that maintain the Corporation performs Books and complies Records in accordance with all of its contractual obligations under all Contracts and complies with all Consentspast practice; (h) ensure that the Corporation does not sell or otherwise dispose of (or pledge as security) any of the Assets, except inventory in the Ordinary Course; (i) maintain Working Capital sufficient to carry on the Business in the Ordinary Course and in no event less than the Minimum Working Capital; (j) ensure that the Corporation does not create any Encumbrance upon any of its Assets, other than in the Ordinary or create any guarantees or otherwise become liable for the obligations of any other Person or make any loans loans, advances or advances capital contributions to any Person; (k) ensure that the Corporation does not increase or promise to increase, in any manner, the compensation or employee benefits of any of its directors, officers or employees, or pay or agree to pay to any of its directors, officers or employees any pension, severance or termination amount or other employee benefit not required by any of the Benefit Plans and programs described in the Disclosure Letter; (l) keep in full force and effect all of the current insurance policies of the Corporation; (m) collect and manage Accounts Receivable and pay and manage accounts payable in the Ordinary Course, including not writing off as uncollectible any Accounts Receivable; (n) ensure that the Corporation does not declare or pay any dividends, redeem or repurchase any shares in its share capital or make any other distributions in respect of its shares; (o) take all actions within its reasonable control to ensure that the representations and warranties of the Vendor in Section 3.1 remain true and correct at the Closing Time, with the same force and effect as if such representations and warranties were made at and as of the Closing Time; (p) subject to Laws, confer with the Purchaser concerning operational matters of a material nature; and (q) keep the confidentiality of any non-public, confidential or proprietary information of the Business or Corporation. (2) Without limiting the generality of the foregoing, during the Interim Period the Vendor will not, except with the prior written consent of the Purchaser, allow the Corporation to: (a) amend or approve any amendment to its articles, by-laws or other constating documents; (b) enter into any agreement with respect to the Business, except agreements made in the Ordinary Course; (c) terminate or waive any right of substantial value to the Business; (d) make any payments of whatsoever nature outside of the Ordinary Course to the Vendor, or any of its Affiliates; (e) make any capital expenditure or commitment to do so; (f) incur any increase in Indebtedness prior to the Closing Time; (g) make any material change with respect to any method of management, operation or accounting in respect of the Business; (h) remove the auditor or any director of the Corporation; (i) hire or terminate the employment of: not (A) make, change or revoke, or permit the L8 Subsidiaries to make, change or revoke, any officer of the Corporation; Tax election, or file or cause to be filed an amended Tax Return unless required by Law or (B) make, or permit the L8 Subsidiaries to make, any employee change in any Tax or accounting methods or policies or systems of the Corporation; internal accounting controls, except to conform to changes in Laws related to Taxes or (C) any group of employeesaccounting requirements; (j) compromise not (A) terminate (otherwise than for cause) the employment or settle services of any Legal Proceeding relating director, officer or manager or (B) grant any severance or termination pay to any director, officer or manager or any other employee except in the Assets, the Business case of (A) as required under any existing Contract or Corporation; orBenefit Plan or as required by Law; (3k) authorize, agree, comply in all material respects with all applicable Laws; and (l) not take or otherwise commit, whether or not in writing, to do permit any action that would cause any of the foregoingchanges, events or conditions described in Section 3.9 to occur.

Conduct of Business Before the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by the Purchaser (1) During which consent shall not be unreasonably withheld or delayed), each of the Interim Period, the Vendor Vendors shall, and shall cause the Corporation LIBB or LIBC, as applicable, to, operate : (x) conduct the Business of LIBB or LIBC, as applicable, in the Ordinary CourseCourse consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization and Business of LIBB or LIBC, as applicable, and without to preserve the rights, franchises, goodwill, and relationships of such company’s employees, customers, lenders, suppliers, regulators, and others having business relationships therewith. Without limiting the generality of the foregoing, do from the followingdate hereof until the Closing Date, the Vendors shall cause LIBB or LIBC, as applicable, to: (a) preserve and maintain all of the Assets in the same condition as they now exist, ordinary wear and tear exceptedits Permits; (b) maintain all of the Corporate IP so that it is currentpay its debts, enforceable Taxes, and in good standingother obligations when due; (c) maintain the Corporation's booksAssets owned, records and accounts operated, or used by it in the Ordinary Coursesame condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) maintain the inventory of the Business continue in order to continue carrying on the Business in the Ordinary Coursefull force and effect without modification all Insurance Policies, except as required by applicable Law; (e) take all action to preserve the Business defend and the goodwill of the Corporation and protect its relationships with customers, suppliers, landlords, creditors and others having business dealings with it, to maintain in full force and effect all Material Contracts to which the Corporation is a party, and take all other action reasonably requested by the Purchaser in order that the Business and the condition of the Corporation will not be impaired during the Interim PeriodAssets from infringement or usurpation; (f) keep available the services of perform all its present officers and employeesobligations under all Contracts relating to or affecting its Assets or Business; (g) ensure that the Corporation performs maintain its Books and complies Records in accordance with all of its contractual obligations under all Contracts and complies with all Consentspast practice; (h) ensure that not make any loans, advances, or capital contributions to any Person other than all Liabilities owed by LIBB to the Corporation does not sell LIBB Vendor or otherwise dispose of (or pledge as security) any of the Assets, except inventory in the Ordinary Courseother Related Party; (i) maintain Working Capital sufficient not (A) make, change, revoke, or permit LIBB or LIBC, as applicable, to carry on the Business make, change, or revoke any Tax election, or file or cause to be filed an amended Tax Return, unless required by Law; or (B) make, or permit LIBB or LIBC, as applicable, to make, any change in the Ordinary Course and any Tax or accounting methods or policies or systems of internal accounting controls, except to conform to changes in no event less than the Minimum Working CapitalLaws related to Taxes or accounting requirements; (j) ensure that not (A) terminate (otherwise than for cause) the Corporation does not create any Encumbrance upon any of its Assets, other than in the Ordinary employment or create any guarantees or otherwise become liable for the obligations services of any other Person director, officer, or make manager except as contemplated by Schedule 3.21(a); or (B) grant any loans severance or advances termination pay to any Persondirector, officer, or manager or any other employee, except as required under any existing Contract or Benefit Plan or as required by Law; (k) ensure that the Corporation does not increase or promise to increase, comply in any manner, the compensation or employee benefits of any of its directors, officers or employees, or pay or agree to pay to any of its directors, officers or employees any pension, severance or termination amount or other employee benefit not required by any of the Benefit Plans and programs described in the Disclosure Letter;all material respects with all applicable Laws; and (l) keep in full force and effect all of the current insurance policies of the Corporation; (m) collect and manage Accounts Receivable and pay and manage accounts payable in the Ordinary Course, including not writing off as uncollectible take or permit any Accounts Receivable; (n) ensure action that the Corporation does not declare or pay any dividends, redeem or repurchase any shares in its share capital or make any other distributions in respect of its shares; (o) take all actions within its reasonable control to ensure that the representations and warranties of the Vendor in Section 3.1 remain true and correct at the Closing Time, with the same force and effect as if such representations and warranties were made at and as of the Closing Time; (p) subject to Laws, confer with the Purchaser concerning operational matters of a material nature; and (q) keep the confidentiality of any non-public, confidential or proprietary information of the Business or Corporation. (2) Without limiting the generality of the foregoing, during the Interim Period the Vendor will not, except with the prior written consent of the Purchaser, allow the Corporation to: (a) amend or approve any amendment to its articles, by-laws or other constating documents; (b) enter into any agreement with respect to the Business, except agreements made in the Ordinary Course; (c) terminate or waive any right of substantial value to the Business; (d) make any payments of whatsoever nature outside of the Ordinary Course to the Vendor, or any of its Affiliates; (e) make any capital expenditure or commitment to do so; (f) incur any increase in Indebtedness prior to the Closing Time; (g) make any material change with respect to any method of management, operation or accounting in respect of the Business; (h) remove the auditor or any director of the Corporation; (i) hire or terminate the employment of: (A) any officer of the Corporation; (B) any employee of the Corporation; or (C) any group of employees; (j) compromise or settle any Legal Proceeding relating to the Assets, the Business or Corporation; or (3) authorize, agree, or otherwise commit, whether or not in writing, to do would cause any of the foregoingchanges, events, or conditions described in Section 3.8 to occur.

Conduct of Business Before the Closing. (1) During the Interim Period, the Vendor shall, and shall cause the Corporation to, operate Buyer acknowledges that Sellers are operating the Business in the Ordinary Course, and without limiting the generality context of the foregoingBankruptcy Cases. Except (a) to the extent required by applicable Law or by Order of the Bankruptcy Court, do (b) to the followingextent required to be performed pursuant to the express terms of any Transaction Agreement or (c) for matters identified on Schedule 6.01, during the Pre-Closing Period: (a) maintain all of the Assets in the same condition as they now exist, ordinary wear Sellers shall use reasonable best efforts to (A) operate and tear excepted; (b) maintain all of the Corporate IP so that it is current, enforceable and in good standing; (c) maintain the Corporation's books, records and accounts in the Ordinary Course; (d) maintain the inventory of the Business in order to continue carrying on the Business in the Ordinary Course; (e) take all action to preserve the Business and the goodwill of the Corporation and its relationships with customers, suppliers, landlords, creditors and others having business dealings with it, to maintain in full force and effect all Material Contracts to which the Corporation is a party, and take all other action reasonably requested by the Purchaser in order that the Business and the condition of the Corporation will not be impaired during the Interim Period; (f) keep available the services of its present officers and employees; (g) ensure that the Corporation performs and complies with all of its contractual obligations under all Contracts and complies with all Consents; (h) ensure that the Corporation does not sell or otherwise dispose of (or pledge as security) any of the Assets, except inventory in the Ordinary Course; (i) maintain Working Capital sufficient to carry on conduct the Business in the Ordinary Course of Business, including (i) keeping available the services of the Business’ current officers, employees and consultants, (ii) complying in no event less all material respects with all applicable Law and Material Contracts, (iii) paying all Taxes with respect to the Transferred Assets as such Taxes become due and payable (subject to obtaining requisite Bankruptcy Court approval) and (iv) maintaining all existing Permits, (B) maintain the Transferred Assets substantially in their current condition (subject to ordinary wear and tear), (C) preserve in all material respects the present business operations, organization and goodwill of the Business, and the present relationships (contractual or otherwise) with all customers, employees, licensors, suppliers and others having a business relationship with the Business, and (D) maintain their books, accounts and records in the Ordinary Course of Business; and (b) unless Buyer otherwise consents in writing (such consent not to be unreasonably withheld, conditioned or delayed in the case of Sections 6.01(b)(x)(1) or (2), (xi), (xvi), (xviii), and (xxvi)), Sellers will not, and will cause their Affiliates not to, do any of the following (other than if and to the Minimum Working Capitalextent any of the following exclusively relate to and exclusively affect the Retained Businesses): (i) grant any Lien (other than as required under the DIP Financings) on any Transferred Assets (whether tangible or intangible), whether tangible or intangible, in each case, other than a Permitted Lien or a Lien that will be discharged at or prior to Closing; (jii) ensure acquire (by merger, consolidation, reorganization, business combination, acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division or assets (outside the Ordinary Course of Business) or equity of another Person; (iii) amend the organizational documents of any Seller or effectuate any recapitalization, reclassification, stock split or like change in the capitalization of any Seller, or adopt a plan of complete or partial liquidation or dissolution, in each case, that would reasonably be expected to impede, prevent or delay the Corporation does not create Transactions; (iv) issue, sell, grant or otherwise dispose of any Encumbrance upon of the Equity Interests or other securities of any Seller or amend any term of any of such Seller’s outstanding Equity Interests or other securities, in each case, that would reasonably be expected to impede, prevent or delay the Transactions; (v) (A) make any declaration or payment of, or set aside funds for, any dividend or other distribution with respect to any of its Assetscapital stock or other Equity Interests, other than cash distributions to a Seller or (B) repurchase, redeem, or otherwise acquire or cancel any of its capital stock or other Equity Interests; (vi) except for any such Debt or guaranty that will be discharged at or prior to the Closing or trade accounts payable incurred in the Ordinary Course of Business, incur or create issue any guarantees Debt, or assume, grant, guarantee or endorse, or otherwise as an accommodation become liable for the responsible for, any Debt or other obligations of any other Person or make any loans or advances to any Person; (kvii) ensure that (A) merge or consolidate with any Person; (B) acquire any properties or assets, except in the Corporation does not increase Ordinary Course of Business or promise to increase(C) make any loan, in advance or capital contribution to, acquire any mannerEquity Interests in, the compensation or employee benefits otherwise make any investment in, any Person; (viii) sell, transfer, lease, sublease or otherwise dispose of any Transferred Assets other than sales of its directorsimmaterial assets in the Ordinary Course of Business or as required under this Agreement; (ix) sell, officers transfer, assign, lease, license, encumber, abandon or employeespermit to lapse or expire, fail to maintain or permit to fall into the public domain any material Business Intellectual Property, or pay disclose any Trade Secrets included in the Business Intellectual Property to any Person other than pursuant to a confidentiality agreement; (1) increase the wages, salaries, or bonuses payable to any Covered Employee having a base compensation in excess of $175,000, (2) increase the wages, salaries, or bonuses payable to any Covered Employee having a base compensation at or less than $175,000 outside of the Ordinary Course of Business, (3) enter into, adopt, amend or terminate, or increase any benefits under any Employee Plan or any plan, program, arrangement, policy, practice or agreement that would have been an Employee Plan if it had been in existence on the date of this Agreement (including, for the avoidance of doubt, with respect to any Employee Plan that is not for the benefit of any Covered Employee or former employee or other individual service provider of the Sellers if such action could result in materially increased costs or Liability to Buyer or its Affiliates), (4) grant or agree to grant any equity or equity-based award, deferred compensation, severance, termination, change-in-control or retention pay or any cash incentive compensation to any of its directors, officers Covered Employee or employees any pension, severance or termination amount former employee or other individual service provider of a Seller, (5) make or forgive any loans to any Covered Employee or former employee benefit not or other individual service provider of a Seller (other than advances of expenses made in the Ordinary Course of Business consistent with past practice), and (6) accelerate or agree to accelerate the time of payment or vesting of, or the lapsing of restrictions with respect to, or fund or otherwise secure the payment of, any compensation or benefits under any Employee Plan, except, in each either case, (x) as required by any Employee Plan, as applicable, in effect as of the Benefit Plans date hereof and programs described in the Disclosure Letterdisclosed on Schedule 4.12(a), or (y) as required by applicable Law; (lxi) hire, engage, terminate (other than for cause) or furlough the employment or engagement of any Covered Employee who earns or will earn (or prior to such termination, did earn) annual compensation in excess of $175,000; (xii) enter into any settlement, waiver, compromise or release with respect to any material Action related to the Business; (xiii) except as required by applicable Law, transfer internally (including in response to a request for transfer by a Covered Employee), or otherwise materially alter the duties and responsibilities of, any service provider in a manner that would affect whether such employee, service provider, or contractor is or is not classified as a Covered Employee; (xiv) with respect to the Business, take any action that would constitute a “mass layoff” or “plant closing” within the meaning of, or would otherwise trigger notice requirements or liability under, the WARN Act; (A) recognize any Union as the bargaining representative for any Covered Employee or (B) make any statement or take any action that would cause Buyer or its Affiliates to be a “perfectly clear successor” (as defined by the National Labor Relations Board and courts interpreting the National Labor Relations Act) to any bargaining relationship with any Union; (xvi) amend, modify or supplement in any material respect or terminate any Material Contract (other than termination of expiration of any Material Contract in accordance with its terms), or enter into any Contract that would have been required to be disclosed as a Material Contract on Schedule 4.11(a), had it been entered into prior to the Agreement Date; (xvii) fail to maintain and keep in full force and effect in all of the current material respects all existing insurance policies of (or replacement policies on substantially equivalent terms) for the Corporation; (m) collect and manage Accounts Receivable and pay and manage accounts payable in the Ordinary Course, including not writing off as uncollectible any Accounts Receivable; (n) ensure that the Corporation does not declare or pay any dividends, redeem or repurchase any shares in its share capital or make any other distributions in respect of its shares; (o) take all actions within its reasonable control to ensure that the representations and warranties of the Vendor in Section 3.1 remain true and correct at the Closing Time, with the same force and effect as if such representations and warranties were made at and as of the Closing Time; (p) subject to Laws, confer with the Purchaser concerning operational matters of a material nature; and (q) keep the confidentiality of any non-public, confidential or proprietary information benefit of the Business or Corporation.the Transferred Assets (including the Insurance Policies), other than such insurance policies that expire by their terms (in which event Sellers shall use commercially reasonable efforts to renew or replace such insurance policies) or changes to such insurance policies made in the Ordinary Course of Business, or fail to report known claims to any insurance carrier in a timely manner; (xviii) demolish or remove any Improvement on the Sellers Leased Real Property or erect Improvements on such Lease or any portion thereof; (A) accelerate collection of notes or accounts receivable in advance of their regular due dates or the dates when the same would have been collected in the Ordinary Course of Business, (B) delay or accelerate payment of any account payable in advance of its due date or the date such liability would have been paid in the Ordinary Course of Business, (C) make any material changes to cash management policies or (D) materially delay or postpone the repair or maintenance of the Transferred Assets; (xx) fail to maintain any customer lists or other books and records of the Business in the Ordinary Course of Business; (xxi) destroy or fail to preserve any customer data except to the extent required by applicable Law and in the Ordinary Course of Business; (xxii) change or modify any material accounting practice, policy or procedure, including payment of accounts payable or collection of accounts receivables, except as required by GAAP or applicable Law; (xxiii) (1) make, change, or rescind any material election or material method of accounting relating to Taxes, except as required by GAAP or applicable Law, (2) Without limiting the generality of the foregoing, during the Interim Period the Vendor will not, except with the prior written consent of the Purchaser, allow the Corporation to: (a) amend or approve file any amendment to its articles, by-laws income or other constating documents; material Tax Return (bother than in the Ordinary Course of Business consistent with past practice and pursuant to applicable Law), (3) enter into any closing agreement or any other agreement with respect to Taxes with any Government Authority, (4) surrender any right or claim to a refund of material Taxes or commence, settle, or compromise any Tax proceeding in respect of material Taxes, or (5) consent to any extension or waiver of the Businessstatute of limitations period relating to any Taxes or Tax Returns, in each case, to the extent relating to the Transferred Assets or the Assumed Liabilities; (xxiv) take any action that would reasonably be expected to cause the failure of any condition contained in Article X; (xxv) enter into any new line of business or discontinue any line of business of the Business or any material business operations; (xxvi) make or commit to make any capital expenditures other than capital expenditures contemplated by the capital expenditure budget previously provided to Buyer, or fail to make any capital expenditure set forth in such budget, except agreements for capital expenditures (A) relating to the maintenance of the Transferred Assets made in the Ordinary Course; (c) terminate Course of Business or waive any right of substantial value to the Business; (d) make any payments of whatsoever nature outside of the Ordinary Course to the Vendor, or any of its Affiliates; (e) make any capital expenditure or commitment to do so; (f) incur any increase in Indebtedness prior to the Closing Time; (g) make any material change with respect to any method of management, operation or accounting in respect of the Business; (h) remove the auditor or any director of the Corporation; (i) hire or terminate the employment of: (A) any officer of the Corporation; (B) in order to address any employee of the Corporation; safety-related or (C) any group of employees; (j) compromise or settle any Legal Proceeding relating to the Assets, the Business or Corporationemergency situation; or (3xxvii) authorize, agree, agree or otherwise commit, whether or not in writing, commit to do any of the foregoing.

Conduct of Business Before the Closing. Except (1a) During as required by applicable Law, (b) as required in connection with any Transaction Agreement or (c) for matters identified on Schedule 5.01, during the Interim Pre-Closing Period, the Vendor : (i) The Company shall, and shall cause the Corporation Company Subsidiaries to, use reasonable best efforts to (w) operate the Business in all material respects in the Ordinary Courseordinary course of business and preserve the present business operations, organization and goodwill of the Business, and without limiting the generality present relationships with material customers of the foregoingBusiness, do the following: (a) maintain all of the Assets in the same condition as they now exist, ordinary wear and tear excepted; (b) maintain all of the Corporate IP so that it is current, enforceable and in good standing; (c) maintain the Corporation's books, records and accounts in the Ordinary Course; (d) maintain the inventory material suppliers of the Business in order to continue carrying on the Business in the Ordinary Course; (e) take all action to preserve the Business and the goodwill creditors of the Corporation and its relationships with customersBusiness, suppliers, landlords, creditors and others having business dealings with it, to maintain in full force and effect all Material Contracts to which the Corporation is a party, and take all other action reasonably requested by the Purchaser in order that the Business and the condition of the Corporation will not be impaired during the Interim Period; (fx) keep available the services of its their present officers and other key employees; , (gy) ensure maintain all Insurance Policies or substitutes therefor and (z) continue to accrue and collect accounts receivable, accrue and pay accounts payable, establish reserves for uncollectible accounts and manage inventory, in each case, in the ordinary course of business, in accordance with past custom and practice; provided that each of the Company and the Company Subsidiaries may take such actions as it deems reasonably necessary in its reasonable business judgment in order to mitigate, remedy, respond to or otherwise address the effects or impact of the coronavirus (COVID-19) pandemic, including complying with any Order, guidance, shelter in place and non-essential business orders by any Government Authority or measures to protect the health or safety of any Person (any such action, a “COVID-19 Response”); provided, further, that following any such COVID-19 Response, to the extent that the Corporation performs and complies with all of its contractual obligations under all Contracts and complies with all Consents; (h) ensure that the Corporation does not sell Company or otherwise dispose of (or pledge as security) any of the Assets, except inventory Company Subsidiaries took any actions pursuant to the immediately preceding proviso that caused deviations from its business being conducted in the Ordinary Course; (i) maintain Working Capital sufficient ordinary course of business, the Company shall, and shall cause the Company Subsidiaries to, use reasonable best efforts to carry on resume conducting the Business Company’s or such Company Subsidiary’s, as applicable, business in the Ordinary Course and ordinary course of business in no event less than the Minimum Working Capital; (j) ensure that the Corporation does not create any Encumbrance upon any of its Assets, other than in the Ordinary or create any guarantees or otherwise become liable for the obligations of any other Person or make any loans or advances to any Person; (k) ensure that the Corporation does not increase or promise to increase, in any manner, the compensation or employee benefits of any of its directors, officers or employees, or pay or agree to pay to any of its directors, officers or employees any pension, severance or termination amount or other employee benefit not required by any of the Benefit Plans and programs described in the Disclosure Letter; (l) keep in full force and effect all of the current insurance policies of the Corporation; (m) collect and manage Accounts Receivable and pay and manage accounts payable in the Ordinary Course, including not writing off material respects as uncollectible any Accounts Receivable; (n) ensure that the Corporation does not declare or pay any dividends, redeem or repurchase any shares in its share capital or make any other distributions in respect of its shares; (o) take all actions within its reasonable control to ensure that the representations and warranties of the Vendor in Section 3.1 remain true and correct at the Closing Time, with the same force and effect soon as if such representations and warranties were made at and as of the Closing Time; (p) subject to Laws, confer with the Purchaser concerning operational matters of a material naturereasonably practicable; and (q) keep the confidentiality of any non-public, confidential or proprietary information of the Business or Corporation. (2ii) Without limiting the generality of the foregoing, during unless Buyer otherwise consents in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Interim Period the Vendor will Company shall not, except with the prior written consent and shall cause each of the PurchaserCompany Subsidiaries not to, allow do any of the Corporation tofollowing: (a1) change or amend or approve any amendment to of its articlescertificate of incorporation, by-laws articles of association, bylaws or other constating organizational documents; (b2) change or amend that certain Shareholders’ Agreement of the Company, dated as of August 27, 2020, by and among the Company and each stockholder of the Company party thereto (as amended as of September 27, 2020) in any way that would adversely affect Buyer or prevent or materially impair or delay the ability of either the Company or Buyer to consummate the Transactions or alter the definitions of “Favored Sale” or “Common Share Trigger” or the voting thresholds related thereto; (3) grant any Lien on any Asset, except in the ordinary course of business, other than a Permitted Lien or a Lien that will be discharged at or prior to the Closing; (4) (i) fail to maintain its existence, acquire (by merger, consolidation, acquisition of stock or assets or otherwise) or merge or consolidate with, or purchase any equity of or any material portion of the assets of, any corporation, partnership or other business organization or division or (ii) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of the Company Subsidiaries (other than the Transactions); (5) except for any such Debt or guaranty that will be discharged at or prior to the Closing, incur or issue any Debt, or assume, grant, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person; (6) issue or sell any additional shares of, or other equity interests in, the Company or the Company Subsidiaries, or securities convertible into or exchangeable for such shares or equity interests, or issue or grant any options, warrants, calls, subscription rights or other rights of any kind to acquire such shares, other equity interests or securities; (7) sell, assign, transfer, lease, license or allow to lapse any rights in any material Business Intellectual Property, except for non-exclusive licenses to third parties in the ordinary course of business; (8) disclose any Trade Secret held by the Company or any Company Subsidiary as a trade secret related to the Business (except pursuant to a written agreement restricting the disclosure and use of such trade secrets in the ordinary course of business); (9) sell, transfer, lease, sublease, abandon, cancel, let lapse or convey or otherwise dispose of any Assets having a value in excess of $250,000, other than in the ordinary course of business or as requested by a Government Authority; (10) fail to timely file any material Tax Return required to be filed (after taking into account any extensions) by the applicable entity, prepare any material Tax Return on a basis inconsistent with past practice, fail to timely pay any material Tax that is due and payable by the applicable entity, surrender any claim for a refund of a material amount of Taxes, enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local, or non-U.S. law) with respect to a material amount of Taxes, make or change any material Tax election or adopt or change any material Tax accounting method, file any amendment to a material Tax Return, enter into any agreement with a Government Authority with respect to material Taxes, settle or compromise any claim or assessment by a Government Authority in respect of material Taxes, consent to any extension or waiver of the statutory period of limitations applicable to any claim or assessment in respect of material Taxes, or enter into any material Tax sharing or similar agreement (other than any agreement not primarily related to Taxes entered into in the ordinary course of business); (11) other than in the ordinary course of business, enter into any settlement or release with respect to any material Action (which shall include, but not be limited to, any pending or threatened Action) relating to the Business other than any settlement or release that (1) results in a full release of the Company or the applicable Company Subsidiary with respect to the claims giving rise to such Action, or (2) involves the payment of Liabilities reflected or reserved against in full in the Financial Statements; (12) acquire any real property; (13) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any material change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person, except advances to employees or officers of the Company or the Company Subsidiaries in the ordinary course of business; (14) enter into any agreement with respect that materially restricts the ability of the Company or any of the Company Subsidiaries to engage or compete in any line of business, or enter into any agreement that materially restricts the Business, except agreements made in ability of the Ordinary CourseCompany or any of the Company Subsidiaries to enter a new line of business; (c15) terminate enter into, renew or waive amend in any right of substantial value to the Businessmaterial respect any Company Affiliate Agreement; (d16) make other than in the ordinary course of business, enter into, amend any payments material term of whatsoever nature or terminate any renewal option under any material Real Property Lease; (17) materially amend or terminate any Material Contract or enter into any contract that would have been a Material Contract if it had been entered into prior to the Agreement Date, in each case, other than in the ordinary course of business; (18) (i) make, declare, pay or set aside any dividends or distributions on any capital stock of the Company (in cash or in kind) to the stockholders of the Company in their capacities as stockholders, (ii) effect any recapitalization, reclassification, split or other change in its capitalization, (iii) authorize for issuance, issue, sell, transfer, pledge, encumber, dispose of or deliver any additional shares of its capital stock or securities convertible into or exchangeable for shares of its capital stock, or issue, sell, transfer, pledge, encumber or grant any right, option or other commitment for the issuance of shares of its capital stock, or split, combine or reclassify any shares of its capital stock or (iv) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any shares of its capital stock or other equity interests; (19) other than as set forth in the CapEx Budget, made available to Buyer, enter into any commitment for capital expenditures in excess of $500,000 in the aggregate; (20) enter into any material new line of business outside of the Ordinary Course to Business currently conducted by the Vendor, or any Company and the Company Subsidiaries as of its Affiliatesthe Agreement Date; (e) make any capital expenditure or commitment to do so; (f) incur any increase in Indebtedness prior to the Closing Time; (g21) make any material change in financial accounting methods, principles or practices, except insofar as may have been required by a change in GAAP (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization) or applicable Law; (22) voluntarily fail to maintain coverage under any of the Insurance Policies in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to any method of managementthe Company and the Company Subsidiaries and their assets and properties, operation or accounting in respect of the Businesscancel or materially change such Insurance Policies; (h23) remove take any action with respect to (x) any Service Provider of the auditor Company or any director Company Subsidiary (including with respect to hiring any new Service Provider or firing of any Service Provider) or (y) Employee Plans, in each case, outside of the Corporationordinary course of business consistent with past practice; provided, that, for purposes of this Section 5.01(ii)(23), “ordinary course of business consistent with past practice” shall not be construed to include any retention bonuses or arrangements similar to those issued by the Company or its subsidiaries prior to the date hereof; (i24) hire (I) change or terminate the employment of: amend any Existing Credit Agreement and/or any “Credit Document” as defined therein, including each Signing Date Amendment, and/or (AII) waive any officer obligation of the Corporation; (B) any employee of the Corporation; lender that is, or (C) becomes, party to any group of employees; (j) compromise or settle any Legal Proceeding relating to the Assets, the Business or CorporationSigning Date Amendment; or (325) authorize, agree, or otherwise commit, whether or not in writing, enter into any legally binding commitment with respect to do any of the foregoing.

Conduct of Business Before the Closing. (1a) During Except (x) as required to comply with applicable Law, (y) as otherwise expressly contemplated by this Agreement or the Interim Period, the Vendor shallPre-Closing Reorganization, and (z) for matters identified in Section 6.01 of the Disclosure Schedule, during the Pre-Closing Period unless Buyer otherwise consents in writing in advance (which consent shall not be unreasonably withheld, conditioned or delayed), Seller will, and will cause its Affiliates (including the Corporation Transferred Entities) to, operate (a) conduct the Business in the Ordinary Courseordinary course of business, (b) use commercially reasonable efforts to preserve intact the Business’s organizations, goodwill and relationship with customers, suppliers and others having material business relationships with the Business, and without limiting (c) solely with respect to the generality Business and the Transferred Entities, not do any of the foregoing, do the following: (ai) maintain all grant any Lien on the Transferred Equity Interests or the Equity Interests of the Business Subsidiaries, any Assets or Transferred Assets (in each case, whether tangible or intangible) or the same condition as they now existOwned Real Property or Leased Real Property, ordinary wear and tear exceptedother than granting a Permitted Lien on any Assets or Transferred Assets; (bii) maintain all acquire (by merger, consolidation, acquisition of Equity Interests or assets or otherwise) (A) any corporation, partnership or other business organization or division or (B) assets or other properties of any other Person, other than (x) for an amount not exceeding $1,000,000 in the Corporate IP so that it is current, enforceable and aggregate (but which shall not include real property) or (y) inventory in good standingthe ordinary course of business; (ciii) maintain the Corporation's booksincur any debt for borrowed money, records and accounts in the Ordinary Course; (d) maintain the inventory of the Business in order to continue carrying on the Business in the Ordinary Course; (e) take all action to preserve the Business and the goodwill of the Corporation and its relationships with customersissue any debt securities or assume, suppliersgrant, landlordsguarantee or endorse, creditors and others having business dealings with it, to maintain in full force and effect all Material Contracts to which the Corporation is a party, and take all other action reasonably requested by the Purchaser in order that the Business and the condition of the Corporation will not be impaired during the Interim Period; (f) keep available the services of its present officers and employees; (g) ensure that the Corporation performs and complies with all of its contractual obligations under all Contracts and complies with all Consents; (h) ensure that the Corporation does not sell or otherwise dispose of (or pledge as security) any of the Assetsan accommodation become responsible for, except inventory in the Ordinary Course; (i) maintain Working Capital sufficient to carry on the Business in the Ordinary Course and in no event less than the Minimum Working Capital; (j) ensure that the Corporation does not create any Encumbrance upon any of its Assets, other than in the Ordinary or create any guarantees or otherwise become liable for the obligations of any other Person Person, or make any loans or advances (in each case, other than pursuant to any Personintercompany borrowing arrangements (1) that will be settled or repaid in full, or canceled or terminated, at or before the Closing in accordance with Section 6.07 or (2) solely between or among the Transferred Entities); (kiv) ensure issue or sell any additional Equity Interests in the Transferred Entities, or securities convertible into or exchangeable for such Equity Interests (other than, in each case, the issuance or sale of Equity Interests in one Transferred Entity to another Transferred Entity), or issue or grant any options, warrants, calls, subscription rights or other rights of any kind to acquire such Equity Interests or securities, or liquidate or dissolve any of the Transferred Entities; (v) sell, assign, license, abandon, let lapse, transfer, lease, sublease or otherwise dispose of any Assets or Transferred Assets having a value in excess of $1,000,000 in the aggregate or, with respect to Intellectual Property, that are otherwise material, other than sale of inventory or non-exclusive license granted in the Corporation does ordinary course of business; (vi) modify any privacy policy or the operation or security of any the IT Assets used in the Business in any manner that is materially adverse to the Business, except as required by applicable Law; (vii) (A) grant or announce any increase in the wages, salaries, compensation, bonuses, or incentives payable to any Business Employee except for increases in salary or wages to Business Employees who are not officers of a Transferred Entity and only to the extent such increases are made in the ordinary course of business consistent with past practice, (B) establish or increase or promise to increaseincrease any benefits under any Employee Plan, in (C) grant any manner, new or amend the compensation or employee benefits terms of any of its directors, officers or employees, or pay or agree to pay to any of its directors, officers or employees any pensionexisting retention, severance or termination payments (including any “double trigger” awards or bonuses) or equity or equity-based awards, (D) hire, promote or engage any employee or individual independent contractor or terminate the employment or engagement, other than for cause, of any employee or individual independent contractor if such employee or individual independent contractor will receive, or does receive, annual base compensation in excess of $200,000, (E) transfer the employment of any Business Employee to an entity that is not a Transferred Entity or of any employee of Seller and its Affiliates who is not a Business Employee to a Transferred Entity, except, in each case, as required by Law or required by the terms of any Employee Plan as in effect on the Agreement Date; (viii) make any change in any material method of accounting or accounting practice or policy used by the Business in the preparation of its financial statements, other than such changes as are consistent with the Transaction Accounting Principles or changes required by GAAP or applicable Law; (ix) enter into any settlement or release with respect to any Action related to the Business other than (A) any settlement or release that contemplates only the payment of money in an amount not exceeding $1,000,000 in the aggregate without ongoing limits on the conduct or operation of the Business and results in a full release of the claims giving rise to such Action, or (B) any settlement or release involving the payment of liabilities to the extent that, with respect to any matter, such payment does not exceed the applicable amount reflected or reserved against in full in the Financial Statements; provided, however, that in the case of clause (A) and (B), (x) such amounts are paid in full prior to the Effective Time or reflected as a Currently Liability in the calculation of Net Working Capital, and (y) such settlement or release shall not (1) reasonably be expected to have an adverse effect on another Action with underlying facts substantially similar to such Action made or, to the Knowledge of Seller, threatened against, the Business, the Transferred Entities, the Assets or the Transferred Assets, (2) involve a criminal Action or admission of wrongdoing or (3) impose material ongoing limitations on the conduct or operation of the Business that will remain in effect after the Closing Date; (x) recognize any labor union as the representative of any Business Employees, or enter into or modify in any material respect, any collective bargaining agreement or other agreement with a labor union, works council or other employee benefit representative body; provided, that Seller and the Asset Sellers shall in all events comply with Section 8.06, including in connection with the Pre-Closing Reorganization; (xi) amend the organizational documents of the Transferred Entities; (xii) enter into, renew, waive any material provision of, amend in any material respect or terminate any Material Contract (or any Contract that (A) would qualify as such had such Contract been entered into prior to the Agreement Dates, (B) is with a customer of the Business pursuant to which the Business receives annual payments in excess of $4,500,000 or (C) is with a supplier of the Business involving annual expenditures by the Business in excess of $3,000,000); provided, that this clause (xii) will not required by apply to any such action taken in the ordinary course of business with respect to any Contract (or series of related Contracts) of the type described in Section 4.13(a)(i) involving payments to any Transferred Entity of less than $10,000,000 in the aggregate (the “Specified Material Contract Exception”); provided, further, that the Specified Material Contract Exception shall not apply to any Contract that constitutes a Material Contract under any other subsection of Section 4.13(a); (xiii) cancel or allow to terminate any Insurance Policy related to the Business or allow any of the Benefit Plans and programs described in coverage thereunder to lapse, unless simultaneously with such cancellation, termination or lapse replacement coverage equal to or greater than the Disclosure Letter; (l) keep existing coverage is in full force and effect all of the current insurance policies of the Corporationwith no gap in coverage; (mxiv) collect and manage Accounts Receivable and pay and manage accounts payable in the Ordinary Course(A) make, including not writing off as uncollectible change, or revoke any Accounts Receivable; material Tax election, (nB) ensure that the Corporation does not declare adopt or pay change any dividendsmaterial Tax accounting method, redeem or repurchase any shares in its share capital or make any other distributions in respect of its shares; (o) take all actions within its reasonable control to ensure that the representations and warranties of the Vendor in Section 3.1 remain true and correct at the Closing Time, with the same force and effect as if such representations and warranties were made at and as of the Closing Time; (p) subject to Laws, confer with the Purchaser concerning operational matters of a material nature; and (q) keep the confidentiality of any non-public, confidential or proprietary information of the Business or Corporation. (2) Without limiting the generality of the foregoing, during the Interim Period the Vendor will not, except with the prior written consent of the Purchaser, allow the Corporation to: (a) amend or approve any amendment to its articles, by-laws or other constating documents; (bC) enter into any closing agreement or similar agreement with respect to material Taxes, (D) settle, compromise or surrender any material Tax Claim asserted against any Transferred Entity, (E) request or consent to any extension, modification or waiver of any statute of limitations in respect of material Taxes or Tax Returns (other than the Businessfiling of Tax Returns pursuant to a non-discretionary extension), except agreements made (F) affirmatively surrender any claim for a refund of material Taxes, or (G) apply for or request for any Tax ruling, except, in each case, that would not reasonably be expected to adversely affect the Ordinary Course; (c) terminate or waive any right Tax liability of substantial value to the Business; (d) make any payments of whatsoever nature outside of the Ordinary Course to the Vendor, Buyer or any of its AffiliatesAffiliates (including any Transferred Entity after the Closing Date to the extent such Tax liability exceeds the amount included in Accrued Income Taxes or Net Working Capital); (exv) make or declare any capital expenditure (A) non-cash dividend or commitment to do so; non-cash distribution; or (fB) incur any increase in Indebtedness prior to the Closing Time; (g) make any material change with respect to any method of management, operation cash dividend or accounting cash distribution in respect of the BusinessEquity Interests of any Transferred Entity other than (y) any cash dividend or cash distribution solely to the extent such cash dividend or cash distribution is paid in full prior to the Effective Time, and, for the avoidance of doubt (z) any Profit Transfer Amount or advance payment on any Profit Transfer Amount; (hxvi) remove effect or announce a group reduction in force which would trigger the auditor notice requirements or any director other protections of the Corporation; WARN Act (i) hire or terminate including any such action in connection with the employment of: (A) any officer of the Corporation; (B) any employee of the Corporation; or (C) any group of employees; (j) compromise or settle any Legal Proceeding relating to the Assets, the Business or CorporationPre-Closing Reorganization); or (3xvii) authorize, agree, or otherwise commit, whether or not in writing, enter into any legally binding commitment with respect to do any of the foregoing. (b) Notwithstanding anything in this Agreement to the contrary, prior to the Effective Time, the bank accounts of the Transferred Entities shall continue to be subject to Seller’s and its Affiliates’ daily cash sweep in its sole discretion. (c) Nothing in this Section 6.01 shall be deemed to limit in any manner Seller’s and its Affiliates’ ability to make any of the transfers of Excluded Assets and Excluded Liabilities as contemplated by the Pre-Closing Reorganization.

Conduct of Business Before the Closing. From the Effective Date until the Closing, except as otherwise provided in this Agreement or consented to in writing by the Purchaser (1) During the Interim Periodwhich consent shall not be unreasonably withheld or delayed), the Vendor shall, and shall cause the Corporation Kings Subsidiaries to, operate : (i) conduct the Business of the Kings Subsidiaries in the Ordinary Course; and (ii) use commercially reasonable efforts to maintain and preserve intact the current organization and Business of the Kings Subsidiaries and to preserve the rights, franchises, goodwill and relationships of its Employees, Independent Contractors, customers, lenders, suppliers, regulators and others having business relationships with the Kings Subsidiaries. Without limiting the foregoing, from the Effective Date until the Closing Date, the Vendor shall, with respect to each of the Kings Subsidiaries, unless required in the Ordinary Course, and without limiting the generality shall cause each of the foregoing, do the followingKings Subsidiaries to: (a) preserve and maintain all of the Assets in the same condition as they now exist, ordinary wear and tear exceptedits Permits; (b) maintain all of the Corporate IP so that it is currentpay its debts, enforceable Taxes and in good standingother obligations when due; (c) maintain the Corporation's booksAssets owned, records and accounts operated or used by the Kings Subsidiaries in the Ordinary Coursesame condition as they were on the Effective Date, subject to reasonable wear and tear; (d) maintain the inventory of the Business continue in order to continue carrying on the Business in the Ordinary Coursefull force and effect without modification all Insurance Policies, except as required by applicable Law; (e) take all action to preserve the Business defend and the goodwill of the Corporation and protect its relationships with customers, suppliers, landlords, creditors and others having business dealings with it, to maintain in full force and effect all Material Contracts to which the Corporation is a party, and take all other action reasonably requested by the Purchaser in order that the Business and the condition of the Corporation will not be impaired during the Interim PeriodAssets from infringement or usurpation; (f) keep available the services perform all of its present officers and employeesobligations under all Contracts relating to or affecting the Assets or the Business; (g) ensure that maintain the Corporation performs Books and complies Records in accordance with all of its contractual obligations under all Contracts and complies with all Consentspast practice; (h) ensure that the Corporation does not sell make any loans, advances, dividends, or otherwise dispose of (capital contributions to, or pledge as security) enter into or consummate any of the Assetssimilar transaction with, except inventory in the Ordinary Courseany Person; (i) maintain Working Capital sufficient not (i) make, change or revoke, or permit any of the Kings Subsidiaries to carry on make, change or revoke, any Tax election, or file or cause to be filed an amended Tax Return unless required by Law or (ii) make, or permit any of the Business Kings Subsidiaries to make, any change in the Ordinary Course and any Tax or accounting methods or policies or systems of internal accounting controls, except to conform to changes in no event less than the Minimum Working CapitalLaws related to Taxes or accounting requirements; (j) ensure that not (i) terminate (otherwise than for cause) the Corporation does not create any Encumbrance upon any of its Assets, other than in the Ordinary employment or create any guarantees or otherwise become liable for the obligations services of any other Person director, officer or make manager or (ii) grant any loans severance or advances termination pay to any Persondirector, officer or manager or any other Employee or Independent Contractor except as required under any existing Contract or Benefit Plan or as required by Law; (k) ensure that the Corporation does not increase or promise to increase, comply in any manner, the compensation or employee benefits of any of its directors, officers or employees, or pay or agree to pay to any of its directors, officers or employees any pension, severance or termination amount or other employee benefit not required by any of the Benefit Plans and programs described in the Disclosure Letter;all material respects with all applicable Laws; and (l) keep in full force and effect all of the current insurance policies of the Corporation; (m) collect and manage Accounts Receivable and pay and manage accounts payable in the Ordinary Course, including not writing off as uncollectible take or permit any Accounts Receivable; (n) ensure action that the Corporation does not declare or pay any dividends, redeem or repurchase any shares in its share capital or make any other distributions in respect of its shares; (o) take all actions within its reasonable control to ensure that the representations and warranties of the Vendor in Section 3.1 remain true and correct at the Closing Time, with the same force and effect as if such representations and warranties were made at and as of the Closing Time; (p) subject to Laws, confer with the Purchaser concerning operational matters of a material nature; and (q) keep the confidentiality of any non-public, confidential or proprietary information of the Business or Corporation. (2) Without limiting the generality of the foregoing, during the Interim Period the Vendor will not, except with the prior written consent of the Purchaser, allow the Corporation to: (a) amend or approve any amendment to its articles, by-laws or other constating documents; (b) enter into any agreement with respect to the Business, except agreements made in the Ordinary Course; (c) terminate or waive any right of substantial value to the Business; (d) make any payments of whatsoever nature outside of the Ordinary Course to the Vendor, or any of its Affiliates; (e) make any capital expenditure or commitment to do so; (f) incur any increase in Indebtedness prior to the Closing Time; (g) make any material change with respect to any method of management, operation or accounting in respect of the Business; (h) remove the auditor or any director of the Corporation; (i) hire or terminate the employment of: (A) any officer of the Corporation; (B) any employee of the Corporation; or (C) any group of employees; (j) compromise or settle any Legal Proceeding relating to the Assets, the Business or Corporation; or (3) authorize, agree, or otherwise commit, whether or not in writing, to do would cause any of the foregoingchanges, events or conditions described in Section 3.8 to occur.

Conduct of Business Before the Closing. (1a) During Except as required by applicable Law or as otherwise expressly contemplated by or necessary pursuant to any Transaction Agreement, and except for matters identified on Section 6.01(a) of the Interim Disclosure Schedules, during the Pre-Closing Period, the Vendor shallunless Buyer otherwise consents in writing in advance (which consent shall not be unreasonably withheld, conditioned or delayed), Seller will, and shall will cause the Corporation other Seller Parties to, operate (A) conduct the Business in the Ordinary Courseordinary course of business consistent with past practice, (B) use commercially reasonable efforts consistent with past practice to preserve existing business relationships, operations, rights, goodwill and relationships with Business Employees, and without limiting others who conduct business with the generality Business, (C) use commercially reasonable efforts consistent with past practices to preserve and maintain intact the relationship with the Obligors in respect of Transferred Assets, and (D) solely with respect to the foregoingBusiness (including the Business Employees), the Transferred Assets and Assumed Liabilities, not do any of the following: (ai) maintain all of the Assets grant any Lien (other than a Permitted Lien) except in the same condition as they now exist, ordinary wear and tear exceptedcourse of business consistent with past practice on any Transferred Asset (whether tangible or intangible); (bii) maintain all of the Corporate IP so that it is currentsell, enforceable and in good standing; (c) maintain the Corporation's bookstransfer, records and accounts in the Ordinary Course; (d) maintain the inventory of the Business in order assign, convey, lease, sublease, license, offer to continue carrying on the Business in the Ordinary Course; (e) take all action to preserve the Business and the goodwill of the Corporation and its relationships with customerssell, suppliersabandon, landlords, creditors and others having business dealings with it, to maintain in full force and effect all Material Contracts to which the Corporation is a party, and take all other action reasonably requested by the Purchaser in order that the Business and the condition of the Corporation will not be impaired during the Interim Period; (f) keep available the services of its present officers and employees; (g) ensure that the Corporation performs and complies with all of its contractual obligations under all Contracts and complies with all Consents; (h) ensure that the Corporation does not sell let lapse or otherwise dispose of (any Transferred Financing Contract or pledge as security) any other material Transferred Asset or the other material assets of the AssetsBusiness or grant any exclusive licenses to any material Transferred Intellectual Property, except inventory including through any syndication or participation transaction (in the Ordinary Course; (i) maintain Working Capital sufficient to carry on case of any such other material Transferred Asset or the Business in other such material assets of the Ordinary Course and in no event less than the Minimum Working Capital; (j) ensure that the Corporation does not create any Encumbrance upon any of its AssetsBusiness, other than in the Ordinary or create any guarantees or otherwise become liable for the obligations ordinary course of any other Person or make any loans or advances to any Personbusiness consistent with past practice); (kiii) ensure that the Corporation does not increase with respect to underwriting, originating, acquiring, syndicating or promise servicing (or buying or selling rights to increaseservice), in any mannerTransferred Assets, the compensation or employee benefits of any of its directors, officers or employees, or pay or agree to pay to any of its directors, officers or employees any pension, severance or termination amount or other employee benefit not except as may be required by any of Government Authority or the Benefit Plans and programs described in the Disclosure Letter; (l) keep in full force and effect all of the current insurance policies of the Corporation; (m) collect and manage Accounts Receivable and pay and manage accounts payable in the Ordinary Course, including not writing off as uncollectible any Accounts Receivable; (n) ensure that the Corporation does not declare or pay any dividends, redeem or repurchase any shares in its share capital or make any other distributions in respect of its shares; (o) take all actions within its reasonable control to ensure that the representations and warranties of the Vendor in Section 3.1 remain true and correct at the Closing Time, with the same force and effect as if such representations and warranties were made at and as of the Closing Time; (p) subject to Laws, confer with the Purchaser concerning operational matters of a material nature; and (q) keep the confidentiality terms of any non-publicservicing, confidential management, syndication or proprietary information of the Business or Corporation. (2) Without limiting the generality of the foregoing, during the Interim Period the Vendor will not, except with the prior written consent of the Purchaser, allow the Corporation to: (a) amend or approve any amendment to its articles, by-laws or other constating documents; (b) enter into any advisory agreement with respect to the Transferred Assets or in the ordinary course of business consistent with past practices, either (A) change any methods of operations of the Business, except agreements made in the Ordinary Course; or (c) terminate or waive any right of substantial value to the Business; (dB) make any payments of whatsoever nature outside of changes in the Ordinary Course to the Vendor, or any of its Affiliates; (e) make any capital expenditure or commitment to do so; (f) incur any increase in Indebtedness prior to the Closing Time; (g) make any material change with respect to any method of management, operation or accounting in respect policies and practices of the Business; (hiv) remove (A) grant or announce any increase in the auditor wages, salaries, compensation, bonuses, or incentives payable to any director Business Employee, (B) establish or increase any benefits under any Benefit Plan (to the extent applicable to any Business Employee or Prospective Business Employee), (C) establish, adopt, enter into, terminate or amend any Benefit Plan, or make or promise any amendment or improvement in any Benefit Plan, (to the extent applicable to any Business Employee or Prospective Business Employee), except that the foregoing limitations, in the of case (A), (B) or (C), shall not apply with respect to (1) changes as required by Law, the terms of any Benefit Plan as in existence on the Agreement Date, (2) increases in wages, salaries, bonuses and incentives in the ordinary course of business and (3) changes to benefits that are applicable to the covered employees of the CorporationBusiness and Seller generally or that result from negotiations involving any labor union representing any employees of the Business; (iA) enter into any contract or commitment to hire any individual who would become an employee of the Business or terminate would be dedicated to providing services to the Business Employee (a “ Prospective Business Employee”) other than to replace an individual whose employment of: has been terminated, (B) transfer any individual into a position such that he or she would cease to be a Business Employee (if he or she is a Business Employee as of the date hereof), or (C) transfer or reallocate the services of any employee of Seller or any of its Affiliates who is not a Business Employee such that she or he begins providing services primarily to the Business other than to replace an individual whose employment has been terminated; (vi) enter into any settlement or release with respect to any Action relating to the Business other than (A) any officer settlement or release that contemplates only the payment of money in an amount not exceeding $2,500,000 without ongoing limits on the conduct or operation of the Corporation; Business or with respect to any of the Transferred Assets and results in a full release of the claims giving rise to such Action, (B) any employee settlement or release involving the payment of liabilities reflected in the Corporation; Disclosure Schedules or the Final Settlement Statement, or (C) any group settlement or release of employeesan Action brought by a Seller Party in the ordinary course of business consistent with past practice; (jvii) compromise other than in the ordinary course of business, enter into any transactions, contracts or settle understandings with Affiliates (other than a Seller Party) that would be binding on the Transferred Assets after the Closing; (viii) (A) (1) enter into amendments to Transferred Financing Contracts in effect as of the Agreement Date that provide for an increase of the facility size under such Financing Contracts or (2) enter into new Financing Contracts after the Agreement Date or (B) enter into or agree to materially amend or modify or, except as would not have a materially adverse effect on the properties, operations, or businesses of Buyer or the Business, grant any Legal Proceeding relating to consent or waiver in respect of any Transferred Financing Contracts other than in the Assetsordinary course of business consistent with past practice, and in accordance with Seller’s normal credit policies; or in connection with the Business or Corporationconsummation of the Transactions; or (3ix) authorizeenter into a joint venture, agreestrategic alliance, sharing of profits, partnership or otherwise commitsimilar arrangement in respect of the Transferred Assets; (x) prepare or file any Tax Return inconsistent with past practice, whether make or not change any material tax election, make any material change in writingany annual accounting period or any tax accounting method, enter into any closing agreement or similar agreement relating to do Taxes, consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes or request any ruling or similar guidance with respect to Taxes, in each case, which action will be binding on Buyer post-Closing; or (xi) enter into any legally binding commitment with respect to any of the foregoingforegoing (other than debt commitments made in the ordinary course of business to the extent not otherwise prohibited by this Section 6.01(a)). (b) Seller shall provide copies to Buyer promptly of (i) any Material Modifications (as such term is defined in the Debt Commitment Letter relating to the MUFG Financing) and (ii) to the extent actually received or delivered by any Seller Party, notice of any “Default” or “Event of Default” under any Transferred Financing Contract.

Conduct of Business Before the Closing. (1a) During From the Interim Perioddate hereof until the earlier of the Closing or the termination of this Agreement, except as otherwise required by applicable Law or the Transaction Documents, as contemplated by the Restructuring, as consented to by Buyer in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or as set forth in Section 5.01(a) of the Company Disclosure Letter, the Vendor Company shall, and shall cause the Corporation its Subsidiaries to, (i) operate the Business in all material respects in the Ordinary Courseordinary course of business and in a manner consistent with past practice, and without limiting (ii) use commercially reasonable efforts to (A) preserve intact their respective material assets, including real and personal property and present business organizations related to the generality of the foregoingBusiness, do the following: (aB) maintain all of the Assets in the same condition as they now exist, ordinary wear and tear excepted; (b) maintain all of the Corporate IP so that it is current, enforceable and in good standing; (c) maintain the Corporation's books, records and accounts in the Ordinary Course; (d) maintain the inventory of the Business in order to continue carrying on the Business in the Ordinary Course; (e) take all action to preserve the Business and the goodwill of the Corporation and its relationships with customers, suppliers, landlords, creditors and others having business dealings with it, to maintain in full force and effect all Material Contracts to which the Corporation is a partymaterial Business Permits, and take all other action reasonably requested by the Purchaser in order that the Business and the condition of the Corporation will not be impaired during the Interim Period; (fC) keep available the services of the directors and the executive officers, management and key employees of the Business, (D) preserve intact material current relationships with customers, employees, suppliers, lessors, business associates and others having material business dealings with the Business, (E) maintain all material Group Company Insurance Policies and (F) manage the working capital of the Business (including the timing of collection of accounts receivable, the payment of accounts payable and the management of inventory) in the ordinary course of business. (b) Without limiting the generality of, and in furtherance of, the foregoing, from the date hereof until the earlier of the Closing and the termination of this Agreement, except as otherwise required by applicable Law or the express terms of any Transaction Document, as contemplated by the Restructuring or as consented to by Buyer in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or as set forth in Section 5.01(b) of the Company Disclosure Letter, the Company shall not, and shall cause its present officers and employeesSubsidiaries not to: (i) amend or modify any of the Organizational Documents of any Group Company (whether by merger, consolidation or otherwise); (gii) ensure that reclassify, split, combine or subdivide any Equity Interests of any Group Company or redeem, repurchase or otherwise acquire, directly or indirectly, any Equity Interests of any Group Company or any securities convertible into or exchangeable or exercisable for the Corporation performs and complies with all Equity Interests of its contractual obligations under all Contracts and complies with all Consentsany Group Company or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, any Equity Interests of any Group Company; (hiii) ensure that (A) issue, sell, pledge, assign, transfer or dispose of, grant, lease, license, guarantee, encumber, or permit any Lien (other than Permitted Liens and Liens arising under applicable securities Laws) to encumber any of the Corporation does not sell Equity Interests of any Group Company or the JV Company Loan Rights, (B) authorize the issuance, sale, pledge, assignment, transfer or disposal of, grant, lease, license, guarantee, encumbrance of any of the Equity Interests of any Group Company or the JV Company Loan Rights, or (C) grant to any Person any right to acquire (1) any Equity Interests of any Group Company or the JV Company Loan Rights or any securities convertible into or exchangeable or exercisable for any such Equity Interests, or any rights, warrants or options of any kind to acquire any such Equity Interests, or (2) any other securities in lieu of, or in substitution for, any Equity Interests of any Group Company outstanding on the date hereof; (iv) other than in the ordinary course of business and except for Indebtedness in respect of Intercompany Amounts, permit any Group Company to create, incur, assume or guarantee any Indebtedness in an amount in excess of $2,000,000, or mortgage, pledge, hypothecate, grant any security interest in or otherwise create or incur any Lien to be placed on any properties or assets of the Business having a value in excess of $2,000,000 in the aggregate, other than Permitted Liens; (v) in connection with the Business, make any loans, advances, guarantees or capital contributions to or investments in, or forgive, cancel or discharge in whole or in part any outstanding loans, guarantees or advances to or capital contributions to or investments in, any Person, or advances for travel and other normal business expenses to officers and employees of the Business except in the ordinary course of business; (vi) either (A) permit the Business or any Group Company, directly or indirectly, to acquire (whether by merger, consolidation or acquisition of stock or assets or otherwise) Equity Interests in any corporation, partnership or other business organization or division thereof or, other than in the ordinary course of business, any assets, supplies, inventory, products, or materials from any other Person, or (B) permit any Group Company to sell, transfer, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon or allow to lapse or expire or otherwise dispose of (whether by merger, consolidation or pledge as securitysale of stock or assets or otherwise) any material property, assets, operations, rights, product lines or businesses of the Business (including any assets owned by a Group Company or the ▇▇▇▇▇▇▇▇ Real Estate Assets), except inventory in the Ordinary Course; other than (i1) maintain Working Capital sufficient sales or dispositions of assets, supplies, inventory, products or materials to carry on third party customers of the Business in the Ordinary Course ordinary course of business or unused, obsolete, excess or depleted assets, supplies, inventory, products or materials in all material respects in the ordinary course of business and with a fair market value not in no event less than the Minimum Working Capitalexcess of $2,500,000 and (2) any sales, leases or other transfers among Group Companies; (jvii) ensure enter into any new line of business; (viii) (A) make or incur any capital expenditure with respect to the Business that is either (x) outside the Corporation does ordinary course or (y) in excess of the aggregate amount for the applicable month as set forth on the monthly capital expenditure budget for the Business previously provided to Buyer or (B) make or incur any capital expenditure with respect to the Business that is to be made at any facility that is not create exclusively dedicated to the Business or will not be exclusively dedicated to the Business on or prior to Closing; (ix) permit any Encumbrance upon Group Company to (A) make, revoke or change any material election relating to Taxes, (B) adopt or change any material tax accounting method, (C) change any annual Tax accounting period, (D) amend any Tax Return or file any income or other material Tax Return (other than in a manner consistent with past practice), (E) surrender any right to claim a refund, offset or other reduction of its AssetsTaxes, (F) settle or compromise any material Tax claim, audit or assessment, (G) enter into any tax sharing agreement or “closing agreement” as defined in Section 7121 of the Code, (H) initiate any voluntary Tax disclosure, (I) consent to any extension or waiver of the limitations period applicable to any Tax claim, audit or assessment, in each case, except as required by applicable Law or in the ordinary course of business; (x) except as required pursuant to the terms of any P&E Employee Plan or any Bargaining Agreement in effect on the date of this Agreement or otherwise required by applicable Law: (1) (x) materially amend, modify or terminate any P&E Employee Plan (or any plan, agreement or other arrangement that would be a P&E Employee Plan if it were in existence on the date of this Agreement), or (y) terminate the employment of any Business Employee other than for cause or hire any new Business Employee, in either case, with annual base compensation in excess of $100,000, other than to replace departing employees or to fill an open position, except, in the case of each of (x) and (y) subject to notification and reasonable approval of Buyer; (2) accelerate the payment or vesting of any benefits or amounts payable or to become payable to any Group Company Employee under any P&E Employee Plan (or any plan, agreement or other arrangement that would be a P&E Employee Plan if it were in existence on the date of this Agreement); (3) grant any increase in the compensation or benefits for any Business Employee with annual base compensation equal to or in excess of $100,000, provided that no such Business Employee receives an increase in an amount greater than five percent of their annual base compensation immediately prior to the increase, or grant any equity or equity based compensation in the Company to any Business Employee; (4) grant or increase (x) any severance or termination pay or (y) and any change-in-control or retention bonus to any Business Employee; (5) establish or enter into any P&E Employee Plan (or any plan, agreement or other arrangement that would be a material P&E Employee Plan if it were in existence on the date of this Agreement); (6) enter into, amend, modify, extend or terminate any Bargaining Agreement or negotiate with any union, works council or labor group without Buyer’s consent; (7) make (x) any representations or issue any communications to Business Employees regarding this Agreement or the transactions contemplated hereby that are materially inconsistent with this Agreement or the transactions contemplated hereby, or (y) any material representations regarding offers of employment from Buyer which have not been approved by Buyer, provided, that such approval shall not be unreasonably withheld; or (xi) other than in the Ordinary or create any guarantees ordinary course of business, transfer, license, encumber, abandon, allow to lapse or otherwise become liable for the obligations dispose of any other Person or make any loans or advances to any PersonBusiness IP; (kxii) ensure other than in the ordinary course of business, omit to take any action necessary to maintain or renew any owned Business IP; (xiii) adopt any plan or agreement of complete or partial liquidation, dissolution, restructuring, merger, consolidation, recapitalization or other reorganization of any Group Company or otherwise involving the Business; (xiv) materially amend, terminate or knowingly fail to renew any material Business Permit; (xv) (A) other than in the ordinary course, enter into any Material Contract or enter into any Contract that would be a Material Contract if in effect as of the Corporation does not increase date hereof, (B) other than in the ordinary course, amend, terminate, cancel, transfer, assign, license, encumber, waive any rights of or promise to increase, modify in any mannermaterial respect adversely, to the compensation Business any Material Contract or employee benefits Contract that would be a Material Contract if in effect as of the date hereof or (C) other than in the ordinary course (but excluding contracts with third party customers that include a change of control provision that would give rise to a material payment to the other party thereto in connection with the transactions contemplated by this Agreement or any future change of its directorscontrol), officers enter into any Contract that includes a change of control or employeessimilar provision that would require a material payment to or would give rise to any material rights (including termination rights) of the other party thereto in connection with the transactions contemplated by this Agreement or any future change of control; (xvi) make, or set aside, pay or agree to pay declare any in-kind dividend or in-kind distribution whether payable in stock, property or otherwise, with respect to any of its directors, officers the Equity Interests of Group Companies or employees any pension, severance or termination amount or other employee benefit not required by any of the Benefit Plans and programs described in the Disclosure Letter; (l) keep in full force and effect all of the current insurance policies of the Corporation; (m) collect and manage Accounts Receivable and pay and manage accounts payable in the Ordinary Course, including not writing off as uncollectible any Accounts Receivable; (n) ensure that the Corporation does not declare or pay any dividends, redeem or repurchase any shares in its share capital or make any other distributions in respect of its shares; (o) take all actions within its reasonable control to ensure that the representations and warranties of the Vendor in Section 3.1 remain true and correct at the Closing Time, with the same force and effect as if such representations and warranties were made at and as of the Closing Time; (p) subject to Laws, confer with the Purchaser concerning operational matters of a material nature; and (q) keep the confidentiality of any non-public, confidential or proprietary information of the Business or Corporation. (2) Without limiting the generality of the foregoing, during the Interim Period the Vendor will not, except with the prior written consent of the Purchaser, allow the Corporation to: (a) amend or approve any amendment to its articles, by-laws or other constating documents; (b) enter into any agreement with respect to the voting or registration of the Equity Interests of the Group Companies; (xvii) make any change in financial accounting methods, Calculation Principles or practices (including procedures with respect to the payment of accounts payable and collection of accounts receivable) (or change an annual accounting period) or systems of internal accounting controls, except insofar as may be required by a change in GAAP, any rule or regulation promulgated by any Governmental Entity or any other applicable Law after the date hereof; (xviii) settle, compromise or discharge any Action related to the Business, except agreements made other than settlements that do not involve (A) payment by any Group Company of monetary damages in excess of $1,000,000 on or after the Ordinary CourseClosing Date, (B) any material non-monetary, injunctive or equitable relief applicable to the Business or any Group Company (other than confidentiality restrictions), or (C) the admission of any wrongdoing by any Group Company; (xix) terminate any Business Insurance Policy or fail to keep all Business Insurance Policies, or suitable replacements therefore, in full force and effect; (xx) acquire any material real property; or (xxi) agree or commit to take any of the foregoing actions. (c) terminate or waive Notwithstanding any right of substantial value provision contained in this Section 5.01 to the Business;contrary, prior to the Closing, the Company shall be permitted to cause the Group Companies to (i) dividend, distribute or otherwise pay to the Company or any of its Subsidiaries any cash of such Group Company prior to the Closing, including through share repurchases or capital reduction arrangements in non-U.S. jurisdictions (but excluding, for the avoidance of doubt, any non-cash dividends or distributions) (which, if effected after 12:01am (New York time) on the Closing Date shall be deemed to have occurred prior to 12:01am (New York time) for purposes of Article II), (ii) settle Intercompany Amounts and make capital increases in connection therewith, (iii) enter into Contracts in connection with any of the foregoing, and (iv) effect the French Mergers. (d) make any payments of whatsoever nature outside Nothing contained in this Agreement shall give to Buyer, directly or indirectly, rights to control or direct the operations of the Ordinary Course to the Vendor, or any of its Affiliates; (e) make any capital expenditure or commitment to do so; (f) incur any increase in Indebtedness Business prior to the Closing Time; Closing. Prior to the Closing, the Company shall, and shall cause its Subsidiaries (gincluding the Group Companies) make any material change to, exercise, consistent with respect to any method the terms and conditions of managementthis Agreement, operation or accounting in respect complete control and supervision of the Business; (h) remove the auditor or any director of the Corporation; (i) hire or terminate the employment of: (A) any officer of the Corporation; (B) any employee of the Corporation; or (C) any group of employees; (j) compromise or settle any Legal Proceeding relating to the Assets, the Business or Corporation; or (3) authorize, agree, or otherwise commit, whether or not in writing, to do any of the foregoing.

Conduct of Business Before the Closing. (1a) During Except (i) as required by applicable Law or as otherwise contemplated by or necessary to effectuate the Interim PeriodTransaction Documents, including the Vendor shallRestructuring Transactions or any actions contemplated by the Reorganization Plan or Section 2.2, (ii) for matters identified on Schedule 7.1, or (iii) as expressly consented to in writing by Cactus (which consent will not be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement through the Closing, B▇▇▇▇ H▇▇▇▇▇ will, and shall will cause the Corporation to, operate its Affiliates to (A) conduct the Business and the Company Group in all material respects in the Ordinary Course, and without limiting (B) use commercially reasonable efforts to keep intact the generality Business, keep available the services of the foregoingBusiness’s current employees and service providers and preserve the Business’s relationships with customers, suppliers, licensors, licensees, distributors, lenders and other Persons with whom the Business has material commercial dealings, and (C) not do or permit any of the followingfollowing in respect of the Business or the Company Group: (ai) maintain all (A) grant or permit any Encumbrance on any material Business Assets (in each case, whether tangible or intangible) that did not exist on the date of this Agreement, other than granting or permitting a Permitted Lien on any material Business Assets or liens under any applicable credit agreements or related documents in effect as of the Assets date of this Agreement, or (B) except for trade payables incurred in the same condition as they now existOrdinary Course, ordinary wear and tear exceptedincur, assume, guarantee, or become obligated with respect to any Debt in the nature of borrowings that will not be fully discharged prior to or in connection with Closing; (bii) maintain all sell, transfer, lease, sublease, let lapse, abandon or otherwise dispose of any Business Assets with a value or purchase price in the Corporate IP so aggregate in excess of $1,000,000, except for divestitures and sales and renting of parts, products, equipment, wellhead systems, tools and machinery or the disposal of unusable or obsolete assets, in each case in the Ordinary Course; provided, that it no sale of Owned Property or lease or sublease of Material Leases is currentpermitted without the prior written consent of Cactus (not to be unreasonably withheld, enforceable and in good standingconditioned or delayed); (ciii) offer employment to, or engage or offer engagement as an individual independent contractor to, any individual if such Person’s annual salary or other compensation will exceed $250,000, unless such annual salary or other compensation is in the Ordinary Course and has been approved prior to its effective date and in writing by a senior manager of the Business; (iv) adopt, sponsor, maintain or contribute to (or be required to contribute to) or assume any Liabilities with respect to, any Benefit Plan, except to the Corporation's booksextent: (A) occurring in the Ordinary Course, records (B) required by Law, or (C) required by any B▇▇▇▇ H▇▇▇▇▇ Benefit Plan or Material Contract in effect on the date of this Agreement; (A) except to the extent required by Law or by the terms of any Benefit Plans as in effect on the date of this Agreement or for changes thereto that are in the Ordinary Course, materially increase, accelerate or provide additional rights to compensation or material benefits with respect to any Business Employee; (B) except to the extent required by Law or for changes thereto that are in the Ordinary Course, enter into or put in place any severance, termination, or similar plan or benefits for any Business Employee; (C) enter into or put in place any retention or change in control, or similar plan or benefits for any Business Employee; or (D) except for changes occurring in the Ordinary Course and accounts adopted pursuant to annual compensation reviews, adjust the salary or base rate of pay, long-term incentives or short-term incentives payable or provided to any Business Employee; (vi) (A) enter into any Labor Agreement or other Contract or understanding with any labor union, works council, trade union, or similar organization or representative with respect to any Business Employee or the members of the Company Group; (B) except for transfers that are in the Ordinary Course and/or which are contemplated by the Reorganization Plan, transfer the employment or engagement of services of any Business Employee out of or to the Business; provided, however, that no such transfers shall occur that are inconsistent with the terms of the Global Employee Services Agreement; or (C) except for terminations that are in the Ordinary Course, terminate the employment or engagement of services of any Business Employee, other than for cause; (vii) (A) settle or compromise any material Tax Liability related to the Company Group, (B) agree to any extension or waiver regarding the application of the statute of limitations with respect to any material Taxes or material Tax Returns related to the Company Group, (C) make or change any entity classification or other material election with respect to Taxes of the Company Group, (D) file any material amendment to an income or other material Tax Return related to the Company Group, (E) repatriate any Cash or other assets to the extent that such repatriation would result in a Liability to the Company Group for Taxes (other than B▇▇▇▇ H▇▇▇▇▇ Indemnified Taxes), (F) surrender any right to claim a refund of Taxes related to the Company Group, (G) request any ruling from, or initiate or enter into any voluntary disclosure with, a Governmental Authority with respect to material Taxes, or (H) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar provision of state or local Tax Law) with any Governmental Authority with respect to material Taxes; (viii) enter into any settlement or release with respect to any Action that is material to the Business or the Company Group other than any settlement or release that (A) contemplates only the payment of money, (B) such payment of money is paid prior to the Closing and (C) such settlement or release results in no ongoing limits on the conduct or operation of the Business and results in a full release of the claims giving rise to such Action; provided, that this clause (viii) shall not apply with respect to Taxes; (ix) materially amend or voluntarily terminate (other than expiration in accordance with its terms) any Material Contract or enter into, materially amend or voluntarily terminate (other than expiration in accordance with its terms) any contract that, if in effect on the date of this Agreement, would be a Material Contract; (x) enter into or renew any Parent Guarantees other than in the Ordinary Course; (dxi) maintain the inventory change any method of the Business in order to continue carrying on the Business in the Ordinary Course; (e) take all action to preserve the Business and the goodwill of the Corporation and its relationships with customers, suppliers, landlords, creditors and others having business dealings with it, to maintain in full force and effect all Material Contracts to which the Corporation is a party, and take all other action reasonably requested by the Purchaser in order that the Business and the condition of the Corporation will not be impaired during the Interim Period; (f) keep available the services of its present officers and employees; (g) ensure that the Corporation performs and complies with all of its contractual obligations under all Contracts and complies with all Consents; (h) ensure that the Corporation does not sell accounting or otherwise dispose of (or pledge as security) any of the Assets, except inventory in the Ordinary Course; (i) maintain Working Capital sufficient to carry on the Business in the Ordinary Course and in no event less than the Minimum Working Capital; (j) ensure that the Corporation does not create any Encumbrance upon any of its Assets, other than in the Ordinary or create any guarantees or otherwise become liable for the obligations of any other Person or make any loans or advances to any Person; (k) ensure that the Corporation does not increase or promise to increaseaccounting practice, in any mannereach case, the compensation which materially affects or employee benefits of any of its directors, officers or employees, or pay or agree to pay to any of its directors, officers or employees any pension, severance or termination amount or other employee benefit not required by any of the Benefit Plans and programs described in the Disclosure Letter; (l) keep in full force and effect all of the current insurance policies of the Corporation; (m) collect and manage Accounts Receivable and pay and manage accounts payable in the Ordinary Course, including not writing off as uncollectible any Accounts Receivable; (n) ensure that the Corporation does not declare or pay any dividends, redeem or repurchase any shares in its share capital or make any other distributions in respect of its shares; (o) take all actions within its reasonable control to ensure that the representations and warranties of the Vendor in Section 3.1 remain true and correct at the Closing Time, with the same force and effect as if such representations and warranties were made at and as of the Closing Time; (p) subject to Laws, confer with the Purchaser concerning operational matters of a material nature; and (q) keep the confidentiality of any non-public, confidential or proprietary information of the Business or Corporation. (2) Without limiting the generality of the foregoing, during the Interim Period the Vendor will not, except with the prior written consent of the Purchaser, allow the Corporation to: (a) amend or approve any amendment to its articles, by-laws or other constating documents; (b) enter into any agreement with respect relates to the Business, except agreements made in for any such changes required by applicable Law or under applicable accounting standards (including the Ordinary Courseinterpretation thereof by consensus of industry participants); (cxii) terminate merge, consolidate, combine or waive amalgamate any right member of substantial value the Company Group with any Person or cause any member of the Company Group to acquire any Equity Interests in any other Person or issue any Equity Interests to another Person (in each case, other than another member of the BusinessCompany Group); (dxiii) make authorize, recommend, propose, enter into, adopt a plan or announce an intention to adopt a plan of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any payments of whatsoever nature outside member of the Ordinary Course to the Vendor, or any of its AffiliatesCompany Group; (exiv) amend or propose any change to the Organizational Documents of any member of the Company Group (other than ministerial changes); (xv) cause the Business or any member of the Company Group to make or become legally committed to make any capital expenditure or commitment to do so; (f) incur any increase in Indebtedness prior to the Closing Time; (g) make any material change with respect to any method of managementexpenditures, operation or accounting in respect of the Business; (h) remove the auditor or any director of the Corporation; (i) hire or terminate the employment of: except for (A) any officer of the Corporation; capital expenditures fully paid prior to Closing, (B) any employee of capital expenditures in an amount not to exceed $1,000,000 individually or $3,000,000 in the Corporation; aggregate, or (C) any group in accordance with the capital budget of employees; (j) compromise or settle any Legal Proceeding relating to the Assets, the Business or Corporationfor fiscal year 2025, which has been made available to Cactus; provided, that notwithstanding the foregoing, B▇▇▇▇ H▇▇▇▇▇ shall, and shall cause its Affiliates to, make the capital expenditures set forth on Schedule 7.1(a)(xv), unless otherwise consented to in writing by Cactus (such consent not to be unreasonably withheld) in the event such capital expenditures are no longer required; or (3xvi) authorize, agree, authorize or otherwise commit, whether or not in writing, consent to do any of the foregoing. (b) Nothing in this Section 7.1 will be deemed to limit in any manner the consummation of the Restructuring Transactions pursuant to the Reorganization Plan, or the transfer of any Business Assets, Business Liabilities or Business Employee to the Company Group, in each case, in accordance with the Reorganization Plan.

Conduct of Business Before the Closing. (1a) During Except as required by applicable Law or as expressly contemplated by the Interim PeriodTransaction Agreements or the definitive Pre-Closing Reorganization Plan, from the Vendor Agreement Date until Closing, unless Buyer shall otherwise consent in writing (which consent shall not be unreasonably withheld, condition or delayed) or as expressly set forth on Section 5.01(a) of the Seller Disclosure Letter, Seller shall, and shall cause each of its Subsidiaries operating the Corporation Business to, operate (i) conduct the Business in all material respects in the Ordinary Courseordinary course of business and in a manner consistent with past practice, (ii) use commercially reasonable efforts to preserve intact in all material respects the Business and to preserve the goodwill and relationships with all Governmental Entities, customers, employees, suppliers, and without others having business dealings with the Business, and (iii) to maintain the Business’s current rights and franchises, in each case, consistent with past practice. (b) Without limiting the generality of Section 5.01(a), except as expressly set forth in Section 5.01(b) of the foregoingSeller Disclosure Letter or as otherwise expressly provided for or contemplated by the Transaction Agreements or the definitive Pre-Closing Reorganization Plan or as required by applicable Law, do from the followingAgreement Date until Closing, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall, and shall cause each of its Subsidiaries operating the Business to, use commercially reasonable efforts to: (ai) preserve, maintain and obtain all material Permits required to conduct the Business as currently operated; (ii) pay its debts, Taxes and other obligations when due; (iii) maintain all of the Assets properties and assets owned, operated or used in the Business in the same condition as they now existwere on the date of this Agreement, ordinary subject to reasonable wear and tear exceptedand accidental damage or loss; (biv) perform all of its material obligations under all material Contracts relating to or affecting the Business; (v) maintain its books and records in accordance with past practice; (vi) comply in all of material respects with all applicable Laws; and (vii) not to intentionally take or permit any action that would have, or could be reasonably expect to have, individually or in the Corporate IP so that it is currentaggregate, enforceable and in good standing;an MHPS Material Adverse Effect. (c) maintain Without limiting the Corporation's booksgenerality of Section 5.01(a), records except as expressly set forth in Section 5.01(c) of the Seller Disclosure Letter or as otherwise expressly provided for or contemplated by the Transaction Agreements or the definitive Pre-Closing Reorganization Plan or as required by applicable Law, from the Agreement Date until Closing, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall, and accounts in shall cause each of its Subsidiaries operating the Ordinary CourseBusiness not to: (i) amend or modify any of the Organizational Documents of any Group Company; (dii) maintain the inventory issue, sell, pledge, dispose of or encumber any of the Business in order Equity Interests of any Group Company, or grant to continue carrying on any Person any right to acquire any of the Business in the Ordinary CourseEquity Interests of any Group Company; (eiii) take all action to preserve the Business and the goodwill reclassify, split, combine or subdivide any shares of the Corporation and its relationships with customerscapital stock of any Group Company or redeem, suppliers, landlords, creditors and others having business dealings with it, to maintain in full force and effect all Material Contracts to which the Corporation is a party, and take all other action reasonably requested by the Purchaser in order that the Business and the condition repurchase or otherwise acquire any shares of the Corporation will not be impaired during the Interim Periodcapital stock of any Group Company; (fiv) keep available other than in the services ordinary course of its present officers and employeesbusiness, permit any Group Company to issue any note, bond, or other debt security, or create, incur, assume or guarantee any Indebtedness or permit any Lien to be placed on any material asset of the Business, other than Permitted Liens; (g1) ensure acquire (whether by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or any assets, in each case, other than purchases of inventory and other non-material assets in the ordinary course of business or pursuant to existing contracts or pursuant to existing contracts and acquisitions that (x) are entered into on an arm’s length basis, (y) the Corporation performs expected gross expenditures and complies with all commitments (including the amount of its contractual obligations under all Contracts any Indebtedness assumed) of which do not exceed, in the aggregate, $10 million and complies with all Consents; (hz) ensure that which are not reasonably likely, individually or in the Corporation does not aggregate, to prevent or materially delay the satisfaction of the conditions set forth in ARTICLE VI; or (2) sell or otherwise dispose of (whether by merger, consolidation or pledge as securitysale of stock or assets or otherwise) any of the Assets, except inventory assets used in the Ordinary CourseBusiness, other than sales or dispositions of finished goods inventory or unused or depleted assets in the ordinary course of business consistent with past practice; (ivi) maintain Working Capital sufficient to carry on the Business except as required by applicable Law or in the Ordinary Course ordinary course of business consistent with past practice, or as would not affect Buyer and its Affiliates (including the Group Companies following the Closing) (A) make, revoke or change any material election relating to Taxes of a Group Company or exclusively of the Business, (B) settle or compromise any material Tax liability or refund of a Group Company or of the Business, (C) adopt or change any material tax accounting method of a Group Company or that relates exclusively to the Business, (D) file any material amended Tax Return or claim for refund of a material amount of Taxes with respect to a Group Company or the Business, (E) file any material private letter ruling (or similar) request or enter into any material “closing agreement” as described in no event less than Section 7121(a) of the Minimum Working CapitalCode (or similar provision of state or non-U.S. Law), in either case, relating to a Group Company or exclusively to the Business, or (F) consent to any extension or waiver of the statutory period of limitations applicable to any claim or assessment in respect of material Taxes of a Group Company or of the Business; (jvii) ensure that except for Contracts between one or more Group Companies, enter into any Contract with any Affiliate of the Corporation does not create Seller or any Encumbrance upon Affiliate or shareholder of the Seller, or amend or modify any existing Contract with any Affiliate of its Assets, the Seller or any Affiliate or shareholder of the Seller; (viii) other than in the Ordinary ordinary course of business consistent with past practice, agree to any exclusivity, non-competition or create similar provision or covenant restricting Seller and its Subsidiaries (with respect to the Business) from competing in any guarantees line of business or otherwise become liable for the obligations of with any other Person or make in any loans area or advances engaging in any activity or business (including with respect to the development, manufacture, marketing or distribution of the products or services of the Business) which would have any Personeffect on the Business after the Closing; (kix) ensure except (i) as required pursuant to the terms of any Seller Plan (including any collective bargaining agreement) in effect on the date of this Agreement, (ii) as required to comply with applicable Law or GAAP, (iii) as expressly permitted by this Agreement, or (iv) in the ordinary course of business consistent with past practice (except this clause (iv) shall not be applicable to directors and executive officers of the Group Companies), (A) materially amend any MHPS Employee Plan (or any plan, agreement or other arrangement that would be a MHPS Employee Plan if it were in existence on the Corporation does not date of this Agreement), (B) materially accelerate the payment or vesting of benefits or amounts payable or to become payable to any employee of the Group Companies under any Seller Plan (or any plan, agreement or other arrangement that would be a Seller Plan if it were in existence on the date of this Agreement), (C) establish or enter into any material MHPS Employee Plan (or any plan, agreement or other arrangement that would be a material MHPS Employee Plan if it were in existence on the date of this Agreement), (D) grant any material increase or promise to increase, in any manner, the compensation or employee benefits of directors, officers, employees or consultants of the Group Companies; provided, however, that nothing in this Section 5.01(c)(ix) shall restrict Seller or any of its directorsSubsidiaries from entering into or making available to newly hired employees or to employees in the context of promotions based on job performance, officers in each case in the ordinary course of business consistent with past practice, benefits and compensation arrangements that have a value that is consistent with the past practice of making compensation and benefits available to newly hired or employeespromoted employees in similar positions, or pay (E) negotiate, enter into, materially amend or agree terminate any collective bargaining agreement; (x) bring, file, cancel, compromise or settle any material claim, or intentionally waive or release any material rights, in a manner that would materially adversely affect the Business after Closing; (xi) other than in the ordinary course of business consistent with past practice, transfer, license, encumber, abandon, allow to pay lapse or otherwise dispose of any rights to material Intellectual Property used in connection with the Business; (xii) make any commitment for capital expenditures in excess of $1 million in the aggregate that would not be payable until after the Closing Date; (xiii) unnecessarily delay any cash payments to be made in connection with the restructuring of the Business in accordance with the restructuring plan set forth in Section 5.01(c)(xiii) of the Seller Disclosure Letter. (xiv) except pursuant to any Contract or incentive plan, (A) make any loan to, or, enter into any other transaction with, any of its directors, officers or employees or any pensionother Person (other than trade payables in the ordinary course of business consistent with past practice) or (B) make any loan to, severance or, enter into any other transaction with, Seller or termination amount or other employee benefit not required by any of the Benefit Plans and programs described in the Disclosure Letterits Affiliates or shareholders; (lxv) keep engage in full force and effect all any new line of the current insurance policies business, or terminate any existing line of the Corporationbusiness; (mxvi) collect and manage Accounts Receivable and pay and manage accounts payable in the Ordinary Courseadopt any plan of or agreement of liquidation, including not writing off as uncollectible dissolution, restructuring, merger, consolidation, recapitalization or other reorganization of any Accounts ReceivableGroup Company; (n) ensure that the Corporation does not declare or pay any dividends, redeem or repurchase any shares in its share capital or make any other distributions in respect of its shares; (o) take all actions within its reasonable control to ensure that the representations and warranties of the Vendor in Section 3.1 remain true and correct at the Closing Time, with the same force and effect as if such representations and warranties were made at and as of the Closing Time; (p) subject to Laws, confer with the Purchaser concerning operational matters of a material nature; and (q) keep the confidentiality of any non-public, confidential or proprietary information of the Business or Corporation. (2) Without limiting the generality of the foregoing, during the Interim Period the Vendor will not, except with the prior written consent of the Purchaser, allow the Corporation to: (axvii) amend or approve any amendment to its articles, by-laws or other constating documents; (b) enter into any agreement with respect in a manner materially detrimental to the Business, except agreements made in the Ordinary Course; (c) terminate or waive fail to renew any right of substantial value to Business Permit required by Law for the Business; (d) make any payments of whatsoever nature outside of the Ordinary Course to the Vendor, or any of its Affiliates; (e) make any capital expenditure or commitment to do so; (f) incur any increase in Indebtedness prior to the Closing Time; (g) make any material change with respect to any method of management, operation or accounting in respect conduct of the Business; (hxviii) remove terminate or amend or fail to renew in a manner materially detrimental to the auditor or Group Companies any director of insurance policy insuring the Corporation;Business; and (ixix) hire or terminate the employment of: (A) any officer of the Corporation; (B) any employee of the Corporation; or (C) any group of employees; (j) compromise or settle any Legal Proceeding relating agree to the Assets, the Business or Corporation; or (3) authorize, agree, or otherwise commit, whether or not in writing, to do take any of the foregoingforegoing actions.

Conduct of Business Before the Closing. (1a) During Except (x) as required by applicable Law, Judgment or a Governmental Authority, (y) as contemplated, required or permitted by this Agreement or (z) during the Interim Periodperiod from the date of this Agreement until the Closing (or such earlier date on which this Agreement is terminated pursuant to Section 9.01), unless the Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, delayed or conditioned), the Vendor Seller Parties shall, and shall cause the Corporation Selling Entities, the members of the Seller Group, and each of the Transferred Entities to, operate the Business in the Ordinary Course, and without limiting the generality of the foregoing, do the followinguse its commercially reasonable efforts to: (ai) maintain all of the Assets in the same condition as they now exist, ordinary wear and tear excepted; (b) maintain all of the Corporate IP so that it is current, enforceable and in good standing; (c) maintain the Corporation's books, records and accounts in the Ordinary Course; (d) maintain the inventory of the Business in order to continue carrying carry on the Business in all material respects in the Ordinary Courseordinary course; (eii) take all action use commercially reasonable efforts to preserve intact the Business Business, including the Purchased Assets, the Contracts, the business organization and the goodwill of the Corporation Business, and the current relationships of the Seller Group with its relationships with customers, suppliers, landlords, creditors Governmental Authorities and others having with significant and recurring business dealings with it, to maintain in full force and effect all Material Contracts to which the Corporation is a party, and take all other action reasonably requested by the Purchaser in order that the Business and the condition of the Corporation will not be impaired during the Interim Period; (f) keep available the services of its present officers and employees; (g) ensure that the Corporation performs and complies with all of its contractual obligations under all Contracts and complies with all Consents; (h) ensure that the Corporation does not sell or otherwise dispose of (or pledge as security) any of the Assets, except inventory in the Ordinary Course; (i) maintain Working Capital sufficient to carry on the Business in the Ordinary Course and in no event less than the Minimum Working Capital; (j) ensure that the Corporation does not create any Encumbrance upon any of its Assets, other than in the Ordinary or create any guarantees or otherwise become liable for the obligations of any other Person or make any loans or advances to any Person; (k) ensure that the Corporation does not increase or promise to increase, in any manner, the compensation or employee benefits of any of its directors, officers or employees, or pay or agree to pay to any of its directors, officers or employees any pension, severance or termination amount or other employee benefit not required by any of the Benefit Plans and programs described in the Disclosure Letter; (l) keep in full force and effect all of the current insurance policies of the Corporation; (m) collect and manage Accounts Receivable and pay and manage accounts payable in the Ordinary Course, including not writing off as uncollectible any Accounts Receivable; (n) ensure that the Corporation does not declare or pay any dividends, redeem or repurchase any shares in its share capital or make any other distributions in respect of its shares; (o) take all actions within its reasonable control to ensure that the representations and warranties of the Vendor in Section 3.1 remain true and correct at the Closing Time, with the same force and effect as if such representations and warranties were made at and as of the Closing Time; (p) subject to Laws, confer with the Purchaser concerning operational matters of a material nature; and (q) keep the confidentiality of any non-public, confidential or proprietary information of the Business or Corporation. (2) Without limiting the generality of the foregoing, during the Interim Period the Vendor will not, except with the prior written consent of the Purchaser, allow the Corporation to: (a) amend or approve any amendment to its articles, by-laws or other constating documents; (b) enter into any agreement with respect to the Business, except agreements made in the Ordinary Course; (c) terminate or waive any right of substantial value to the Business; (diii) make any payments of whatsoever nature outside maintain all insurance policies and all Permits related to the Business or to the Seller Group in substantially the manner in effect as of the Ordinary Course date hereof; (iv) maintain the existence and good standing of each Selling Entity in its jurisdiction of organization and in each other jurisdiction in which the ownership or leasing of properties or its operations makes qualification or registration necessary; (v) not transfer any inventory or employee of the Business to any Selling Entity’s (or any Selling Entity’s owners’) other business (other than the Business), or transfer any inventory or employee of any of any Selling Entity’s (or its owners’) other businesses (other than the Business) to the VendorBusiness; and (vi) maintain the books, Records and accounts related to the Business, the Purchased Assets and Transferred Interests in the ordinary course of business, including with respect to the recording of revenue and expenses and the recording and collection of its accounts receivable; provided that no action by any member of the Seller Group with respect to matters specifically addressed by Section 6.01(b) shall be deemed to be a breach of this Section 6.01(a) unless such action would constitute a breach of Section 6.01(b). (b) Except as required by applicable Law, Judgment or a Governmental Authority, as contemplated, required or permitted by this Agreement or as set forth on Section 6.01(b) of the Disclosure Letter, during the period from the date of this Agreement until the Closing (or such earlier date on which this Agreement is terminated pursuant to Section 9.01), unless the Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, delayed or conditioned), the Seller Parties shall not, and shall not permit the Selling Entities, and member of the Seller Group, or any of the Transferred Entities to (in each case, solely to the extent related to the Business, the Transferred Entities, the Business Employees, the Purchased Assets and the Assumed Liabilities): (i) agree to issue, sell, grant, deliver, pledge, transfer, encumber or subject to any Lien (other than transfer restrictions under applicable securities Laws or under the organizational documents of the Transferred Entities) any Transferred Interests or grant any option, warrant or right to acquire any Transferred Interests or other equity securities of any Transferred Entity or issue any security convertible into or exchangeable for such securities; (ii) sell, lease, transfer, assign, abandon, cancel, mortgage, pledge, place a Lien upon (other than a Permitted Lien) or otherwise dispose of any material Purchased Asset (other than Intellectual Property, which is addressed in clause (xi) below), including any Transferred Real Property, other than the sale of obsolete, worn-out or excess equipment or assets in the ordinary course of business or sales of vehicles, Supplies and other inventory, goods or services in the ordinary course of business or pursuant to Contracts in existence as of the date of this Agreement or, if required pursuant to the terms of any Contract; (iii) (A) merge or consolidate any Transferred Entity with any Person, (B) acquire any Dealerships or (C) acquire other material assets (other than vehicles, Supplies, inventory, machinery or equipment) that would constitute Purchased Assets outside the ordinary course of business, except in the case of clause (C), pursuant to Contracts in existence as of the date of this Agreement; (iv) (A) adopt, extend, amend, enter into or terminate any Seller Benefit Plan or Collective Bargaining Agreement with respect to any Business Employee, (B) increase the compensation or benefits of any Business Employee, (C) terminate the employment of any Business Employee (other than any termination for cause), (D) hire any individual who would be a Business Employee (other than as necessary to replace a Business Employee whose employment has terminated as permitted herein and, in case, consistent with past practice), or (E) take any action to accelerate the vesting or payment of any compensation or benefits for any Business Employee, except, with respect to each of (A)-(E), (1) as required by any applicable Law, or any Seller Benefit Plan, any employment agreement or any Collective Bargaining Agreement in each case in effect as of the date hereof, (2) in the ordinary course of business, (3) as contemplated in Section 7.06 of this Agreement, and (4) arrangements that will not result in any Liability under this Agreement or otherwise to the Purchaser or any of its Affiliates; (e) make any capital expenditure or commitment to do so; (f) incur any increase in Indebtedness prior to the Closing Time; (gv) make any material change changes in financial accounting methods, principles or practices other than as may be required by GAAP (or any interpretation thereof) or by any applicable Law; (vi) amend the organizational documents of any Selling Entity or Transferred Entity or convert any Transferred Entity into a different form of entity; (vii) enter into any settlement or release with respect to any method of managementmaterial Action relating to the Business that is, operation in whole or accounting in respect of the Business; (h) remove the auditor or any director of the Corporation; (i) hire or terminate the employment of: part, an Assumed Liability other than (A) any officer settlement or release that contemplates only the payment of money (prior to Closing) without any material ongoing limits on the conduct or operation of the Corporation; Business and results in a release of the claims giving rise to such Action, or (B) to the extent such Action and any employee associated Liabilities are Excluded Liabilities; (viii) knowingly waive any material claims or rights of material value that constitute Purchased Assets other than waivers granted in the ordinary course of business; (ix) (A) change or revoke any material Tax election or Tax accounting method or make any new material Tax election or adopt any new Tax accounting method (including, for the avoidance of doubt, any election with respect to the tax classification of the Corporation; Transferred Entities for U.S. federal (and applicable state and local) income tax purposes), (B) settle or compromise any Tax Action, (C) consent to an extension or waiver of the limitation period applicable to any group Tax claim or assessment or Tax Action, or (D) take any other action that would have the effect of employeesincreasing the Tax liability of the Purchaser or any Transferred Entity; (jx) compromise liquidate, dissolve, recapitalize, reorganize or settle otherwise wind up the business or operations of, or fail to maintain the existence of, any Legal Proceeding relating Selling Entity or Transferred Entity; (xi) transfer, assign, grant any license or sublicense, abandon, permit to lapse, or otherwise dispose of any material rights under or with respect to any Transferred Intellectual Property other than (i) non-exclusive licenses granted in the Assetsordinary course of business and (ii) abandonment, lapse or disposal in the ordinary course of business pursuant to their business judgment; (xii) incur any Indebtedness or impose or suffer to be imposed any Lien on any of the Business or Corporationany Purchased Asset, other than Permitted Liens and any such indebtedness or Liens to be satisfied or released as of Closing; (xiii) enter into any new binding commitment for capital expenditures of any Seller Group member for the Business (excluding any ordinary course replacements of obsolete or worn out items) in excess of $500,000 per project; (xiv) enter into any new Contract that would constitute a Material Business Contract, Transferred Real Property Lease, or Third Party Lease if entered into prior to the date of this Agreement, or amend or voluntarily terminate any Material Business Contract, Transferred Real Property Lease, or Third Party Lease in effect on the date of this Agreement, except (1) for any Material Business Contract (other than a Manufacturer Agreement) that is an Excluded Contract or (2) for automatic renewals in accordance with the terms of any Material Business Contract, Transferred Real Property Lease, or Third Party Lease; (xv) sell, enter into an agreement to sell, or dealer trade any New Vehicle that has been in stock for 60 days or less with a Manufacturer Suggested Retail Price as stated on the Monroney label of at least $100,000 for an amount less than 95% of such price, or sell any Used Vehicle that has been in stock for 60 days or less for less than 85% of the current retail price found in Manheim Market Report; (xvi) sell pursuant to any employee purchase program any vehicle in a manner inconsistent with the policy for new and used car employee purchases as in effect on the date 60 days prior to the date hereof; or (3xvii) authorizecommit or agree in writing to take any of, agreethe foregoing actions. (c) Notwithstanding any provision in this Agreement to the contrary, any action taken, or otherwise commitomitted to be taken, whether by the Selling Entities or not Transferred Entities that (i) the Selling Entities or Transferred Entities reasonably believes in writinggood faith is necessary or appropriate to comply with any COVID-19 Measure or (ii) is substantially consistent with the policies of the Seller Group in connection with COVID-19 or in response to COVID-19 Measures and is taken, or omitted to be taken, in good faith will, in all cases, be deemed, without further action and without consent of the Purchaser, to do any comply with the covenants and agreements of the foregoingSeller Parties contained in this Section 6.01; provided that, to the extent any such action (or omission) would reasonably be expected to materially adversely impact the Purchaser or its Affiliates following the Closing, then, to the extent practicable, the Seller Parties shall, or shall cause any applicable Selling Entity or Transferred Entity to, prior to taking, or omitting to take, any such action, notify the Purchaser of such action (or omission) and consider in good faith any suggestions of the Purchaser with respect to such action (or failure to act). (d) The Purchaser acknowledges and agrees this Section 6.01 shall not prohibit, limit or restrict (i) the transfer of Excluded Assets and Excluded Liabilities prior to, at or after the Closing, in each case to an Affiliate of the Seller Parties that is not a Transferred Entity in accordance with this Agreement, (ii) prior to the time of calculation of Closing Cash in accordance with the definition of Closing Cash, any Transferred Entity distributing Cash to an Affiliate of the Seller Parties, (iii) prior to the Closing, the repayment of Indebtedness and the extinguishment of Liens and (iv) the settlement, capitalization or cancellation of any intercompany Indebtedness or Contracts and other agreements that will not constitute Transferred Contracts. For the avoidance of doubt, nothing contained in this Agreement is intended to give the Purchaser, directly or indirectly, the right to control or direct the Seller Group’s business, including, prior to the Closing, the Business. Prior to the Closing, the Seller Group shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its businesses and operations.

Conduct of Business Before the Closing. (1) During Except as required by applicable Law or as otherwise as explicitly contemplated by the Interim Period, provisions of the Vendor shallTransaction Agreements, and except for matters identified on Schedule 6.01, during the Pre-Closing Period unless Buyer otherwise Consents in advance in writing (which Consent shall not be unreasonably withheld, conditioned or delayed), Seller will, and will cause the Corporation its Affiliates to, operate the Business in the Ordinary Course, and without limiting the generality of the foregoing, do the following: use commercially reasonable efforts to (a) maintain all of the Assets in the same condition as they now exist, ordinary wear and tear excepted; (b) maintain all of the Corporate IP so that it is current, enforceable and in good standing; (c) maintain the Corporation's books, records and accounts in the Ordinary Course; (d) maintain the inventory of the Business in order to continue carrying on the Business in the Ordinary Course; (e) take all action to preserve the Business and the goodwill of the Corporation and its relationships with customers, suppliers, landlords, creditors and others having business dealings with it, to maintain in full force and effect all Material Contracts to which the Corporation is a party, and take all other action reasonably requested by the Purchaser in order that the Business and the condition of the Corporation will not be impaired during the Interim Period; (f) keep available the services of its present officers and employees; (g) ensure that the Corporation performs and complies with all of its contractual obligations under all Contracts and complies with all Consents; (h) ensure that the Corporation does not sell or otherwise dispose of (or pledge as security) any of the Assets, except inventory in the Ordinary Course; (i) maintain Working Capital sufficient to carry on conduct the Business in the Ordinary Course of Business in all material respects, and (b) preserve intact in no event less all material respects the business organization of the Business and preserve intact in all material respects its current business relationships with material customers and (c) not do any of the following solely with respect to the Business: (i) grant any Lien, other than the Minimum Working Capitala Permitted Lien, on any material Transferred Assets (whether tangible or intangible), other than granting or suffering to exist a Permitted Lien on any material Transferred Assets; (jii) ensure incur any Debt on behalf of the Business or assume, grant, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person on behalf of the Business, or make any loans or advances on behalf of the Business (in each case, other than (i) in the Ordinary Course of Business or (ii) pursuant to intercompany borrowing arrangements that will be settled or repaid in full, or canceled or terminated, at or before Closing); (iii) sell, transfer, lease, sublease or otherwise dispose of any Transferred Assets (other than those that are scrap, obsolete, or otherwise unusable in the Corporation does not create Business) having a value equal to or in excess of One Hundred Thousand Dollars ($100,000); (iv) grant or announce any Encumbrance upon material increase in the salaries, bonuses or other benefits payable by Seller or any Affiliate to any of its Assetsthe Business Employees, other than as required by Law, pursuant to any plans, programs or agreements existing on the Agreement Date (including the Employee Plans and Employee Arrangements) or other than in the Ordinary Course of Business; (v) hire or terminate or enter into any agreements to hire or terminate (other than for cause) any Business Employee or any prospective Business Employee who has an annual base salary or wage rate in excess of One Hundred Thousand Dollars ($100,000), except for hiring to fill any position vacancies that exist as of the Agreement Date or to replace Business Employees who terminate prior to Closing; (vi) other than in the Ordinary Course of Business, take any material adverse employment action against any Business Employee; (vii) deny any legally mandated leave of absence to any Business Employee or approve, other than in the Ordinary or create Course of Business, any guarantees or otherwise become liable for the obligations discretionary leaves of absence of any other Person or make any loans or advances to any PersonBusiness Employee that would extend beyond the Closing Date; (k) ensure that the Corporation does not increase or promise to increase, in any manner, the compensation or employee benefits of any of its directors, officers or employees, or pay or agree to pay to any of its directors, officers or employees any pension, severance or termination amount or other employee benefit not required by any of the Benefit Plans and programs described in the Disclosure Letter; (l) keep in full force and effect all of the current insurance policies of the Corporation; (m) collect and manage Accounts Receivable and pay and manage accounts payable in the Ordinary Course, including not writing off as uncollectible any Accounts Receivable; (n) ensure that the Corporation does not declare or pay any dividends, redeem or repurchase any shares in its share capital or make any other distributions in respect of its shares; (o) take all actions within its reasonable control to ensure that the representations and warranties of the Vendor in Section 3.1 remain true and correct at the Closing Time, with the same force and effect as if such representations and warranties were made at and as of the Closing Time; (p) subject to Laws, confer with the Purchaser concerning operational matters of a material nature; and (q) keep the confidentiality of any non-public, confidential or proprietary information of the Business or Corporation. (2) Without limiting the generality of the foregoing, during the Interim Period the Vendor will not, except with the prior written consent of the Purchaser, allow the Corporation to: (a) amend or approve any amendment to its articles, by-laws or other constating documents; (bviii) enter into any agreement settlement or release with respect to any material Action applicable to the Business, except agreements made Business other than (A) any settlement or release that contemplates only the payment of money without ongoing limits on the conduct or operation of the Business and results in a full release of such claim or (B) any settlement or release in the Ordinary Course; (c) terminate or waive any right Course of substantial value to the Business; (dix) make any payments of whatsoever nature outside of other than in the Ordinary Course to of Business, enter into any material transactions, Contracts or understandings with Affiliates that would be binding on the Vendor, or any of its AffiliatesBusiness after the Closing; (ex) make enter into or terminate any capital expenditure Material Contract, or commitment to do so; (f) incur materially amend any increase Material Contract in Indebtedness prior to a manner inconsistent with the Closing Time; (g) make any material change with respect Ordinary Course of Business as applicable to any method of management, operation or accounting in respect of the Business; (h) remove the auditor or any director of the Corporation; (i) hire or terminate the employment of: (A) any officer of the Corporation; (B) any employee of the Corporation; or (C) any group of employees; (j) compromise or settle any Legal Proceeding relating to the Assets, the Business or Corporationsuch Material Contract; or (3xi) authorize, agree, agree or otherwise commit, whether or not in writing, commit to do take any of the foregoingactions specified in this Section 6.01.

Conduct of Business Before the Closing. (1a) During Except (x) as required by applicable Law, Judgment or a Governmental Authority, (y) as contemplated, required or permitted by this Agreement or (z) during the Interim Periodperiod from the date of this Agreement until the Closing (or such earlier date on which this Agreement is terminated pursuant to Section 9.01), unless the Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, delayed or conditioned), the Vendor Seller Parties shall, and shall cause the Corporation Selling Entities, the members of the Seller Group, and each of the Transferred Entities to, operate the Business in the Ordinary Course, and without limiting the generality of the foregoing, do the followinguse its commercially reasonable efforts to: (ai) maintain all of the Assets in the same condition as they now exist, ordinary wear and tear excepted; (b) maintain all of the Corporate IP so that it is current, enforceable and in good standing; (c) maintain the Corporation's books, records and accounts in the Ordinary Course; (d) maintain the inventory of the Business in order to continue carrying carry on the Business in all material respects in the Ordinary Courseordinary course; (eii) take all action use commercially reasonable efforts to preserve intact the Business Business, including the Purchased Assets, the Contracts, the business organization and the goodwill of the Corporation Business, and the current relationships of the Seller Group with its relationships with customers, suppliers, landlords, creditors Governmental Authorities and others having with significant and recurring business dealings with it, to maintain in full force and effect all Material Contracts to which the Corporation is a party, and take all other action reasonably requested by the Purchaser in order that the Business and the condition of the Corporation will not be impaired during the Interim Period; (f) keep available the services of its present officers and employees; (g) ensure that the Corporation performs and complies with all of its contractual obligations under all Contracts and complies with all Consents; (h) ensure that the Corporation does not sell or otherwise dispose of (or pledge as security) any of the Assets, except inventory in the Ordinary Course; (i) maintain Working Capital sufficient to carry on the Business in the Ordinary Course and in no event less than the Minimum Working Capital; (j) ensure that the Corporation does not create any Encumbrance upon any of its Assets, other than in the Ordinary or create any guarantees or otherwise become liable for the obligations of any other Person or make any loans or advances to any Person; (k) ensure that the Corporation does not increase or promise to increase, in any manner, the compensation or employee benefits of any of its directors, officers or employees, or pay or agree to pay to any of its directors, officers or employees any pension, severance or termination amount or other employee benefit not required by any of the Benefit Plans and programs described in the Disclosure Letter; (l) keep in full force and effect all of the current insurance policies of the Corporation; (m) collect and manage Accounts Receivable and pay and manage accounts payable in the Ordinary Course, including not writing off as uncollectible any Accounts Receivable; (n) ensure that the Corporation does not declare or pay any dividends, redeem or repurchase any shares in its share capital or make any other distributions in respect of its shares; (o) take all actions within its reasonable control to ensure that the representations and warranties of the Vendor in Section 3.1 remain true and correct at the Closing Time, with the same force and effect as if such representations and warranties were made at and as of the Closing Time; (p) subject to Laws, confer with the Purchaser concerning operational matters of a material nature; and (q) keep the confidentiality of any non-public, confidential or proprietary information of the Business or Corporation. (2) Without limiting the generality of the foregoing, during the Interim Period the Vendor will not, except with the prior written consent of the Purchaser, allow the Corporation to: (a) amend or approve any amendment to its articles, by-laws or other constating documents; (b) enter into any agreement with respect to the Business, except agreements made in the Ordinary Course; (c) terminate or waive any right of substantial value to the Business; (diii) make any payments of whatsoever nature outside maintain all insurance policies and all Permits related to the Business or to the Seller Group in substantially the manner in effect as of the Ordinary Course date hereof; (iv) maintain the existence and good standing of each Selling Entity in its jurisdiction of organization and in each other jurisdiction in which the ownership or leasing of properties or its operations makes qualification or registration necessary; (v) not transfer any inventory or employee of the Business to any Selling Entity’s (or any Selling Entity’s owners’) other business (other than the Business), or transfer any inventory or employee of any of any Selling Entity’s (or its owners’) other businesses (other than the Business) to the VendorBusiness; and (vi) maintain the books, Records and accounts related to the Business, the Purchased Assets and Transferred Interests in the ordinary course of business, including with respect to the recording of revenue and expenses and the recording and collection of its accounts receivable; provided that no action by any member of the Seller Group with respect to matters specifically addressed by Section 6.01(b) shall be deemed to be a breach of this Section 6.01(a) unless such action would constitute a breach of Section 6.01(b). (b) Except as required by applicable Law, Judgment or a Governmental Authority, as contemplated, required or permitted by this Agreement or as set forth on Section 6.01(b) of the Disclosure Letter, during the period from the date of this Agreement until the Closing (or such earlier date on which this Agreement is terminated pursuant to Section 9.01), unless the Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, delayed or conditioned), the Seller Parties shall not, and shall not permit the Selling Entities, and member of the Seller Group, or any of the Transferred Entities to (in each case, solely to the extent related to the Business, the Transferred Entities, the Business Employees, the Purchased Assets and the Assumed Liabilities): (i) agree to issue, sell, grant, deliver, pledge, transfer, encumber or subject to any Lien (other than transfer restrictions under applicable securities Laws or under the organizational documents of the Transferred Entities) any Transferred Interests or grant any option, warrant or right to acquire any Transferred Interests or other equity securities of any Transferred Entity or issue any security convertible into or exchangeable for such securities; (ii) sell, lease, transfer, assign, abandon, cancel, mortgage, pledge, place a Lien upon (other than a Permitted Lien) or otherwise dispose of any material Purchased Asset (other than Intellectual Property, which is addressed in clause (xi) below), including any Transferred Real Property, other than the sale of obsolete, worn-out or excess equipment or assets in the ordinary course of business or sales of vehicles, Supplies and other inventory, goods or services in the ordinary course of business or pursuant to Contracts in existence as of the date of this Agreement or, if required pursuant to the terms of any Contract; (iii) merge or consolidate any Transferred Entity with any Person, acquire any Dealerships or acquire other material assets (other than vehicles, Supplies, inventory, machinery or equipment) that would constitute Purchased Assets outside the ordinary course of business, except in the case of clause (C), pursuant to Contracts in existence as of the date of this Agreement; (iv) adopt, extend, amend, enter into or terminate any Seller Benefit Plan or Collective Bargaining Agreement with respect to any Business Employee, increase the compensation or benefits of any Business Employee, terminate the employment of any Business Employee (other than any termination for cause), hire any individual who would be a Business Employee (other than as necessary to replace a Business Employee whose employment has terminated as permitted herein and, in case, consistent with past practice), or take any action to accelerate the vesting or payment of any compensation or benefits for any Business Employee, except, with respect to each of (A)-(E), as required by any applicable Law, or any Seller Benefit Plan, any employment agreement or any Collective Bargaining Agreement in each case in effect as of the date hereof, in the ordinary course of business, as contemplated in Section 7.06 of this Agreement, and arrangements that will not result in any Liability under this Agreement or otherwise to the Purchaser or any of its Affiliates; (e) make any capital expenditure or commitment to do so; (f) incur any increase in Indebtedness prior to the Closing Time; (gv) make any material change changes in financial accounting methods, principles or practices other than as may be required by GAAP (or any interpretation thereof) or by any applicable Law; (vi) amend the organizational documents of any Selling Entity or Transferred Entity or convert any Transferred Entity into a different form of entity; (vii) enter into any settlement or release with respect to any method material Action relating to the Business that is, in whole or in part, an Assumed Liability other than any settlement or release that contemplates only the payment of management, money (prior to Closing) without any material ongoing limits on the conduct or operation or accounting in respect of the BusinessBusiness and results in a release of the claims giving rise to such Action, or to the extent such Action and any associated Liabilities are Excluded Liabilities; (hviii) remove knowingly waive any material claims or rights of material value that constitute Purchased Assets other than waivers granted in the auditor or any director ordinary course of the Corporationbusiness; (iix) hire change or terminate revoke any material Tax election or Tax accounting method or make any new material Tax election or adopt any new Tax accounting method (including, for the employment of: (A) avoidance of doubt, any officer election with respect to the tax classification of the Corporation; Transferred Entities for U.S. federal (Band applicable state and local) income tax purposes), settle or compromise any employee Tax Action, consent to an extension or waiver of the Corporation; limitation period applicable to any Tax claim or (C) assessment or Tax Action, or take any group other action that would have the effect of employeesincreasing the Tax liability of the Purchaser or any Transferred Entity; (jx) compromise liquidate, dissolve, recapitalize, reorganize or settle otherwise wind up the business or operations of, or fail to maintain the existence of, any Legal Proceeding relating Selling Entity or Transferred Entity; (xi) transfer, assign, grant any license or sublicense, abandon, permit to lapse, or otherwise dispose of any material rights under or with respect to any Transferred Intellectual Property other than (i) non-exclusive licenses granted in the Assetsordinary course of business and (ii) abandonment, lapse or disposal in the ordinary course of business pursuant to their business judgment; (xii) incur any Indebtedness or impose or suffer to be imposed any Lien on any of the Business or Corporationany Purchased Asset, other than Permitted Liens and any such indebtedness or Liens to be satisfied or released as of Closing; (xiii) enter into any new binding commitment for capital expenditures of any Seller Group member for the Business (excluding any ordinary course replacements of obsolete or worn out items) in excess of $500,000 per project; (xiv) enter into any new Contract that would constitute a Material Business Contract, Transferred Real Property Lease, or Third Party Lease if entered into prior to the date of this Agreement, or amend or voluntarily terminate any Material Business Contract, Transferred Real Property Lease, or Third Party Lease in effect on the date of this Agreement, except (1) for any Material Business Contract (other than a Manufacturer Agreement) that is an Excluded Contract or (2) for automatic renewals in accordance with the terms of any Material Business Contract, Transferred Real Property Lease, or Third Party Lease; (xv) sell, enter into an agreement to sell, or dealer trade any New Vehicle that has been in stock for 60 days or less with a Manufacturer Suggested Retail Price as stated on the Monroney label of at least $100,000 for an amount less than 95% of such price, or sell any Used Vehicle that has been in stock for 60 days or less for less than 85% of the current retail price found in Manheim Market Report; (xvi) sell pursuant to any employee purchase program any vehicle in a manner inconsistent with the policy for new and used car employee purchases as in effect on the date 60 days prior to the date hereof; or (3xvii) authorizecommit or agree in writing to take any of, agreethe foregoing actions. (c) Notwithstanding any provision in this Agreement to the contrary, any action taken, or otherwise commitomitted to be taken, whether by the Selling Entities or not Transferred Entities that the Selling Entities or Transferred Entities reasonably believes in writinggood faith is necessary or appropriate to comply with any COVID-19 Measure or is substantially consistent with the policies of the Seller Group in connection with COVID-19 or in response to COVID-19 Measures and is taken, or omitted to be taken, in good faith will, in all cases, be deemed, without further action and without consent of the Purchaser, to do any comply with the covenants and agreements of the foregoingSeller Parties contained in this Section 6.01; provided that, to the extent any such action (or omission) would reasonably be expected to materially adversely impact the Purchaser or its Affiliates following the Closing, then, to the extent practicable, the Seller Parties shall, or shall cause any applicable Selling Entity or Transferred Entity to, prior to taking, or omitting to take, any such action, notify the Purchaser of such action (or omission) and consider in good faith any suggestions of the Purchaser with respect to such action (or failure to act). (d) The Purchaser acknowledges and agrees this Section 6.01 shall not prohibit, limit or restrict the transfer of Excluded Assets and Excluded Liabilities prior to, at or after the Closing, in each case to an Affiliate of the Seller Parties that is not a Transferred Entity in accordance with this Agreement, prior to the time of calculation of Closing Cash in accordance with the definition of Closing Cash, any Transferred Entity distributing Cash to an Affiliate of the Seller Parties, prior to the Closing, the repayment of Indebtedness and the extinguishment of Liens and the settlement, capitalization or cancellation of any intercompany Indebtedness or Contracts and other agreements that will not constitute Transferred Contracts. For the avoidance of doubt, nothing contained in this Agreement is intended to give the Purchaser, directly or indirectly, the right to control or direct the Seller Group’s business, including, prior to the Closing, the Business. Prior to the Closing, the Seller Group shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its businesses and operations.

Conduct of Business Before the Closing. ▇▇▇▇▇ acknowledges that the Seller Parties are operating the Business in the context of the Bankruptcy Cases. Subject to the foregoing, except (1a) During as required by applicable Law, by Order of the Interim Bankruptcy Court, (b) as required in connection with any Transaction Agreement or (c) for matters identified on Schedule 6.01, during the Pre-Closing Period, the Vendor shall: (i) Seller shall use, and Seller shall cause the Corporation other Seller Parties and Transferred Entities to use, commercially reasonable efforts to, as applicable, operate the Business in the Ordinary CourseCourse of Business, maintain the Transferred Assets and the Assets substantially in their current condition (subject to ordinary wear and tear) and, preserve in all material respects the present business operations, organization and goodwill of the Business, and without limiting the generality present relationships with material customers and material suppliers of the foregoingBusiness; and (ii) unless Buyer otherwise consents in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Seller will, and will cause the other Seller Parties and the applicable Transferred Entities to, solely with respect to the Business, not do any of the following, in each case, solely to the extent related to the Business: (aA) maintain all of grant any Lien on the Transferred Equity Interests or any Assets or Transferred Assets (in the same condition as they now existeach case, ordinary wear and tear exceptedwhether tangible or intangible), in each case, other than a Permitted Lien or a Lien that will be discharged at or prior to Closing; (bB) maintain all acquire (by merger, consolidation, acquisition of the Corporate IP so that it is currentstock or assets or otherwise) any corporation, enforceable and in good standingpartnership or other business organization or division; (cC) maintain except for any such Debt or guaranty that will be discharged at or prior to the Corporation's books, records and Closing or trade accounts payable incurred in the Ordinary CourseCourse of Business, incur or issue any Debt, or assume, grant, guarantee or endorse, or otherwise as become responsible for, the obligations of any Person; (dD) maintain issue or sell any additional shares of, or other equity interests in, the inventory Transferred Entities, or securities convertible into or exchangeable for such shares or equity interests (other than, in each case, the issuance or sale of the Business in order shares of, or other equity interest in, one Transferred Entity to continue carrying on the Business in the Ordinary Courseanother Transferred Entity), or issue or grant any options, warrants, calls, subscription rights or other rights of any kind to acquire such shares, other equity interests or securities; (eE) take all action to preserve the Business and the goodwill of the Corporation and its relationships with customerssell, supplierstransfer, landlordslease, creditors and others having business dealings with it, to maintain in full force and effect all Material Contracts to which the Corporation is a party, and take all other action reasonably requested by the Purchaser in order that the Business and the condition of the Corporation will not be impaired during the Interim Period; (f) keep available the services of its present officers and employees; (g) ensure that the Corporation performs and complies with all of its contractual obligations under all Contracts and complies with all Consents; (h) ensure that the Corporation does not sell sublease or otherwise dispose of any Assets or Transferred Assets (other than transfers between or pledge as security) any of among the Assets, except inventory in Seller Parties and/or the Ordinary Course; (i) maintain Working Capital sufficient to carry on the Business in the Ordinary Course and in no event less than the Minimum Working Capital; (j) ensure that the Corporation does not create any Encumbrance upon any of its AssetsTransferred Entities), other than in the Ordinary Couse of Business or create as required under any guarantees applicable Law, any Order entered by the Bankruptcy Court or otherwise become liable for the obligations of any other Person or make any loans or advances to any Personthis Agreement; (kF) ensure that the Corporation does not increase or promise to increase, in any mannermaterial respect, (1) increase the compensation or employee benefits of any of its directorswages, officers or employeessalaries, or pay or agree to pay bonuses payable to any Covered Employee who is a member of its directors, officers or employees any pension, severance or termination amount or other employee benefit not required by any of the Benefit Plans and programs described in the Disclosure Letter; (l) keep in full force and effect all of the current insurance policies of the Corporation; (m) collect and manage Accounts Receivable and pay and manage accounts payable in the Ordinary Course, including not writing off as uncollectible any Accounts Receivable; (n) ensure that the Corporation does not declare or pay any dividends, redeem or repurchase any shares in its share capital or make any other distributions in respect of its shares; (o) take all actions within its reasonable control to ensure that the representations and warranties of the Vendor in Section 3.1 remain true and correct at the Closing Time, with the same force and effect as if such representations and warranties were made at and as of the Closing Time; (p) subject to Laws, confer with the Purchaser concerning operational matters of a material nature; and (q) keep the confidentiality of any non-public, confidential or proprietary information of the Business or Corporation. (2) Without limiting the generality of the foregoing, during the Interim Period the Vendor will not, except with the prior written consent of the Purchaser, allow the Corporation to: (a) amend or approve any amendment to its articles, by-laws or other constating documents; (b) enter into any agreement with respect to the Business, except agreements made in the Ordinary Course; (c) terminate or waive any right of substantial value to the Business; (d) make any payments of whatsoever nature outside of the Ordinary Course to the Vendor, or any of its Affiliates; (e) make any capital expenditure or commitment to do so; (f) incur any increase in Indebtedness prior to the Closing Time; (g) make any material change with respect to any method of management, operation or accounting in respect of the Business; (h) remove the auditor or any director of the Corporation; (i) hire or terminate the employment of: (A) any officer of the Corporation; (B) any employee of the Corporation; or (C) any group of employees; (j) compromise or settle any Legal Proceeding relating to the Assets, the Business or Corporation; senior management or (3) authorize, agree, or otherwise commit, whether or not in writing, to do any of the foregoing.

Conduct of Business Before the Closing. From the date hereof until the earlier of the Closing or the termination of this Agreement, except as set forth on Schedule 6(a) or as otherwise provided in this Agreement or consented to in writing by Parent (1which consent shall not be unreasonably withheld, conditioned or delayed), 6th Wave shall (x) During conduct the Interim Period, the Vendor shall, and shall cause the Corporation to, operate the Business business of 6th Wave in the Ordinary CourseCourse of Business; and (y) use commercially reasonable efforts to maintain and preserve intact the current organization and business of 6th Wave and to preserve the rights, franchises, goodwill and without relationships of their respective employees, customers, lenders, suppliers, regulators and others having business relationships with 6th Wave. Without limiting the generality of the foregoing, do from the followingdate hereof until the earlier of the Closing Date and the termination of this Agreement, except as set forth on Schedule 6(a) or as otherwise provided in this Agreement or consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), 6th Wave shall: (ai) preserve and maintain all of its Permits; (ii) pay its debts, Taxes and other obligations when due (other than amounts being contested in good faith); (iii) maintain the material Assets owned, operated or used by 6th Wave in the same condition as they now existwere on the date of this Agreement, ordinary subject to reasonable wear and tear exceptedtear; (biv) maintain pay all of the Corporate IP so that it is current, enforceable premiums when due and in good standingnot voluntarily terminate any Insurance Policies; (cv) maintain the Corporation's booksuse commercially reasonable efforts to defend and protect its assets, records both tangible and accounts in the Ordinary Courseintangible, from infringement or usurpation; (dvi) maintain the inventory perform all of the Business in order to continue carrying on the Business in the Ordinary Courseits obligations under all Material Contracts; (evii) take maintain its books and records in accordance with past practice in all action to preserve the Business and the goodwill of the Corporation and its relationships with customers, suppliers, landlords, creditors and others having business dealings with it, to maintain in full force and effect all Material Contracts to which the Corporation is a party, and take all other action reasonably requested by the Purchaser in order that the Business and the condition of the Corporation will not be impaired during the Interim Periodmaterial respects; (fviii) keep available the services of its present officers and employees; not make any loans, advances (g) ensure that the Corporation performs and complies with all of its contractual obligations under all Contracts and complies with all Consents; (h) ensure that the Corporation does not sell or otherwise dispose of (or pledge as security) any of the Assets, except inventory in the Ordinary Course; (i) maintain Working Capital sufficient to carry on the Business other than reasonable travel advances in the Ordinary Course and in no event less than the Minimum Working Capital; (jof Business) ensure that the Corporation does not create any Encumbrance upon any of its Assets, other than in the Ordinary or create any guarantees or otherwise become liable for the obligations of any other Person or make any loans or advances capital contributions to any Person; (kix) ensure not issue any shares of 6th Wave capital stock or shares, options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that the Corporation does not increase would require 6th Wave to issue, sell, or promise otherwise cause to increase, in any manner, the compensation or employee benefits of become outstanding any of its directorscapital stock, officers or employees, or pay or agree to pay to any of its directors, officers or employees any pension, severance or termination amount or other employee benefit not required by any of the Benefit Plans and programs described than in the Disclosure Letter; (l) keep in full force and effect all of the current insurance policies of the Corporation; (m) collect and manage Accounts Receivable and pay and manage accounts payable in the Ordinary Course, including not writing off as uncollectible any Accounts Receivable; (n) ensure that the Corporation does not declare or pay any dividends, redeem or repurchase any shares in its share capital or make any other distributions in respect of its shares; (o) take all actions within its reasonable control to ensure that the representations and warranties of the Vendor in Section 3.1 remain true and correct at the Closing Time, connection with the same force and effect as if such representations and warranties were made at and as of the Closing Time; Bridge Financing. (px) subject to Laws, confer with the Purchaser concerning operational matters of a material nature; and (q) keep the confidentiality of any non-public, confidential or proprietary information of the Business or Corporation. (2) Without limiting the generality of the foregoing, during the Interim Period the Vendor will not, except with the prior written consent of the Purchaser, allow the Corporation to: (a) amend or approve any amendment to its articles, by-laws or other constating documents; (b) enter into any agreement with respect to the Business, except agreements made in the Ordinary Course; (c) terminate or waive any right of substantial value to the Business; (d) make any payments of whatsoever nature outside of the Ordinary Course to the Vendor, or any of its Affiliates; (e) make any capital expenditure or commitment to do so; (f) incur any increase in Indebtedness prior to the Closing Time; (g) make any material change with respect to any method of management, operation or accounting in respect of the Business; (h) remove the auditor or any director of the Corporation; (i) hire or terminate the employment of: not (A) make, change or revoke, or permit 6th Wave to make, change or revoke, any officer of the Corporation; Tax election, or file or cause to be filed an amended Tax Return unless required by law or (B) any employee of the Corporation; or (C) any group of employees; (j) compromise or settle any Legal Proceeding relating to the Assets, the Business or Corporation; or (3) authorize, agreemake, or otherwise commitpermit 6th Wave to make, whether any change in any Tax or not accounting methods or policies or systems of internal accounting controls, except to conform to changes in writing, laws related to do any of the foregoing.Taxes or accounting requirements;